8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 14, 2014

Glori Energy Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35602		46-4527741
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
4315 South Drive Houston, Texas		77053
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 237-8880

Glori Acquisition Corp.

3 Azrieli Center (Triangle Tower) 42nd Floor
Tel Aviv, Israel, 67023

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

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

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

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

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

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

USE OF CERTAIN TERMS

As further set forth in this Form 8-K and unless otherwise indicated or where the context otherwise requires:

· references to “we,” “us,” “our,” “company” or “our company” refer to Infinity Corp. prior to the Business Combination and Glori Energy following the Business Combination;

· references to “Bbl” refer to one stock tank barrel of 42 U.S. gallons liquid volume used herein in reference to crude oil, condensate or NGLs;

· references to “Boe” refer to one barrel of oil equivalent, calculated by converting natural gas to oil equivalent barrels at a ratio of six Mcf of natural gas to one Bbl of oil;

· references to the “Business Combination” refer to the Redomestication together with the Transaction Merger;

· references to the “Business Combination Deadline” refer to April 25, 2014;

· references to the “Closing” mean the consummation of the Business Combination in accordance with the Merger Agreement;

· references to “Common Stock” and “Infinity Acquisition Warrants” refer to securities of Infinity Acquisition;

· references to “Companies Act” refer to the BVI Business Companies Act, 2004 of the British Virgin Islands;

· references to the “DGCL” refer to the Delaware General Corporation Law, as amended

· references to the “First Merger Agreement Amendment” refer to the First Amendment to the Merger Agreement, dated February 20, 2014;

· references to “Founder Shares” refer to the Ordinary Shares held by our Sponsors, officers and directors that were issued prior to the initial public offering of Infinity Corp.;

· references to an “FPI” or “FPI status” refer to a foreign private issuer as defined by and determined pursuant to Rule 3b-4 of the Exchange Act;

· references to “Glori” refer to Glori Energy Technology Inc., a Delaware corporation formerly known as Glori Energy Inc., and its subsidiaries, unless the context otherwise indicates, and the post-Transaction Merger subsidiary of Infinity Acquisition;

· references to “Glori Energy” or “Infinity Acquisition” refer to Glori Energy Inc., a Delaware corporation formerly known as Glori Acquisition Corp.;

· references to “gross acres” or “gross wells” refer to the total acres or wells, as the case may be, in which a Working Interest is owned;

· references to “Infinity Corp.” refer to Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability and, prior to the Redomestication Merger, the parent company of Infinity Acquisition;

· references to the “Infinity Funds” refers to 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., each of which is a limited partnership; the general partner of each of the aforementioned funds is Infinity-CSVC Partners, Ltd., a Cayman Islands exempted company;

· references to the “Initial Shareholders” refers to our Sponsors, officers and directors who were initially issued the Founder Share and their permitted transferees;

· references to “Insider Warrants” refer to the EBC Warrants and the Sponsors Warrants;

· references to the “INXB Representative” refer to Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement as the INXB Representative;

· references to the “memorandum and articles of association” refer to Infinity Corp.’s memorandum and articles of association, as amended;

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· references to the “MBoe” refer to one thousand Boe;

· references to the “Merger Agreement” refer to the Merger and Share Exchange Agreement dated January 8, 2014 by and among Infinity Corp., Infinity Acquisition, Merger Sub, the INXB Representative and Glori, as amended by the First Merger Agreement Amendment and the Second Merger Agreement Amendment;

· references to “Merger Sub” refer to Glori Merger Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Infinity Acquisition formed for the purpose of the Transaction Merger, which, is referred to in post-Transaction Merger periods as “Glori;”

· references to “Net Revenue Interests” refer to a working interest owner’s gross working interest in production less the royalty, overriding royalty, production payment and net profit interests;

· references to “Ordinary Shares,” “Infinity Corp. Warrants” and “Units” refer to securities of Infinity Corp.;

· references to “proved reserves” refer to the estimated quantities of oil, natural gas and NGLs which geological and engineering data demonstrate with reasonable certainty to be commercially recoverable in future years from known reservoirs under existing economic and operating conditions;

· references to “proved undeveloped reserves” or “PUDs” refer to proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Undrilled locations can be classified as having PUDs only if a development plan has been adopted indicating that such locations are scheduled to be drilled within five years, unless specific circumstances justify a longer time;

· references to “Public Shares” refer to Ordinary Shares sold as part of the Units in the initial public offering (whether they were purchased in the offering or thereafter in the open market);

· references to “public shareholders” refer to holders of Public Shares, including the Initial Shareholders and Infinity Corp. management team to the extent the Initial Shareholders and/or members of the management team hold Public Shares, provided that the Initial Shareholders and each member of management shall be considered a “public shareholder” only with respect to any Public Shares held by them;

· references to “Public Warrants” refer to Infinity Corp. Warrants that were sold as part of the Units in Infinity Corp.’s initial public offering (whether they were purchased in the offering or thereafter in the open market);

· references to the “Redomestication” refer to the merger of Infinity Corp. with and into Infinity Acquisition, with Infinity Acquisition surviving the merger;

· references to “reserves” refer to estimated remaining quantities of oil and natural gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and natural gas or related substances to market and all permits and financing required to implement the project.  Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations);

· references to the “Second Merger Agreement Amendment” refer to the Second Amendment to the Merger Agreement, dated March 19, 2014;

· references to the “Securities Act” refer to the United States Securities Act of 1933, as amended, and references to the “Exchange Act” refer to the United States Securities Exchange Act of 1934, as amended;

· references to “Share Tender Offer” refer to Infinity Corp.’s offer to purchase up to 4,750,000 of Infinity Corp.’s issued and outstanding Public Shares at a purchase price of $8.00 per Ordinary Share;

· references to the “Sponsors” refers to the Infinity Funds and, from and after January 7, 2014, HH Energy Group, LP;

· references to “Sponsors Warrants” refer to the Infinity Corp. Warrants to purchase an aggregate of 4,381,818 Ordinary Shares, each exercisable for one Ordinary Share at $7.00 per share, issued to the Sponsors (or their permitted transferees) in private placements that occurred simultaneous with the consummation of Infinity Corp.’s initial public offering, and Infinity Acquisition Warrants after the Business Combination;

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· references to the “Transaction Merger” refer to the transaction immediately following the Redomestication, pursuant to which Merger Sub merged with and into Glori, with Glori surviving the merger;

· references to “underwriters” refer to the underwriters of Infinity Corp.’s initial public offering;

· references to “undeveloped acreage” refer to lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas regardless of whether such acreage contains proved reserves ;

· references to “Warrant Tender Offer” refer to the Infinity Funds’ offer to purchase up to 5,750,000 of Infinity Corp.’s issued and outstanding Public Warrants at a purchase price of $0.60 per Public Warrant;

· references to “Working Interest” refer to the right granted to the lessee of a property to explore for and to produce and own natural gas or other minerals.  The working interest owners bear the exploration, development and operating costs on either a cash, penalty or carried basis; and

· all dollar amounts are in U.S. dollars.

Forward-Looking Statements

This Current Report on Form 8-K (this “Form 8-K”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide Glori Energy Inc.’s (the “Company” or “Infinity Acquisition”) current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this 8-K include, but are not limited to, statements regarding our disclosure concerning the Company’s proposed operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this Form 8-K including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Infinity Corp.,” “Infinity Corp. Business,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of Glori” and “Glori Business.” Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this Form 8-K. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Form 8-K. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Form 8-K or to reflect the occurrence of unanticipated events except as required under the federal securities laws. You should, however, review the factors and risks the Company describes in the reports the Company will file from time to time with the SEC after the date of this Form 8-K.

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the Business Combination, the Company consummated the transactions contemplated by certain material definitive agreements as described in the Prospectus associated with the Registration Statement on Form S-4 dated April 9, 2014 (the “Final Prospectus”), filed by the Company with the Securities and Exchange Commission (“SEC”), in the section entitled “Summary of the Prospectus – The Redomestication, Business Combination and Merger Agreement”, which disclosures are incorporated herein by reference. Disclosures in the Final Prospectus which are incorporated herein are set forth in Exhibit 99.5. Capitalized terms used herein but not defined have the meanings ascribed to them in the Final Prospectus.

In addition, on April 14, 2014, the Company and Glori entered into the Amendment and Assumption Agreement to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Option Plan Amendment”). The Option Plan Amendment provides, among other things, that the Company will assume all sponsorship and responsibility for the Glori Oil Limited 2006 Stock Option and Grant Plan including each option to purchase common stock of Glori that was outstanding and unexercised immediately prior to the Transaction Effective Time (as such term is defined in the Merger Agreement). Pursuant to the Option Plan Amendment, such options were converted as of the Transaction Effective Time into a right to acquire Common Stock, provided that no such option shall be exercisable prior to the one year anniversary of the Transaction Effective Time or sixty days after such option holder’s termination of employment or termination of service with the Company and its affiliates. The foregoing description of the Option Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Option Plan Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.15 hereof and is incorporated herein by reference.

Further, on April 14, 2014, in connection with the Business Combination, the Company entered into Termination and Release Agreements with the optionholders of Glori. These Termination and Release Agreements set forth the terms of the conversion of the relevant optionholder’s options for Glori stock into options for Common Stock. A form of the Termination and Release Agreement is filed as Exhibit 10.18 to this Form 8-K and is incorporated herein by reference.

The information set forth in Item 5.02 is incorporated herein by reference.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

On April 14, 2014 (the “Closing Date”), the Company consummated the previously announced Business Combination as contemplated by and in accordance with the Merger Agreement. In connection with the Business Combination, the Company changed its name from Glori Acquisition Corp. to Glori Energy Inc., and Glori changed its name from Glori Energy Inc. to Glori Energy Technology Inc.

Except as modified below in this Item 2.01, Business Combination and the transactions effected in connection therewith are more fully disclosed under the headings “Summary of the Prospectus – The Redomestication, Business Combination and Merger Agreement,” and “Description of the Combined Company’s Securities Following the Business Combination” contained in the Final Prospectus, which disclosures are incorporated herein by reference. The description of the terms of the Merger Agreement and the transactions effected in connection therewith is qualified in its entirety by reference to the complete text of the Merger Agreement, as amended, which is filed as Exhibits 2.1, 2.2 and 2.3 to this Form 8-K, and which is incorporated herein by reference.

On April 14, 2014, the Company issued a press release announcing that it had completed the Business Combination. A copy of the press release is attached hereto as Exhibit 99.6 and is incorporated by reference herein. On April 15, 2014, the Company’s Common Stock and warrants began trading under the ticker symbols “GLRI” and “GLRIW”, respectively. On February 24, 2014, Infinity Corp. received a written notice from The Nasdaq Capital Market (“Nasdaq”) indicating that Infinity Corp. was not in compliance with Listing Rule 5550(a)(3), which required Infinity Corp. to have at least 300 public holders of its ordinary shares for continued listing on the exchange. On March 26, 2014, Infinity Corp. submitted to Nasdaq a plan to regain compliance with the foregoing listing rule subsequent to the closing of the Business Combination, a copy of which is filed as Exhibit 99.7 to this Form 8-K. However, there is no assurance that Nasdaq will accept the plan.  If Nasdaq does not accept the plan, the Company, as the successor to Infinity Corp., will have the opportunity to appeal the decision in front of a hearings panel, which appeal would stay any delisting actions until the issuance of a decision by the panel. If the panel does not accept the plan, the Company’s securities will likely commence trading on the OTC Bulletin Board, which may adversely affect the liquidity and trading of the Company’s securities.

Prior to the Transaction Merger, the Company was a blank check company with no operations, formed as a vehicle for an acquisition of an operating business. The following information, which is required by Item 2.01(f) of Form 8-K, reflects the post-merger Company on a consolidated basis.

Business

The business of the Company is described in the Final Prospectus in the sections entitled “Summary of the Prospectus – The Parties”, “Summary of the Prospectus – the Redomestication, Business Combination and Merger Agreement”, “Glori Business”, and “Where You Can Find Additional Information,” each of which is incorporated herein by reference.

Risk Factors

The risks associated with the Company’s business are described in the Final Prospectus in the sections entitled “Summary Risk Factors”, “Risk Factors – Risk Factors Relating to Glori’s Business” and “Risk Factors – Risk Factors Relating to Glori’s Intellectual Property”, “Risk Factors – Environmental and Regulatory Risks” and “Risk Factors – Risk Factors Relating to the Business Combination”, each of which is incorporated herein by reference.

Management Discussion and Analysis of Financial Condition and Results of Operations

The sections in the Final Prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Glori” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Infinity Corp.” are incorporated herein by reference.

Off-balance sheet arrangements

At December 31, 2013, the Company did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K except as set forth below:

	Payments Due By Period (in thousands)
	Less						More
	Than						Than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Operating Lease Obligations (1)	$	142	$	137	$	4	$	1	$	-
Asset Retirement Obligation (2)		305		-		217		-		88
Long-term debt (3)		5,270		3,499		1,771		-		-
Total	$	5,717	$	3,636	$	1,992	$	1	$	88

(1) Commitments for operating leases primarily relate to the lease of office and warehouse facilities in Houston, Texas and warehouse in Hazlett, Saskatchewan.

(2) Relates to the Etzold field, net of accretion.

(3) On June 11, 2012, Glori Energy Technology entered into a 3 year loan agreement that provides for a total lending commitment of $8 million. Glori Energy Technology has borrowed the full amount under the loan agreement. Monthly principal payments began in April 2013.

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Recently Issued Accounting Pronouncements

In February 2013, The Financial Accounting Standards Board, or the FASB, issued FASB ASU 2013-02 “Comprehensive Income (Topic 220) Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” The amendments in this update seek to obtain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross reference other disclosures required under U.S. GAAP that provide additional detail about these amounts. The amendment is effective prospectively for reporting periods beginning after December 15, 2012. For non-public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures.

In July 2013 the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which amends ASC 740, “Income Taxes.” This new guidance requires that a liability related to an unrecognized tax benefit be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if certain criteria are met. The provisions of this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this pronouncement is not anticipated to have a material impact on the Company’s financial results or disclosures.

Properties

The sections of the Final Prospectus entitled “Glori Business – Glori’s Properties”, “Glori Business – Oil and Natural Gas Leases”, “Glori Business – Intellectual Property Portfolio” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Glori – Overview of Oil and Gas Operating Information” are incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock immediately following the Business Combination by:

¨ each person known to be the beneficial owner more than 5% of the outstanding Common Stock;

¨ each of the Company’s officers and directors; and

¨ the executive officers and directors of the Company as a group.

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, the Company believes, based on the information furnished to it, that the persons and entities named in the table below have sole voting and investment power with respect to all Common Stock that they beneficially own, subject to applicable community property laws. All Common Stock subject to options or warrants exercisable within 60 days of the Closing are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. The following table does not reflect record or beneficial ownership of the Company’s warrants for shares of the Company’s Common Stock.

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Subject to the paragraph above, percentage ownership of outstanding shares is based on 29,583,024 shares of Common Stock to be outstanding upon consummation of the Business Combination as of April 15, 2014. The table below takes into account: (i) that 2,351,533 Ordinary Shares were validly tendered pursuant to the Share Tender Offer; (ii) the issuance of 3,398,467 shares of Common Stock to Infinity Corp. shareholders in connection with the Redomestication (not including Founder Shares); (iii) the issuance of 23,584,557 shares of Common Stock as merger consideration to Glori stockholders and warrantholders in connection with the Transaction Merger; (iv) that no warrants or options were exercised or converted into Common Stock, (v) that the 1,437,500 Founder Shares were converted into 1,437,500 shares of Common Stock, subject to certain restrictions on transfer, (vi) that the 500,000 UPOs owned by the underwriters or their designees were converted into 100,000 shares of Common Stock, subject to certain restrictions on transfer, and (vii) that 1,062,500 shares of Common Stock were purchased through the PIPE Investment.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Approximate Percentage of Outstanding Ordinary shares
Thomas O. Hicks (3)		762,500		2.6	%
HH Energy Group, LP (3)		762,500		2.6	%
Mark Chess (1)		71,875		*
Rawoz Technology Company Ltd. (4)		4,186,475		14.2	%
Oxford Bioscience Partners V L.P. (5)		4,196,221		14.2	%
Malaysian Life Sciences Capital Fund Ltd. (6)		3,104,522		10.5	%
GTI Glori Oil Fund I LP. (7)		2,823,913		9.5	%
KPCB Holdings Inc. as nominee (8)		2,491,282		8.4	%
Entities associated with Advantage Capital Partners (9)		2,381,568		8.1	%
Gentry-Glori Energy Investment LLC and affiliates (11)		1,502,626		5.1	%
Stuart M. Page (10)		91,455		*
John Clarke (10)		1,724		*
Mark Puckett (10)		1,724		*
Victor M. Perez (10)		100		*
Dr. Michael Pavia (10)		100		*
William M. Bierhaus II (10)		100		*
Kenneth E. Nimitz (10)		100		*
Thomas Holland (10)		100		*
Matthew Gibbs (10)(5)		4,196,221		14.2	%
Dr. Ganesh Kishore (10)(6)		3,104,522		10.5	%
Jonathan Schulhof (10)(7)		2,823,913		9.5	%
Michael Schulhof (10)(7)		2,823,913		9.5	%
Larry Aschebrook (10)		1,502,626		5.1	%
Damon L. Rawie (10)(9)		2,381,568		8.1	%
All directors and executive officers as a group (16 individuals)		17,762,541		60.0	%

* Less than 1%

(1) Mr. Chess’ business address is located at c/o Infinity-C.S.V.C. Management Ltd., 3 Azrieli Center (Triangle Tower), 42nd Floor, Tel Aviv, Israel, 67023.

(2) [Intentionally Blank]

(3) Mr. Hicks is the sole member and manager of HEP-INXB LLC, the sole general partner of HH Energy Group, LP, and may be considered to have beneficial ownership of the securities owned by such entity. Mr. Hicks disclaims beneficial ownership of any shares of Common Stock in which he does not have a pecuniary interest. Their business address is 100 Crescent Court, Suite 1200, Dallas, Texas 75201.

(4) The business address of Rawoz Technology Company LTD. Is located at c/o H&J Corporate Service, Ocean Centre, Montagu Foreshore, East Bay Street, P.O. Box SS 19084, Nassau, Bahamas.

(5) OBP Management V L.P. is the general partner of Oxford Bioscience Partners V L.P. (“Oxford”) and mRNA Fund V L.P. (“mRNA”). Oxford Bioscience Partners V L.P. owns 4,103,739 of the referenced shares and mRNA Fund V L.P. owns 92,482 of the referenced shares. Matthew Gibbs is a general partner of OBP Management V L.P. All such entities, Mr. Gibbs disclaims beneficial ownership of such shares except to the extent of their pecuniary interests in such shares. The business address of Oxford and mRNA is located at 222 Berkeley St., Suite 1650, Boston, MA, 02116.

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(6) Malaysian Life Sciences Capital Fund Ltd. owns the shares. Malaysian Life Sciences Capital Fund Management Company Ltd. is the Manager of Malaysian Life Sciences Capital Fund Ltd. The following individuals comprise an Investment Committee of Malaysian Life Sciences Capital Fund Ltd.: Dr. Roger Wyse, Dr. Ganesh Kishore, En Amirul Fares Zahir, Rashidan Shah Abdul Rahim, Mr. Aditya Puri and Ms. Lim Su-san (alternate to Mr Aditya Puri).The members of the Investment Committee exercise shared voting and dispositive control over the shares held by Malaysian Life Sciences Capital Fund Ltd. Dr. Kishore is also the Chief Executive Officer of Malaysian Life Sciences Capital Fund Ltd. Each member of the Investment Committee disclaims beneficial ownership of the shares owned by Malaysian Life Sciences Capital Fund Ltd., except to the extent of the member’s pecuniary interest. The business address of Malaysian Life Sciences Capital Fund Ltd. Is located at 36-01, Level 36, Menara Dion, 27, Jalan Sultan Ismail, 50250 Kuala Lumpur, West Malaysia.

(7) GTI Glori Oil Fund I L.P. owns 2,448,885 of the referenced shares. GTI Ventures LLC, which owns 375,028 of the referenced shares is the general partner of GTI Co-Investment L.P., which is the general partner of GTI Glori Oil Fund I L.P. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof, who exercise voting and investment control over the referenced shares, and GTI Holdings LLC is the managing member of GTI Ventures LLC. All such entities, Michael Schulhof and Jonathan Schulhof disclaim beneficial ownership of such shares except to the extent of their pecuniary interests in such shares. The business address of GTI Glori Oil Fund I L.P. and GTI Ventures LLC is located at 540 Madison Avenue, 28^th Floor, New York, NY, 10022.

(8) Includes  2,223,980  shares of common stock beneficially owned by Kleiner Perkins Caufield & Byers XII, LLC, or KPCB XII;  34,616  shares of common stock beneficially owned by KPCB XII Founders Fund, LLC, or KPCB XII FF; and 232,686  shares of common stock beneficially owned by individuals and entities associated with Kleiner Perkins Caufield & Byers. All shares are held for convenience in the name of “KPCB Holdings, Inc. as nominee,” for the accounts of such individuals and entities who each exercise their own voting and dispositive power over such shares. The managing member of KPCB XII and KPCB XII FF is KPCB XII Associates, LLC (“KPCB XII Associates”). Brook H. Byers, L. John Doerr, Raymond J. Lane and Theodore E. Schlein, the managers of KPCB XII Associates, exercise shared voting and dispositive power over the shares directly held by KPCB XII and KPCB XII FF. The principal business address for all entities and individuals affiliated with Kleiner Perkins Caufield & Byers is 2750 Sand Hill Road, Menlo Park, California 94025.

(9) 1,238,074 shares will be distributed to Texas ACP Venture Partners I, LLC, of which Advantage Capital Texas Ventures GP, LLC is sole owner (“Advantage Texas Ventures”), 353,404 will be distributed to Texas ACP I, LP, of which ADVTG GP I, LLC is general partner, and 790,090 shares will be distributed to Texas ACP II, LP, of which ADVTG GP II, LLC is general partner. Mr. Steven T Stull and Mr. Damon L. Rawie own a majority of the voting equity interests in Advantage Texas Ventures and each general partner listed above, have voting and dispositive authority over the shares held indirectly by these entities and therefore beneficially own such shares. Each of Mr. Stull and Mr. Rawie disclaims beneficial ownership of the shares held by such entities, except to the extent of their respective pecuniary interest therein. The business address of all Advantage Capital Partners entities listed above is 5000 Plaza on the Lake, Suite 195, Austin, Texas 78476..

(10) The business address of each of the individuals is located at c/o Glori Energy, Inc., 4315 South Drive, Houston, Texas, 77053.

(11) 910,256 shares will be distributed to Gentry-Glori Energy Investment LLC, 238,903 shares will be distributed to Gentry-Glori Energy Investment II LLC, 101,047 shares will be distributed to Gentry-Glori Energy Investment III LLC and 252,420 shares will be distributed to Gentry Technology Fund I, LLC. (collectively, “Gentry”). Larry Aschebrook is the founder and Chief Executive Officer of Gentry Financial Holding Group LLC, which wholly-owns Gentry Venture Management LLC. Gentry Venture Management LLC is the manager for Gentry and Larry Aschebrook is the manager of Gentry Venture Management LLC. Larry Aschebrook disclaims beneficial ownership of such shares except to the extent of his pecuniary interests in such shares. The business address of Gentry is located at 205 N. Michigan Ave., Suite 3770, Chicago, IL, 60601.

Directors and Executive Officers

Immediately after the Closing, the Company’s directors and executive officers are as follows, provided, however, that one of the directors to be appointed pursuant to the Merger Agreement has not yet been identified:

	Term
Name	Expires	Age	Position
Stuart M. Page	2016	50	President and Chief Executive Officer and Director
Victor M. Perez	N/A	60	Chief Financial Officer
Dr. Michael Pavia	N/A	57	Chief Technology Officer
William M. Bierhaus II	N/A	53	Senior Vice President of Business Development
Kenneth E. Nimitz	N/A	44	Senior Vice President of Operations
Thomas Holland	N/A	62	Senior Vice President of Acquisitions and Production
John Clarke	2016	60	Chairman of the Board
Larry Aschebrook	2015	35	Director
Mark Chess	2016	35	Director
Matthew Gibbs	2015	44	Director
Thomas O. Hicks	2016	67	Director
Dr. Ganesh Kishore	2015	59	Director
Mark Puckett	2016	61	Director
Damon L. Rawie	2015	44	Director
Jonathan Schulhof	2015	39	Director
Michael Schulhof	2015	70	Director

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The terms of office of the directors of the Company are staggered such that directors are generally elected to serve two-year terms, or until such director’s successor is elected and qualified, with one-half of such member’s term expiring each year. The term of a director expires at the annual meeting of shareholders held in the second year following their election, but directors whose terms of office expire may be re-elected.

The biographical information of each of the directors and executive officers is as set forth in the section of the Final Prospectus entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance – Directors and Executive Officers after the Business Combination” and is incorporated herein by reference.

Executive Compensation

The information in the sections of the Final Prospectus entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance – Post-Merger Compensation”, “Directors, Executive Officers, Executive Compensation and Corporate Governance – Director Compensation” and “Directors, Executive Officers, Executive Compensation and Corporate Governance – Compensation Committee” are incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information in the sections of the Final Prospectus entitled “Certain Relationships and Related Transactions – Certain Transactions of Infinity Corp.” and “Certain Relationships and Related Transactions – Certain Transactions of Glori” are incorporated herein by reference.

With the exception of Mr. Page, Mr. Aschebrook and Mr. Chess, each of the members of the board of directors of Infinity Acquisition meets the independence requirements of Nasdaq.

Prior to the Closing, certain of Infinity Corp.’s directors and officers had interests in the Business Combination that were different from, or in addition to, the interests of its shareholders, including:

· If the proposed Business Combination was not completed by the Business Combination Deadline, Infinity Corp. would have been required to liquidate. In such event, the 1,437,500 Founder Shares held by the Sponsors, and the 4,381,818 Sponsors Warrants collectively owned by the Infinity Funds would have expired worthless. Such Founder Shares had an aggregate market value of $11.5 million based on the closing price of the Ordinary Shares of $8.00 on Nasdaq as of April 7, 2014.  Such Sponsors Warrants had an aggregate market value of approximately $3.2 million based on the closing price of the Infinity Corp. Warrants of $0.72 on Nasdaq as of April 7, 2014. The Initial Shareholders purchased the 1,437,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.022 per share, and the 4,381,818 Sponsors Warrants for an aggregate purchase price of approximately $2.2 million, or $0.50 per Sponsors Warrant.

· Unless Infinity Corp. consummated the Business Combination, its officers, directors and Sponsors would not have received reimbursement for any out-of-pocket expenses incurred by them. As of the date of the Final Prospectus, Infinity Corp.’s officers, directors and Sponsors were entitled to $75,000 in reimbursable expenses. As a result, the financial interest of Infinity Corp.’s officers, directors and Sponsors or their affiliates could have influenced its officers’ and directors’ motivation in pursuing Glori as a target and therefore there may have been a conflict of interest when the directors and officers determined that the Business Combination was in Infinity Corp. shareholders’ best interests.

· As of the date of the Final Prospectus, the Sponsors had made loans to Infinity Corp. in the aggregate amount of $500,000. In the event of liquidation, Infinity Corp. would not have been able to repay the loans to its Sponsors.

· Infinity Corp.’s Sponsors had agreed that, if Infinity Corp. liquidated prior to the consummation of a business combination, they would be liable to ensure that the proceeds in the Trust Account are not reduced below $8.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by Infinity Corp. for services rendered or contracted for or products sold to it, subject to certain limitations.

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· Upon the completion of the Business Combination with Glori, Mark Chess and Thomas O. Hicks, affiliates of Infinity Corp., were entitled to and are now serving as directors of the Company.

· Upon the completion of the Business Combination, Infinity Corp.’s officers, directors or consultants were entitled to receive up to an aggregate of $400,000 as determined by Infinity Corp.’s board of directors. In the event of liquidation, Infinity Corp.’s officers and directors would not have received any such fees.  

· The exercise of Infinity Corp.’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may have resulted in a conflict of interest when determining whether such changes or waivers were appropriate and in the best interests of Infinity Corp.’s shareholders.

Based on the foregoing, the directors and officers and their affiliates had a financial interest in consummating any business combination, thereby resulting in a conflict of interest. This could have influenced Infinity Corp.’s officers’ and directors’ motivation in pursuing Glori as a target and therefore there may have been a conflict of interest when the directors and officers determined that the Business Combination was in Infinity Corp. shareholders’ best interests.

Legal Proceedings

The information in the sections of the Final Prospectus entitled “Infinity Corp. Business — Legal Proceedings” and “Glori Business—Legal Proceedings” is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Prior to the Closing, Infinity Corp.’s Ordinary Shares, Infinity Corp. Warrants and Units were each quoted on Nasdaq, under the symbols “INXB,” “INXBW” and “INXBU,” respectively. Each Unit consisted of one Ordinary Share and one Infinity Corp. Warrant to purchase an additional Ordinary Share. Units commenced trading on July 20, 2012. Ordinary Shares and Infinity Corp. Warrants commenced trading on September 20, 2012. After the Closing, each Unit automatically converted into one share of Common Stock and one Infinity Acquisition Warrant. As of April 15, 2014, the Common Stock and the Infinity Acquisition Warrants are trading on Nasdaq under the ticker symbols “GLRI” and “GLRIW”, respectively.

The information in the section of the Final Prospectus entitled “Price Range of Securities and Dividends” is incorporated herein by reference.

The Company has no obligation or immediate plans to pay dividends to the holders of its Common Stock in the foreseeable future. The Company expects to retain future earnings, if any, for use in the operation and expansion of its business. Subject to the foregoing, the payment of cash dividends in the future, if any, will be at the discretion of our board of directors, will be paid out of funds legally available therefor, and will depend upon such factors as earnings levels, capital requirements, our overall financial condition and any other factors deemed relevant by our board of directors.

As of the Closing, there were approximately 60 holders of record of the Company’s Common Stock.

Sales of Unregistered Securities Prior to the Business Combination

Senior Secured First Lien Note

On March 14, 2014, Glori Energy Production Inc. entered into the Note Purchase Agreement with the purchasers listed on Schedule 1 thereto and with Stellus Capital Investment Corp. as administrative agent for the benefit of the purchasers. Glori Energy Production Inc. issued an aggregate of $18.0 million in face value senior secured first lien notes, due March 14, 2017, which were funded net of a 2% origination fee of $360,000. The notes bear interest at a varying per annum interest rate equal to LIBOR plus 1000 basis points. The notes are repayable quarterly, with $112,500 of principal due on the first day of each quarter, plus a percentage Glori Energy Production Inc.’s positive consolidated net cash flow for the preceding quarter, to the extent that such amount exceeds $112,500. The notes are secured by a lien on (a) all of the property of Glori Energy Production Inc. and any subsidiaries which may be formed and (b) all of the shares of Glori Energy Production Inc.’s common stock.

Second Lien Secured Term Note

On March 13, 2014, Glori Energy Technology issued a Second Lien Secured Term Note to E.W. Holdings Inc., in the face amount of $4.0 million, due March 14, 2016. The note bears interest at a rate of 12% per annum for the six months following the date of the note, and 20% per annum thereafter. The note must be prepaid 60 days after the earlier of the Closing or after the termination of the Merger Agreement, among other events. Such prepayment will be made at 110% of principal. This note is secured by the assets of Glori Energy Technology and Glori California Inc., and is subordinated to the Hercules Technology Growth Capital, Inc. debt.

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The PIPE Investment

On January 7, 2014, Infinity Corp. and Infinity Acquisition entered into a share purchase agreement with the Sponsors and other investors pursuant to which the Sponsors and the other investors collectively (i) agreed to purchase the Minimum Commitment necessary to ensure that Infinity Corp. met the $25.0 million minimum balance requirement set forth in the Merger Agreement, assuming that at least $8.0 million in cash remained in the Trust Account following the consummation of the Share Tender Offer, and (ii) were granted an option to purchase up to an additional $8.0 million of shares of Common Stock (above and beyond the Minimum Commitment) to increase their total investment to a maximum of $25.0 million, such additional investment to be used to provide additional working capital to Infinity Acquisition. The purchase price for the shares issued in the PIPE Investment was $8.00 per share. The PIPE Investment was consummated simultaneously with the closing of the Business Combination. The option to purchase additional shares in connection with the PIPE Investment will remain open until, and will be fully closed by April 29, 2014.

The January 2014 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 the Sponsors ($250,000), for the payment of various expenses in connection with the Business Combination and the Share Tender Offer. The Notes were due upon consummation of the Business Combination. The Notes were converted into warrants of the Company, at a price of $0.50 per warrant, that have identical terms to the Insider Warrants.

Issuance of Series C-1 Preferred Stock

Between April 30, 2013 and November 14, 2013, Glori sold an aggregate of 4,462,988 shares of series C-1 preferred stock at a price of $2.741 per share for gross proceeds of approximately $12.2 million. The table below sets forth the number of shares of series C-1 preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series C-1 preferred stock. As a result of the amendment of Glori’s certificate of incorporation in connection with the issuance of Glori’s series C-2 preferred stock, Glori’s series C-1 preferred stock was entitled to a conversion ratio of approximately 2 to 1.

Investor	Number of shares of Series C-1 preferred stock		Aggregate purchase price		Number of shares of Common Stock received at Closing (6)		Value of  Common Stock  received at Closing
GTI Ventures LLC (1)		18,241	$	49,999		12,104	$	96,830
Oxford Bioscience Partners V L.P. (2)		364,830	$	999,999		242,090	$	1,936,723
Rawoz Technology Company Ltd.		1,094,491	$	3,000,000		726,272	$	5,810,174
Malaysian Life Sciences Capital Fund Ltd. (3)		474,279	$	1,299,999		314,717	$	2,517,739
Energy Technology Ventures, LLC		364,830	$	999,999		242,090	$	1,936,723
Gentry-Glori Energy Investment LLC (4)		519,154	$	1,423,000		339,967	$	2,719,740
Advantage Capital (5)		1,627,143	$	4,459,999		1,079,723	$	8,637,787

(1) Michael Schulhof, one of the Company’s directors, is a managing director of GTI Capital Group, and Jonathan Schulhof, one of the Company’s directors, is a managing partner of GTI Capital Group. GTI Capital Group is managed by GTI Holdings LLC and three other partners. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof and GTI Holdings LLC is the managing member of GTI Ventures LLC.

(2) 356,790 and 8,040 shares of series C-1 preferred stock were sold to Oxford Bioscience Partners V L.P. and mRNA Fund V L.P., respectively. Matthew Gibbs is one of the Company’s directors and is the general partner of OBP Management V L.P., which is the general partner of Oxford Bioscience Partners V L.P. and mRNA Fund V L.P.

(3) Dr. Ganesh Kishore is one of the Company’s directors and is the chief executive officer of Malaysian Life Sciences Capital Fund Ltd.

(4) 364,831 and 154,323 shares of series C preferred stock were sold to Gentry-Glori Energy Investment II LLC and Gentry-Glori Energy Investment III LLC, respectively. Larry Aschebrook, one of the Company’s directors, is the managing member of Gentry Venture Management LLC, which is the managing member of Gentry-Glori Energy Investment II LLC and Gentry-Glori Energy Investment III LLC.

(5) 1,094,491 and 532,652 shares of series C-1 preferred stock were sold to Texas ACP Venture Partners I, LLC. and Texas ACP I, LP, respectively. Damon Rawie, one of the Company’s directors, is Vice President of ADVTG GP I, L.L.C., the general partner of Texas ACP I, L.P. and also of Texas ACP Venture Partners I, LLC.

(6) Common Stock received includes all preferred stock received as dividends, on an as-converted basis.

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Issuance of Series C-2 Preferred Stock

On March 13, 2014, Glori sold an aggregate of 1,842,028 shares of series C-2 preferred stock at a price of $2.741 per share for gross proceeds of approximately $5.0 million. As a result of the C-2 investment, the shares of Common Stock issued to Glori stockholders at the Closing was increased by 631,125 shares, calculated by dividing the C-2 investment by $8.00 per share. The table below sets forth the number of shares of series C-2 preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock anticipated to be received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series C-2 preferred stock. As a result of the amendment of Glori’s certificate of incorporation in connection with the issuance of Glori’s series C-2 preferred stock, Glori’s series C-2 preferred stock was entitled to a conversion ratio of approximately 2 to 1.

Investor	Number of shares of Series C-2 preferred stock		Aggregate purchase price		Number of shares of Common Stock  received at Closing (6)		Value of  Common Stock  received at Closing
GTI Ventures LLC (1)		45,604	$	125,001		28,073	$	224,582
KPCB Holdings, Inc.		18,242	$	50,001		11,229	$	89,833
Oxford Bioscience Partners V L.P. (2)		364,830	$	999,999		224,584	$	1,796,675
Malaysian Life Sciences Capital Fund Ltd. (3)		182,415	$	500,000		112,292	$	898,336
Energy Technology Ventures, LLC		182,415	$	500,000		112,292	$	898,336
Gentry Technology Fund I, LLC (4)		410,069	$	1,123,999		252,433	$	2,019,461
Advantage Capital (5)		638,453	$	1,750,000		393,023	$	3,144,184

(1) Michael Schulhof, one of the Company’s directors, is a managing director of GTI Capital Group, and Jonathan Schulhof, one of the Company’s directors, is a managing partner of GTI Capital Group. GTI Capital Group is managed by GTI Holdings LLC and three other partners. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof and GTI Holdings LLC is the managing member of GTI Ventures LLC.

(2) 356,790 and 8,040 shares of series C preferred stock were sold to Oxford Bioscience Partners V L.P. and mRNA Fund V L.P., respectively. Matthew Gibbs is one of the Company’s directors and is the general partner of OBP Management V L.P., which is the general partner of Oxford Bioscience Partners V L.P. and mRNA Fund V L.P.

(3) Dr. Ganesh Kishore is one of the Company’s directors and is the chief executive officer of Malaysian Life Sciences Capital Fund Ltd.

(4) Larry Aschebrook, one of the Company’s directors, is the managing member of Gentry Venture Management LLC, which is the managing member of Gentry Technology Fund I, LLC.

(5) 182,415 and 456,038 shares of series C-2 preferred stock were sold to Texas ACP Venture Partners I, LLC. and Texas ACP II, LP, respectively. Damon Rawie, one of the Company’s directors, is Vice President of ADVTG GP I, L.L.C., the general partner of Texas ACP I, L.P. and also of Texas ACP Venture Partners I, LLC.

(6) Common Stock received includes all preferred stock received as dividends, on an as-converted basis.

In addition, the information in the sections of the Final Prospectus entitled “Certain Relationships and Related Transactions – Certain Transactions of Infinity” and “Certain Relationships and Related Transactions – Certain Transactions of Glori” is incorporated herein by reference.

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Description of Registrant’s Securities to be Registered

The information in the sections of the Final Prospectus entitled “Description of the Combined Company’s Securities Following the Business Combination”, “The Redomestication, Business Combination and Merger Agreement – Merger with Glori; Merger Consideration – Lock-up Agreements”, “The Redomestication, Business Combination and Merger Agreement – Merger with Glori; Merger Consideration – Registration Rights Agreement”, “Security Ownership of Certain Beneficial Owners and Management – Transfers of Founder Shares and Sponsor Warrants” and “Security Ownership of Certain Beneficial Owners and Management – Registration Rights” is incorporated herein by reference.

Indemnification of Directors and Officers

Article IX of the Company’s Amended and Rested Certificate of Incorporation (the “Company Charter”), attached hereto as Exhibit 3.3 and incorporated herein by reference, provides as follows:

1.          To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated to the fullest extent permitted by the DGCL, as so amended.

2.          The Company shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Company who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another Company, partnership, joint venture, trust or other enterprise, including without limitation service with respect to employee benefit plans, against expenses (including without limitation attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors.

3.          The Company shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Company who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation service with respect to employee benefit plans, against expenses (including without limitation attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

4.          The Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

5.          Neither any amendment or repeal of any Section of this ARTICLE IX , nor the adoption of any provision of this Certificate inconsistent with this ARTICLE IX , shall eliminate or reduce the effect of this ARTICLE IX , in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE IX , would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

Section 145(a) of the DGCL permits a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of his or her service as a director, officer, employee or agent of the corporation, or his or her service, at the corporation’s request, as a director, officer, employee or agent of another corporation or enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding provided that such director or officer acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director or officer had no reasonable cause to believe his or her conduct was unlawful.

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Section 145(b) of the DGCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such director or officer shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 of the DGCL further provides that to the extent a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in Section 145(a) or Section 145(b) of the DGCL or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such director or officer in connection therewith, provided that indemnification provided for by Section 145 of the DGCL or granted pursuant thereto shall not be deemed exclusive of any other rights to which the indemnified party may be entitled, and empowers the corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against such director or officer or incurred by such director or officer in any such capacity or arising out of such director’s or officer’s status as such whether or not the corporation would have the power to indemnify such director or officer against such liabilities under Section 145 of the DGCL.

The Company’s bylaws include provisions relating to indemnification rights consistent with those set forth in the Company’s charter and also contain provisions regarding advancement to officers and directors of the Company of expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of final disposition. In addition, the Company’s bylaws provide for a right of indemnitee to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by the Company within 60 days after a written claim therefor has been received by the Company. The Company’s bylaws also permit the Company to purchase and maintain insurance, at the Company’s expense, to protect the Company and/or any director, officer, employee or agent of the Company or another entity, trust or other enterprise, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Any repeal or modification of provisions of the Company’s bylaws affecting indemnification rights will (unless otherwise required by law) be prospective only, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or modification.

The information regarding the Employment Agreements that is set forth in Item 5.02 hereof is incorporated herein by reference.

On April 14, 2014, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each executive officer and director of the Company (each an “Indemnitee”). The Indemnification Agreements supplement the indemnification rights provided under the Company’s Charter and bylaws and applicable law. The Indemnification Agreements provide, among other things, that the Company will indemnify each Indemnitee against all expenses (as defined in the Indemnification Agreements) and liabilities incurred in connection with his or her service as an executive officer or director to the fullest extent permitted by applicable law. The Indemnification Agreements also provide procedures for the determination of an Indemnitee’s right to receive indemnification and the advancement of expenses. The foregoing description of the Indemnification Agreements with the directors of the Company does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.16 hereof and is incorporated herein by reference. In addition, the Company’s Bylaws and form of Employment Agreement, filed as Exhibits 3.4 and 10.2 to this Form 8-K, respectively, contain additional indemnity provisions which are incorporated herein by reference.

Financial Statements and Supplementary Data

The information set forth in Item 9.01 hereof is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Closing, Infinity Corp.’s Ordinary Shares, Infinity Corp. Warrants and Units were each quoted on Nasdaq, under the symbols “INXB,” “INXBW” and “INXBU,” respectively. Each Unit consisted of one Ordinary Share and one Infinity Corp. Warrant to purchase an additional Ordinary Share. After the Closing, each Unit automatically separated into one share of Common Stock and one Infinity Acquisition Warrant. As a result, the Units are no longer listed on Nasdaq. As of April 15, 2014, the Common Stock and the Infinity Acquisition Warrants are trading on Nasdaq under the ticker symbols “GLRI” and “GLRIW”, respectively.

On February 24, 2014, Infinity Corp.  received a written notice from Nasdaq indicating that Infinity Corp. is not in compliance with Listing Rule 5550(a)(3), which requires Infinity Corp. to have at least 300 public holders of its ordinary shares for continued listing on the exchange. On March 26, 2014, the Company, as the successor to Infinity Corp., submitted to Nasdaq a plan to regain compliance with the foregoing listing rule a copy of which is filed as Exhibit 99.7 to this Form 8-K. However, there is no assurance that Nasdaq will accept the plan.  If Nasdaq does not accept the plan, the Company will have the opportunity to appeal the decision in front of a hearings panel, which appeal would stay any delisting actions until the issuance of a decision by the panel. If the panel does not accept the plan, the Company’s securities will likely commence trading on the OTC Bulletin Board.

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Item 3.03 Material Modification to Rights of Security Holders.

Effective as of the Closing, Infinity Corp. changed its jurisdiction of incorporation from the British Virgin Islands to the State of Delaware by merging with and into Infinity Acquisition. At the time of the Redomestication, Infinity Corp. had an unlimited number of authorized Ordinary Shares with no par value and unlimited shares of preferred shares with no par value. Based on the Company Charter, the Company is now authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share and 5,000,000 shares of preferred stock with a par value of $0.0001 per share. Prior to the Redomestication, Infinity Corp. had 7,187,500 Ordinary Shares issued and outstanding, including Ordinary Shares underlying the Units. In connection with the Transaction Merger and pursuant to the Merger Agreement, the Company issued 23,584,557 shares of Common Stock to the stockholders and warrantholders of Glori Energy Technology as merger consideration, 1,062,500 shares of Common Stock to investors in the PIPE Investment and 100,000 shares of Common Stock to the underwriters upon conversion of their unit purchase options. In connection with the Redomestication, each issued and outstanding ordinary share of Infinity Corp. automatically converted into one substantially equivalent share of Company Common Stock.

Additionally, upon effectiveness of the Redomestication, each of the 5,742,900 Public Warrants of Infinity Corp. (the “Infinity Corp. Warrants”) was converted into one substantially equivalent warrant to purchase Common Stock, 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). As a condition to entering into the Merger Agreement, Glori required that Infinity Corp. effectuate certain changes with respect to the Infinity Corp. Warrant, which it viewed as fundamental to the Business Combination due to the potential dilution from the Infinity Corp. Warrants and advised that it would not approve the Business Combination unless Infinity Corp. agreed to these changes. Accordingly, Infinity’s board of directors determined that it was necessary to effectuate these changes since Glori would not otherwise approve the Business Combination. 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 became 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. Similarly, each of the 4,820,000 Insider Warrants were converted into 4,820,000 Insider Warrants of the Company. However, the holders of the Insider Warrants have agreed that the Company has the right to demand that the Insider Warrants be converted into shares of Common Stock, at a ratio of ten warrants for one share of Common Stock, during the thirty day period commencing 31 days after the consummation of the Business Combination.

The sections of the Final Prospectus entitled “Summary of the Prospectus - The Redomestication, Business Combination and Merger Agreement,” and “Description of the Combined Company’s Securities Following the Business Combination”, “Material U.S. Federal Income Tax Consequences” and “Material Differences in the Rights of Infinity Corp. Shareholders Following the Business Combination” are incorporated herein by reference. The Company Charter and the Company Bylaws are filed as Exhibits 3.3 and 3.4 to this Form 8-K, respectively, and are hereby incorporated by reference into this Item 3.03. The description of the Company Charter and the Company Bylaws referenced above is a summary and does not purport to be a complete description of those documents and is qualified in its entirety by reference to the copies of those documents filed as exhibits hereto.

Item 5.01 Changes in Control of Registrant.

As a result of the consummation of the Transaction Merger, Infinity Corp.’s former public shareholders own approximately 11% of the Company, Infinity Corp.’s former directors, officers, Sponsors and affiliates own approximately 5% of the Company, and the pre-Business Combination stockholders and warrantholders of Glori own approximately 80% of the Company.

The information set forth in 2.01 above is incorporated herein by reference.

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

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Pursuant to the Merger Agreement, effective April 14, 2014, the following persons were appointed as directors and executive officers of the Company:

	Term
Name	Expires	Age	Position
Stuart M. Page	2016	50	President and Chief Executive Officer and Director
Victor M. Perez	N/A	60	Chief Financial Officer
Dr. Michael Pavia	N/A	57	Chief Technology Officer
William M. Bierhaus II	N/A	53	Senior Vice President of Business Development
Kenneth E. Nimitz	N/A	44	Senior Vice President of Operations
Thomas Holland	N/A	62	Senior Vice President of Acquisitions and Production
John Clarke	2016	60	Chairman of the Board
Larry Aschebrook	2015	35	Director
Mark Chess	2016	35	Director
Matthew Gibbs	2015	44	Director
Thomas O. Hicks	2016	67	Director
Dr. Ganesh Kishore	2015	59	Director
Mark Puckett	2016	61	Director
Damon L. Rawie	2015	44	Director
Jonathan Schulhof	2015	39	Director
Michael Schulhof	2015	70	Director

Mr. Michael Schulhof is the father of Mr. Jonathan Schulhof.

On April 14, 2014, the Company entered into separate director agreements (the “Director Agreements”) with each director of the Company. Each of the Director Agreements provides certain terms relating to each director’s appointment including compensation, indemnification, insurance and reimbursement of certain expenses. With respect to Messrs. Page, Chess, Aschebrook, Jonathan Schulhof, Michael Schulhof, Hicks and Gibbs, the Director Agreements do not provide for compensation in consideration of their service as directors.

Set forth below is a description of the compensatory arrangements in the Director Agreements of Messrs. Clarke, Puckett and Kishore that the Company entered into as of the closing of the Business Combination.

The foregoing description of the Director Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Director Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.17 hereof and is incorporated herein by reference.

John Clarke

John Clarke's Director's Agreement provides for (i) an annual cash retainer of $50,000 and (ii) an annual grant of $75,000 in restricted shares of the Company's common stock, in each case, in consideration of Mr. Clarke's service as a director. Mr. Clarke's Director Agreement also provides for an annual fee of $15,000 in consideration of Mr. Clarke's service as chairman of the Company's board of directors and an annual fee of $15,000 in consideration of Mr. Clarke's service as chairman of the audit committee.

Mark Puckett

Mark Puckett's Director's Agreement provides for (i) an annual cash retainer of $50,000 and (ii) an annual grant of $75,000 in restricted shares of the Company's common stock, in each case, in consideration of Mr. Puckett's service as a director. Mr. Puckett's Director's Agreement also provides for an annual fee of $10,000 in consideration of Mr. Puckett's service as chairman of the compensation committee and an annual fee of $7,500 in consideration of Mr. Puckett's service as chairman of the audit committee.

Ganesh Kishore

Dr. Ganesh Kishore's Director's Agreement provides for a fee to be determined by the board in consideration of his service as chairman of the executive committee.

On April 14, 2014, the Company entered into employment agreements (the “Employment Agreements”) with the Company’s executive officers and certain other key employees of the Company. Each of the Employment Agreements provides certain terms relating to each officer’s employment including compensation, indemnification, insurance and reimbursement of certain expenses. Set forth below is a description of the employment agreements of Messrs. Page, Perez and Bierhaus that the Company entered into in connection with the Business Combination. 

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Stuart M. Page

The Company is party to an employment agreement with its chief executive officer, Stuart M. Page, effective April 14, 2014. Mr. Page’s initial annual base salary was set at $400,000, subject to increase from time to time. The employment agreement also provides for annual bonuses pursuant to the Company’s annual bonus program of not less than 50% of Mr. Page’s annual base salary, and periodic equity grants, to be determined by the Company’s board or its compensation committee, as applicable, ranging in value from 0% to 200% of Mr. Page’s annual base salary.

If the Company terminates Mr. Page’s employment without “cause” or Mr. Page terminates his employment with the Company for “good reason”, he is entitled to (i) that portion of any bonus earned but unpaid, (ii) continued base salary payments for one year and (iii) reimbursements for medical benefits for coverage for a period not to exceed twelve months. If the Company terminates Mr. Page’s employment for “cause” or if Mr. Page terminates his employment with the Company without “good reason”, Mr. Page will not be entitled to receive any payment from the Company other than the portion of his base salary, bonuses and incentive compensation that are earned but unpaid, payments for accrued but unused vacation, and payments for reasonably, properly documented business expenses incurred prior to termination.

For this purpose, “cause” is defined as any of the following: (i) being convicted of, or submitting a plea of nolo contendere or guilty to, a felony or any other crime involving moral turpitude, (ii) any act of fraud or dishonesty with respect to any aspect of the business of the Company or its affiliates, including falsification of records thereof, (iii) intentional and continued failure to perform his duties that is materially injurious to the Company and its affiliates, unless due to illness or disability or his good faith efforts to comply with applicable law, (iv) intentional engagement in misconduct that is materially injurious to the Company or its affiliates (monetarily or otherwise), (v) breach of the confidentiality or restrictive covenants provisions of the employment agreement, (vi) commencement of employment with an unrelated employer without the Company’s consent, (vii) material violation of any applicable written harassment or non-discrimination policies, (viii) material violation of any applicable written policies of the Company or its affiliates which Mr. Page has been informed is materially injurious to the Company or its affiliates, and (ix) gross negligence in the performance of his duties that is materially injurious to the Company or its affiliates (monetarily or otherwise); provided, however, that Mr. Page shall not be deemed to have been terminated for cause under subsections (ii) through (ix) of the foregoing unless the determination of cause is made by a resolution adopted by the affirmative vote of not less than two-third of the entire membership of the board (not including Mr. Page) at a meeting of the board called for the purpose of considering such termination, after reasonable notice to Mr. Page and an opportunity for Mr. Page, together with his counsel, to be heard before the board and, if reasonably possible, to cure the underlying breach..

For this purpose, “good reason” is defined as the occurrence of one of the following: (i) a material adverse reduction or diminution in position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a material reduction in base salary, (iii) any intentional material diminution of annual bonus opportunities, periodic long-term incentive awards or benefits for which Mr. Page is eligible (regardless of amounts actually earned or paid), (iv) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located or Mr. Page being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of his duties and reasonably consistent with his travel prior to the effectiveness of this employment agreement, (v) a material breach of the employment agreement by the Company, or (vi) the failure of a successor to the Company to assume Mr. Page’s employment agreement. Mr. Page shall provide written notice of any such reduction, failure, change or breach upon which he intends to relay as the basis for a resignation with good reason within 45 days of the occurrence of such reduction, failure, change or breach, and the Company shall have 45 days following the receipt of such notice to remedy the underlying condition and, if so remedied, any termination of Mr. Page’s employment on the basis of such circumstances shall not be considered a resignation for good reason.

Subject to any restrictions in the Merger Agreement, the Lock-Up Agreements or the Option Plan, if a “Change of Control” occurs, 50% of Mr. Page’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50% of Mr. Page’s then-unvested options for purchase of shares or stock of the Company will accelerate, vest in full and become fully exercisable and if the employment agreement is not assumed and Mr. Page’s employment is not continued by the resulting survivor or successor entity from such Change of Control, and the then-remaining unvested shares of restricted stock and unvested options are not replaced with similar incentive grants in the successor, or if Mr. Page is terminated without cause or resigned for good reason within 12 months of such Change of Control, then the remainder of Mr. Page’s restricted stock and options in the Company and any replacement grants, if applicable, will accelerate and immediately vest in full. As of April 14, 2014, there were no outstanding unvested options held by Mr. Page that would be subject to acceleration upon the occurrence of a Change in Control. The term “Change in Control” means (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

If Mr. Page’s employment is terminated for any reason, he is subject to: ongoing confidentiality and nondisclosure obligations; restrictive covenants of non-solicitation of employees for a period of two years following the termination of his employment for any reason and non-solicitation of customers for a period of one year following the termination of his employment for any reason; and restrictive covenants of non-competition for a period of one year following the termination of his employment for any reason.

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Victor M. Perez

The Company is party to an employment agreement with its chief financial officer, Victor M. Perez, effective April 14, 2014. Mr. Perez’s initial annual base salary was set at $260,000, subject to increase from time to time. The employment agreement also provides for annual bonuses pursuant to the Company’s annual bonus program of not less than 45% of Mr. Perez’s annual base salary, and periodic equity grants, to be determined by the Company’s board or its compensation committee, as applicable, ranging in value from 0% to 100% of Mr. Perez’s annual base salary.

If the Company terminates Mr. Perez’s employment without “cause” or Mr. Perez terminates his employment with the Company for “good reason”, he is entitled to (i) that portion of any bonus earned but unpaid, (ii) continued base salary payments for six months and (iii) reimbursements for medical benefits for coverage for a period not to exceed twelve months. If the Company terminates Mr. Perez’s employment for “cause” or if Mr. Perez terminates his employment with the Company without “good reason”, Mr. Perez will not be entitled to receive any payment from the Company other than the portion of his base salary, bonuses and incentive compensation that are earned but unpaid, payments for accrued but unused vacation, and payments for reasonably, properly documented business expenses incurred prior to termination.

For this purpose, “cause” is defined as any of the following: (i) being convicted of, or submitting a plea of nolo contendere or guilty to, a felony or any other crime involving moral turpitude, (ii) any act of fraud or dishonesty with respect to any aspect of the business of the Company or its affiliates, including falsification of records thereof, (iii) intentional and continued failure to perform his duties that is materially injurious to the Company and its affiliates, unless due to illness or disability or his good faith efforts to comply with applicable law, (iv) intentional engagement in misconduct that is materially injurious to the Company or its affiliates (monetarily or otherwise), (v) breach of the confidentiality or restrictive covenants provisions of the employment agreement, (vi) commencement of employment with an unrelated employer without the Company’s consent, (vii) material violation of any applicable written harassment or non-discrimination policies, (viii) material violation of any applicable written policies of the Company or its affiliates which Mr. Perez has been informed is materially injurious to the Company or its affiliates, and (ix) gross negligence in the performance of his duties that is materially injurious to the Company or its affiliates (monetarily or otherwise); provided, however, that Mr. Perez shall not be deemed to have been terminated for cause under subsections (ii) through (ix) of the foregoing unless the determination of cause is made by a resolution adopted by the affirmative vote of not less than two-third of the entire membership of the board at a meeting of the board called for the purpose of considering such termination, after reasonable notice to Mr. Perez and an opportunity for Mr. Perez, together with his counsel, to be heard before the board and, if reasonably possible, to cure the underlying breach..

For this purpose, “good reason” is defined as the occurrence of one of the following: (i) a material adverse reduction or diminution in position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a material reduction in base salary, (iii) any intentional material diminution of annual bonus opportunities, periodic long-term incentive awards or benefits for which Mr. Perez is eligible (regardless of amounts actually earned or paid), (iv) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located or Mr. Perez being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of his duties and reasonably consistent with his travel prior to the effectiveness of this employment agreement, (v) a material breach of the employment agreement by the Company, or (vi) the failure of a successor to the Company to assume Mr. Perez’s employment agreement. Mr. Perez shall provide written notice of any such reduction, failure, change or breach upon which he intends to relay as the basis for a resignation with good reason within 45 days of the occurrence of such reduction, failure, change or breach, and the Company shall have 45 days following the receipt of such notice to remedy the underlying condition and, if so remedied, any termination of Mr. Perez’s employment on the basis of such circumstances shall not be considered a resignation for good reason.

Subject to any restrictions in the Merger Agreement, the Lock-Up Agreements or the Option Plan, if a “Change of Control” occurs, 50% of Mr. Perez’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50% of Mr. Perez’s then-unvested options for purchase of shares or stock of the Company will accelerate, vest in full and become fully exercisable and if the employment agreement is not assumed and Mr. Perez’s employment is not continued by the resulting survivor or successor entity from such Change of Control, and the then-remaining unvested shares of restricted stock and unvested options are not replaced with similar incentive grants in the successor, or if Mr. Perez is terminated without cause or resigned for good reason within 12 months of such Change of Control, then the remainder of Mr. Perez’s restricted stock and options in the Company and any replacement grants, if applicable, will accelerate and immediately vest in full. As of April 14, 2014, there were 51,725 outstanding unvested options held by Mr. Perez that would be subject to acceleration upon the occurrence of a Change in Control. The term “Change in Control” means (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

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If Mr. Perez’s employment is terminated for any reason, he is subject to: ongoing confidentiality and nondisclosure obligations; restrictive covenants of non-solicitation of employees for a period of two years following the termination of his employment for any reason and non-solicitation of customers for a period of one year following the termination of his employment for any reason; and restrictive covenants of non-competition for a period of one year following the termination of his employment for any reason.

William M. Bierhaus II

The Company is party to an employment agreement with Mr. Bierhaus, effective April 14, 2014. Mr. Bierhaus’ initial annual base salary was set at $250,000, subject to increase from time to time. The employment agreement also provides for annual bonuses pursuant to the Company’s annual bonus program of not less than 40% of Mr. Bierhaus’ annual base salary, and periodic equity grants, to be determined by the Company’s board or its compensation committee, as applicable, ranging in value from 0% to 100% of Mr. Bierhaus’ annual base salary.

If the Company terminates Mr. Bierhaus’ employment without “cause” or Mr. Bierhaus terminates his employment with the Company for “good reason”, he is entitled to (i) that portion of any bonus earned but unpaid, (ii) continued base salary payments for six months and (iii) reimbursements for medical benefits for coverage for a period not to exceed twelve months. If the Company terminates Mr. Bierhaus’ employment for “cause” or if Mr. Bierhaus terminates his employment with the Company without “good reason”, Mr. Bierhaus will not be entitled to receive any payment from the Company other than the portion of his base salary, bonuses and incentive compensation that are earned but unpaid, payments for accrued but unused vacation, and payments for reasonably, properly documented business expenses incurred prior to termination.

For this purpose, “cause” is defined as any of the following: (i) being convicted of, or submitting a plea of nolo contendere or guilty to, a felony or any other crime involving moral turpitude, (ii) any act of fraud or dishonesty with respect to any aspect of the business of the Company or its affiliates, including falsification of records thereof, (iii) intentional and continued failure to perform his duties that is materially injurious to the Company and its affiliates, unless due to illness or disability or his good faith efforts to comply with applicable law, (iv) intentional engagement in misconduct that is materially injurious to the Company or its affiliates (monetarily or otherwise), (v) breach of the confidentiality or restrictive covenants provisions of the employment agreement, (vi) commencement of employment with an unrelated employer without the Company’s consent, (vii) material violation of any applicable written harassment or non-discrimination policies, (viii) material violation of any applicable written policies of the Company or its affiliates which Mr. Bierhaus has been informed is materially injurious to the Company or its affiliates, and (ix) gross negligence in the performance of his duties that is materially injurious to the Company or its affiliates (monetarily or otherwise); provided, however, that Mr. Bierhaus shall not be deemed to have been terminated for cause under subsections (ii) through (ix) of the foregoing unless the determination of cause is made by a resolution adopted by the affirmative vote of not less than two-third of the entire membership of the board at a meeting of the board called for the purpose of considering such termination, after reasonable notice to Mr. Bierhaus and an opportunity for Mr. Bierhaus, together with his counsel, to be heard before the board and, if reasonably possible, to cure the underlying breach..

For this purpose, “good reason” is defined as the occurrence of one of the following: (i) a material adverse reduction or diminution in position, authority, duties or responsibilities, but not a change in reporting relationships, (ii) a material reduction in base salary, (iii) any intentional material diminution of annual bonus opportunities, periodic long-term incentive awards or benefits for which Mr. Bierhaus is eligible (regardless of amounts actually earned or paid), (iv) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located or Mr. Bierhaus being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of his duties and reasonably consistent with his travel prior to the effectiveness of this employment agreement, (v) a material breach of the employment agreement by the Company, or (vi) the failure of a successor to the Company to assume Mr. Bierhaus’ employment agreement. Mr. Bierhaus shall provide written notice of any such reduction, failure, change or breach upon which he intends to relay as the basis for a resignation with good reason within 45 days of the occurrence of such reduction, failure, change or breach, and the Company shall have 45 days following the receipt of such notice to remedy the underlying condition and, if so remedied, any termination of Mr. Bierhaus’ employment on the basis of such circumstances shall not be considered a resignation for good reason.

Subject to any restrictions in the Merger Agreement, the Lock-Up Agreements or the Option Plan, if a “Change of Control” occurs, 50% of Mr. Bierhaus’ then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50% of Mr. Bierhaus’ then-unvested options for purchase of shares or stock of the Company will accelerate, vest in full and become fully exercisable and if the employment agreement is not assumed and Mr. Bierhaus’ employment is not continued by the resulting survivor or successor entity from such Change of Control, and the then-remaining unvested shares of restricted stock and unvested options are not replaced with similar incentive grants in the successor, or if Mr. Bierhaus is terminated without cause or resigned for good reason within 12 months of such Change of Control, then the remainder of Mr. Bierhaus’ restricted stock and options in the Company and any replacement grants, if applicable, will accelerate and immediately vest in full. As of April 14, 2014, there were no outstanding unvested options held by Mr. Bierhaus that would be subject to acceleration upon the occurrence of a Change in Control. The term “Change in Control” means (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

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If Mr. Bierhaus’ employment is terminated for any reason, he is subject to: ongoing confidentiality and nondisclosure obligations; restrictive covenants of non-solicitation of employees for a period of two years following the termination of his employment for any reason and non-solicitation of customers for a period of one year following the termination of his employment for any reason; and restrictive covenants of non-competition for a period of one year following the termination of his employment for any reason.

The information set forth in Item 2.01 above and the sections of the Final Prospectus entitled “Directors, Executive Officers, Executive Compensation and Corporate Governance - Directors and Executive Officers after the Business Combination” and “Directors, Executive Officers, Executive Compensation and Corporate Governance – Compensation of Directors and Executive Officers” are incorporated herein by reference. Copies of the employment agreements of Messrs. Page, Perez and Bierhaus are filed hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

The Company’s Bylaws grant the board of directors the authority to delegate its powers to committees. The Company’s committees are required to conduct meetings and take action in accordance with the directions of the board of directors, the charter and the terms of the respective committee charters. The Company has created four standing committees: the audit committee, the compensation committee, the nominating and corporate governance committee and the executive committee. Each of the audit committee, compensation committee and nominating and corporate governance committee may not delegate any of its authority to subcommittees unless otherwise authorized by the board of directors. The executive committee may delegate some of its responsibilities to the other committees of the Board and monitor their work.

Audit Committee

Prior to the Business Combination, the Company established and approved the charter of the audit committee. The audit committee is comprised entirely of independent directors who meet the independence requirements of Nasdaq and Rule 10A-3 of the Exchange Act, and includes at least one “audit committee financial expert,” as defined by the SEC rules. Messrs. Clarke, Puckett and J. Schulhof serve as members of the audit committee and Mr. Clarke serves as chairman of the audit committee. Each member of the audit committee is financially literate and Mr. Clarke qualifies as an “audit committee financial expert.” The audit committee is responsible for, among other things:

¨ retaining and overseeing our independent accountants;

¨ assisting the board of directors in its oversight of the integrity of our financial statements, the qualifications, independence and performance of our independent auditors and our compliance with legal and regulatory requirements;

¨ reviewing and approving the plan and scope of the internal and external audit;

¨ pre-approving any audit and non-audit services provided by our independent auditors;

¨ approving the fees to be paid to our independent auditors;

¨ reviewing with our chief executive officer and chief financial officer and independent auditors the adequacy and effectiveness of our internal controls;

¨ reviewing and assessing the Company’s risk tolerance in the context of the Company’s business strategy, financial resources and performance;

¨ approving and overseeing the review and evaluation of the Company’s reserves and related matters;

¨ preparing the audit committee report to be filed with the SEC; and

¨ reviewing and assessing annually the audit committee’s performance and the adequacy of its charter.

Compensation Committee

Prior to the Business Combination, the Company established and approved the charter of the compensation committee. The compensation committee is comprised entirely of independent directors who meet the independence requirements of Nasdaq. In accordance with the compensation committee charter, the members are “outside directors” as defined in Section 162(m) of the Code and “non-employee directors” within the meaning of Section 16 of the Exchange Act. Messrs. Puckett, Gibbs and Kishore serve as members of the compensation committee and Mr. Puckett serves as chairman of the compensation committee. The responsibilities of the compensation committee include:

¨ determining the compensation of our executive officers;

¨ making recommendations to the board of directors regarding equity-based and incentive compensation plans, policies and programs.

¨ reviewing executive compensation policies and plans;

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¨ implementing and administering incentive compensation equity-based remuneration plans;

¨ assisting management in complying with proxy statement and annual report disclosure requirements;

¨ approving all special perquisites, special cash payments and other special compensation and benefit arrangements for executive officers and employees;

¨ producing a report on executive compensation to be included in the annual proxy statement; and

¨ reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Nominating and Corporate Governance Committee

Prior to the Business Combination, the Company established and approved the charter of the nominating and corporate governance committee. The nominating and corporate governance committee is comprised entirely of independent directors who meet the independence requirements of Nasdaq. Messrs. Gibbs, Kishore and Puckett serve as members of the nominating and corporate governance committee and Mr. Puckett serves as chairman of the nominating and corporate governance committee. The nominating and corporate governance committee is responsible for, among other things:

¨ recommending the number of directors to comprise the board;

¨ identifying and evaluating individuals qualified to become members of the board, and soliciting recommendations for director nominees from the chairman and chief executive officer of Infinity Acquisition;

¨ recommending to the board of directors the director nominees for each annual stockholders’ meeting;

¨ recommending to the board of directors the candidates for filling vacancies that may occur between annual stockholders’ meetings;

¨ reviewing independent director compensation and board processes, self-evaluations and policies;

¨ overseeing compliance with the code of ethics and conduct by our officers and directors; and

¨ monitoring developments in the law and practice of corporate governance.

Executive Committee

Prior to the Business Combination, the Company established and approved the charter of the executive committee. Messrs. Gibbs, Kishore, Page, Schulhof and Clarke serve as members of the executive committee and Dr. Kishore serves as chairman of the executive committee. The executive committee is responsible for, among other things, overseeing and approving capital expenditures of the Company in excess of $50,000 as recommended by the Chief Executive Officer of the Company and reviewing and assessing annually the executive committee’s performance and the adequacy of its charter.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective April 14, 2014, the Company filed with the Delaware Secretary of State a Certificate of Merger and the Company Charter, copies of which are filed hereto as Exhibits 3.4 and 3.3 respectively and incorporated herein by reference. Additionally, effective April 14, 2014, the Company adopted Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.4 and incorporated herein by reference.

Effective April 14, 2014, pursuant to the Merger Agreement, the Company has changed its fiscal year end from March 31 to December 31. The Company intends to file an amendment to this Form 8-K covering the transition period associated with the change in fiscal year end.

The information included in Item 3.03 above and the section of the Final Prospectus entitled “Material Differences in the Rights of Infinity Corp. Shareholders following the Business Combination” are incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, the Company ceased to be a shell company as of the Closing Date. The information set forth in Item 2.01 above is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The following audited financial statements of Glori Energy Technology (referred to therein as Glori Energy Inc.) and the Coke Field Acquisition are incorporated herein by reference to the Final Prospectus beginning on page F-1 and F-64, respectively:

Consolidated Financial Statements of Glori Energy Technology (referred to therein as Glori Energy Inc.) and Subsidiaries

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets – As of December 31, 2012 and 2013

Consolidated Statements of Operations – For the years ended December 31, 2012 and 2013

Consolidated Statements of Temporary Equity and Stockholders’ Equity - For the years ended December 31, 2012 and 2013

Consolidated Statements of Cash Flows – For the years ended December 31, 2012 and 2013

Notes to Consolidated Financial Statements

Statements of Revenues and Direct Operating Expenses of the Coke Field Acquisition

Report of Independent Registered Public Accounting Firm

Statements of Revenues and Direct Operating Expenses– For the years ended December 31, 2012 and 2013

Notes to the Statements of Revenues and Direct Operating Expenses

(b) Pro Forma Financial Information

The following unaudited condensed combined pro forma consolidated financial statements are incorporated herein by reference to such statements in the Final Prospectus in the section entitled “Unaudited Condensed Combined Pro Forma Financial Statements”. 

Unaudited Condensed Combined Pro Forma Balance Sheets as of December 31, 2013

Unaudited Condensed Combined Pro Forma Statements of Operations for the Year Ended March 31, 2013

Unaudited Condensed Combines Pro Forma Statements of Operations for the Nine Months Ended December 31, 2013

Notes to the Unaudited Condensed Combined Pro Forma Financial Statements

(d) Exhibits.

The following exhibits are filed herewith

Exhibit Number	Description
2.1	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.
2.2	First Amendment to the Merger and Share Exchange Agreement, dated February 20, 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.
2.3	Second Amendment to the Merger and Share Exchange Agreement, dated March 20, 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.

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3.1	Certificate of Incorporation of Glori Acquisition Corp.
3.2	Bylaws of Glori Acquisition Corp.
3.3	Form of Amended and Restated Certificate of Incorporation of Glori Energy, Inc.
3.4	Amended and Restated By laws of Glori Energy Inc.
4.1	Form of Registration Rights Agreement by and among Glori Acquisition Corp. and each of the signatories thereto
4.2	Form of Registration Rights Agreement by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto
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 Amendment No. 1 to Warrant Agreement between Infinity Cross Border Acquisition Corp. and Continental Stock Transfer & Trust Company
10.1	Share Purchase Agreement, dated January 7, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition  Corp. and each of the buyers thereto
10.2	Form of Employment Agreement by and between Stuart M. Page and Glori Acquisition Corp.
10.3	Form of Employment Agreement by and between Victor M. Perez and Glori Acquisition Corp.
10.4	Form of Employment Agreement by and between William M. Bierhaus II and Glori Acquisition Corp.
10.5	Agency Representation Agreement, effective December 31, 2013, by and among Glori Energy, Inc. and Petro-King Oilfield Technology LTD
10.6	Loan and Security Agreement, dated as of June 11, 2012, by and among Glori Energy Inc., Glori California Inc., Glori Holdings Inc., Glori Oil (Argentina) Limited and Hercules Technology Growth Capital, Inc.
10.7	Amendment No. 1 to Loan and Security Agreement, dated June 27, 2013, by and among Glori Energy Inc., Glori California Inc., Glori Holdings Inc., Glori Oil (Argentina) Limited and Hercules Technology Growth Capital, Inc.
10.8	Warrant Agreement, dated June 11, 2012, by and among Glori Energy Inc. and Hercules Technology Growth Capital, Inc.
10.9	Convertible Note Purchase Agreement, dated May 31, 2011, by and among Glori Energy Inc. and Energy Technology Ventures, LLC
10.10	Series C Preferred Stock Purchase Agreement, dated December 30, 2011, by and among Glori Energy Inc. and the purchasers thereto
10.11	Series C-1 Preferred Stock and Warrant Purchase Agreement, dated April 30, 2013, by and among Glori Energy Inc. and the purchasers thereto
10.12	Series C-2 Preferred Stock and Warrant Purchase Agreement, dated March 14, 2014, by and among Glori Energy Inc. and the purchasers thereto
10.13	Note Purchase Agreement dated March 14, 2014, by and among Glori Energy Production Inc. and the purchasers thereto
10.14	Second Lien Secured Term Note, dated March 13, 2014, by Glori Energy Inc. to E.W. Holdings Inc.
10.15	Amendment and Assumption Agreement to the Glori Oil Limited 2006 Stock Option and Grant Plant dated April 14, 2014
10.16	Form at Indemnification Agreement
10.17	Form of Director Agreement
10.18	Form of Termination and Release Agreement
21.1	List of Subsidiaries
23.5	Consent of Collarini Associates
23.6	Consent of Collarini Associates
23.7	Consent of William M. Cobb & Associates, Inc.
99.1	Collarini Associates Forecast of Production and Reserves at January 1, 2013
99.2	Field Experience from a Biotechnology Approach to Water Flood Improvement, SPE 144205-PP
99.3	Collarini Associates Forecast of Production and Reserves at January 1, 2014
99.4	William M. Cobb & Associates, Inc. reserve engineer report at January 1, 2014
99.5	Excerpts from Registrant’s Amendment No. 4 (File No. 333-193387) to Form S-4 filed with the Commission on April 9, 2014
99.6	Glori Energy Inc. Press Release dated April 14, 2014
99.7	Letter to Nasdaq OMX Group dated March 26, 2014

22

SIGNATURE

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

	Glori Energy Inc.
Date: April 17, 2014	By:	/s/ Stuart Page
	Name: Stuart Page
	Title: Chief Executive Officer

Exhibit Number	Description
2.1	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.
2.2	First Amendment to the Merger and Share Exchange Agreement, dated February 20, 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.
2.3	Second Amendment to the Merger and Share Exchange Agreement, dated March 20, 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.
3.1	Certificate of Incorporation of Glori Acquisition Corp.
3.2	Bylaws of Glori Acquisition Corp.
3.3	Form of Amended and Restated Certificate of Incorporation of Glori Energy, Inc.
3.4	Amended and Restated By laws of Glori Energy Inc.
4.1	Form of Registration Rights Agreement by and among Glori Acquisition Corp. and each of the signatories thereto
4.2	Form of Registration Rights Agreement by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corp. and each of the buyers thereto
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 Amendment No. 1 to Warrant Agreement between Infinity Cross Border Acquisition Corp. and Continental Stock Transfer & Trust Company
10.1	Share Purchase Agreement, dated January 7, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition  Corp. and each of the buyers thereto
10.2	Form of Employment Agreement by and between Stuart M. Page and Glori Acquisition Corp.
10.3	Form of Employment Agreement by and between Victor M. Perez and Glori Acquisition Corp.
10.4	Form of Employment Agreement by and between William M. Bierhaus II and Glori Acquisition Corp.
10.5	Agency Representation Agreement, effective December 31, 2013, by and among Glori Energy, Inc. and Petro-King Oilfield Technology LTD
10.6	Loan and Security Agreement, dated as of June 11, 2012, by and among Glori Energy Inc., Glori California Inc., Glori Holdings Inc., Glori Oil (Argentina) Limited and Hercules Technology Growth Capital, Inc.
10.7	Amendment No. 1 to Loan and Security Agreement, dated June 27, 2013, by and among Glori Energy Inc., Glori California Inc., Glori Holdings Inc., Glori Oil (Argentina) Limited and Hercules Technology Growth Capital, Inc.
10.8	Warrant Agreement, dated June 11, 2012, by and among Glori Energy Inc. and Hercules Technology Growth Capital, Inc.
10.9	Convertible Note Purchase Agreement, dated May 31, 2011, by and among Glori Energy Inc. and Energy Technology Ventures, LLC
10.10	Series C Preferred Stock Purchase Agreement, dated December 30, 2011, by and among Glori Energy Inc. and the purchasers thereto
10.11	Series C-1 Preferred Stock and Warrant Purchase Agreement, dated April 30, 2013, by and among Glori Energy Inc. and the purchasers thereto
10.12	Series C-2 Preferred Stock and Warrant Purchase Agreement, dated March 14, 2014, by and among Glori Energy Inc. and the purchasers thereto
10.13	Note Purchase Agreement dated March 14, 2014, by and among Glori Energy Production Inc. and the purchasers thereto
10.14	Second Lien Secured Term Note, dated March 13, 2014, by Glori Energy Inc. to E.W. Holdings Inc.
10.15	Amendment and Assumption Agreement to the Glori Oil Limited 2006 Stock Option and Grant Plant dated April 14, 2014
10.16	Form at Indemnification Agreement
10.17	Form of Director Agreement
10.18	Form of Termination and Release Agreement
21.1	List of Subsidiaries

23

23.5	Consent of Collarini Associates
23.6	Consent of Collarini Associates
23.7	Consent of William M. Cobb & Associates, Inc.
99.1	Collarini Associates Forecast of Production and Reserves at January 1, 2013
99.2	Field Experience from a Biotechnology Approach to Water Flood Improvement, SPE 144205-PP
99.3	Collarini Associates Forecast of Production and Reserves at January 1, 2014
99.4	William M. Cobb & Associates, Inc. reserve engineer report at January 1, 2014
99.5	Excerpts from Registrant’s Amendment No. 4 (File No. 333-193387) to Form S-4 filed with the Commission on April 9, 2014
99.6	Glori Energy Inc. Press Release dated April 14, 2014
99.7	Letter to Nasdaq OMX Group dated March 26, 2014

24

EX-2.1

Execution version

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
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

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TABLE OF CONTENTS

(continued)

		Page
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
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

-ii-

TABLE OF CONTENTS

(continued)

		Page
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
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	55
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
7.3	Indemnification by the Purchaser	63
7.4	Payment from Escrow Account	63
7.5	Limitations and General Indemnification Provisions	63

-iii-

TABLE OF CONTENTS

(continued)

		Page
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
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

-iv-

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.

1

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.

2

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.

3

(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.

4

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. 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.

89

“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:

90

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

91

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]

92

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/
	Name:
	Title:
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/
	Name:
	Title:

[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-2.2

FIRST AMENDMENT TO THE

MERGER AND SHARE EXCHANGE AGREEMENT

This First Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of February 20, 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 as further described in the Agreement (as defined below) (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”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger and Share Exchange Agreement, dated January 8, 2014, by and among the Parties (as amended, the “Agreement”).

WITNESSETH:

A.             The Parties have entered into the Agreement, which sets forth the Parties’ rights and obligations with respect to the Transactions; and

B.            The Parties desire to amend the Agreement to reflect the entrance by Glori Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Glori Holdings”), and Petro-Hunt, L.L.C., a Texas limited liability company (“Petro-Hunt”), into that certain Purchase and Sale Agreement, dated as of February 4, 2014 (the “PSA”), as well as certain related and unrelated matters.

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

Article I
Amendments

1.1            PIPE Investment Amendments. The Agreement is amended as follows.

(a)            Section 8.2(g) of the Agreement is amended to include the phrase “in cash or in kind (including debt instruments), with in kind amounts not to exceed $2,000,000,” after the words “Eight Million, Five Hundred Thousand dollars ($8,500,000)”.

(b)            Section 8.2(h) of the Agreement is amended to include the phrase “in cash or in kind (including debt instruments), with in kind amounts not to exceed $2,000,000,” after the words “Twenty-Five Million Dollars ($25,000,000)”.

(c)            The following is added to the Agreement as Section 6.20:

6.20            Petro-Hunt Note. The Purchaser acknowledges the agreement by Glori Holdings to issue the Petro-Hunt Note pursuant to the PSA, and the Purchaser, from and after the Closing, subject to the consummation of the transactions contemplated by the PSA, agrees to take all reasonable action necessary to implement the conversion features of the Petro-Hunt Note.

(d)            The following definitions are added to Section 12.1 of the Agreement:

“Glori Holdings” means Glori Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company.

“Petro-Hunt Note” means that certain 6.0% Convertible Promissory Note for Two Million Dollars ($2,000,000) to be issued by Glori Holdings to Petro-Hunt L.L.C. upon the consummation of the transactions contemplated by the PSA and due one year thereafter.

“PSA” means that certain Purchase and Sale Agreement, dated as of February 4, 2014, by and between Glori Holdings and Petro-Hunt, L.L.C.

1.2            All Access Common Warrant. In connection with the issuance of that certain Common Stock Warrant, dated as of November 22, 2013, to All Access International, LLC by the Company, the Agreement is amended as follows:

(a)            Section 2.7 of the Agreement is amended (i) so that Subsection (a)(ii) includes the phrase “, calculated on a Convertible Basis, as amended by the relevant Company Warrant Termination Agreement” after the phrase “owned by such Company Holder”, (ii) so that the parenthetical in Subsection (a)(ii) includes the word “applicable” before the phrase “Company Warrant Termination Agreement” and (iii) so that Subsection (b)(ii) includes the phrase “, calculated on a Convertible Basis, as amended by the Company Warrant Termination Agreements” after the phrase “under all outstanding Company Warrants”.

(b)            The last sentence of Section 2.8(c) of the Agreement is amended to read as follows: “All Company Warrants to acquire Company Stock will be treated on a Convertible Basis.”

(c)            The definition of Convertible Basis set forth in the Agreement is amended so that all references to “Company Preferred Stock” in part (b) are replaced with references to “Company Stock”.

Article II
Consents and Waivers

2.1            Consent of the Parent. By executing this Amendment, the Parent (a) consents to the entrance into the PSA by Glori Holdings, and all of the transactions contemplated thereby, and such consent constitutes a written consent as required by Section 6.3 of the Agreement, and (b) acknowledges and agrees to the effect of the PSA and all of the transactions contemplated thereby on the Indebtedness and consolidated cash on hand of the Target Companies, as referenced in Section 8.3(l) of the Agreement.

2.2            Waivers by the Parent. The Parent hereby waives the failure by the Company to enter into Warrant Termination Agreements with Silicon Valley Bank and All Access International, LLC within ten (10) Business Days of execution of the Agreement as required by Section 6.18 of the Agreement; provided, that the Parent does not waive its rights under any other provision of the Agreement with respect to the Warrant Termination Agreements, including Section 8.3(m) of the Agreement.

Article III
MISCELLANEOUS

3.1            Incorporation by Reference. Sections 11.1 through 11.6 and Section 11.8 through 11.10 of the Agreement are hereby incorporated by reference and apply to this Amendment as if all references to “Agreement” contained therein were instead references to “Amendment.”

3.2            Entire Agreement. This Amendment, the Agreement, and the documents or instruments referred to herein or therein, including any exhibits and schedules attached hereto or thereto, 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 therein or the Confidentiality Agreement, which collectively supersede all prior agreements and the understandings among the Parties with respect to such subject matter. This Amendment may only be amended pursuant to a written agreement signed by each of the Parties hereto.

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

IN WITNESS WHEREOF, each Party hereto has caused this Amendment 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:	EVP

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 S. Ivershatz
	Name:	Avishai S. Ivershatz
	Title:	Managing Partner

[SIGNATURE PAGE TO FIRST AMENDMENT TO THE 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 FIRST AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENT]

EX-2.3

Execution Version

SECOND AMENDMENT TO THE

MERGER AND SHARE EXCHANGE AGREEMENT

This Second Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of March 20, 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 as further described in the Agreement (as defined below) (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”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Merger and Share Exchange Agreement, dated January 8, 2014, by and among the Parties, as amended by the First Amendment to the Merger and Share Exchange Agreement, dated February 20, 2014, by and among the Parties (as amended, the “Agreement”).

WITNESSETH:

A.           The Parties have entered into the Agreement, which sets forth the Parties’ rights and obligations with respect to the Transactions; and

B.           The Parties desire to amend the Agreement to reflect the authorization by the Company of a new class of stock, designated Series C-2 Preferred, par value $0.0001 per share (the “Series C-2 Preferred Stock”), the entrance by the Company into the Series C-2 Preferred Stock and Warrant Purchase Agreement, dated as of March 13, 2014 (the “Series C-2 Purchase Agreement”), and the issuance by the Company of the Series C-2 Preferred Stock and the warrants to purchase shares of the Series C-2 Preferred Stock pursuant to the Series C-2 Purchase Agreement (the “Series C-2 Issuance”).

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

Article I
Amendments

1.1           Merger Consideration Amendments. The Agreement is amended as follows.

(a)          Section 2.7 of the Agreement is amended so that the language reading “twenty-two million, nine hundred fifty-three thousand, four hundred thirty-two (22,953,432)” is replaced with language reading “twenty-three million, five hundred eighty-four thousand, five hundred fifty-seven (23,584,557)”.

1

(b)          Section 2.15 of the Agreement is amended so that the language reading “six hundred eight-eight thousand, six hundred and three (688,603)” is replaced with language reading “seven hundred seven thousand, five hundred thirty-seven (707,537)”.

(c)          The first sentence of Section 5.3(a) of the Agreement is amended to read as follows: “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) 29,522,607 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, (B) 2,901,052 of which have been designated Company Series B Preferred Stock, 2,901,052 of which are issued and outstanding, (C) 13,780,033 of which have been designated Company Series C Preferred Stock, 7,296,607 of which are issued and outstanding, (D) 8,836,718 of which have been designated Company Series C-1 Preferred Stock, 4,308,645 of which are issued and outstanding, and (E) 3,482,952 of which have been designated Company Series C-2 Preferred Stock, 1,842,028 of which are issued and outstanding.”

(d)          The definition of Company Investor Agreement set forth in the Agreement is amended so that each reference to “Fourth” is instead a reference to “Fifth” and each reference to “April 30, 2013” is instead a reference to “March 13, 2014”.

(e)          The definition of Company Preferred Stock set forth in the Agreement to is amended include the phrase “, the Company Series C-2 Preferred Stock” after the words “Company Series C Preferred Stock”.

(f)          The following definition is added to Section 12.1 of the Agreement:

“Company Series C-2 Preferred Stock” means the Series C-2 Preferred Stock, par value $0.0001 per share, of the Company.

1.2           Changes to Exhibits. Exhibits A and B to the Agreement are replaced with Exhibits A and B to this Amendment.

Article II
Consents and Waivers

2.1           Consent of the Parent. By executing this Amendment, the Parent (a) consents to the amendment of the Organizational Documents of the Company to reflect the authorization of the Series C-2 Preferred, (b) consents to the entrance by the Company into the Series C-2 Purchase Agreement, (c) consents to the entrance by the Company into the amended and restated Company Investor Agreement, (d) consents to the Series C-2 Issuance by the Company and each such consent constitutes a written consent as required by Section 6.3 of the Agreement.

2.2           Waivers by the Parent. The Parent hereby waives the failure by the Company to enter into Warrant Termination Agreements with holders of Series C-2 warrants within ten (10) Business Days of execution of the Agreement as required by Section 6.18 of the Agreement; provided, that the Parent does not waive its rights under any other provision of the Agreement with respect to the Warrant Termination Agreements, including Section 8.3(m) of the Agreement.

2

Article III
MISCELLANEOUS

3.1           Incorporation by Reference. Sections 11.1 through 11.6 and Section 11.8 through 11.10 of the Agreement are hereby incorporated by reference and apply to this Amendment as if all references to “Agreement” contained therein were instead references to “Amendment.”

3.2           Entire Agreement. This Amendment, the Agreement, and the documents or instruments referred to herein or therein, including any exhibits and schedules attached hereto or thereto, 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 therein or the Confidentiality Agreement, which collectively supersede all prior agreements and the understandings among the Parties with respect to such subject matter. This Amendment may only be amended pursuant to a written agreement signed by each of the Parties hereto.

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

3

IN WITNESS WHEREOF, each Party hereto has caused this Amendment 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:
	Name:
	Title:
The Purchaser:
GLORI ACQUISITION CORP.,
a Delaware corporation
By:
	Name:  Mark Chess
	Title: President
Merger Sub:
GLORI MERGER SUBSIDIARY, INC.,
a Delaware corporation
By:
	Name:  Mark Chess
	Title:President
The INXB Representative:
INFINITY-C.S.V.C. MANAGEMENT LTD.,
in its capacity hereunder as the INXB Representative
By:
	Name:
	Title:

[SIGNATURE PAGE TO SECOND AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENT]

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

[SIGNATURE PAGE TO SECOND AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENT]

EXHIBIT A

Form of Lock-Up Agreement

[See attached]

EXHIBIT B

Form of Registration Rights Agreement

[See attached]

EX-3.1

CERTIFICATE OF INCORPORATION

OF

GLORI ACQUISITION CORP.

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate of Incorporation, and does hereby certify as follows:

FIRST:                 The name of the corporation is Glori Acquisition Corp. (the “Corporation”).

SECOND:            The address of the Corporation’s registered office in the State of Delaware is Vcorp Services, LLC, 1811 Silverside Road, Wilmington, DE 19810, New Castle County. The name of the Corporation’s registered agent at such address is Vcorp Services, LLC.

THIRD:               The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as amended from time to time (the “DGCL”).

FOURTH:           The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is one thousand (1,000) shares, all of which shall be common stock, par value $0.01 per share. The holders of the common stock shall exclusively possess all voting power and each share of common stock shall have one vote on all matters submitted to the stockholders for a vote.

FIFTH:                The name and mailing address of the sole incorporator of the Corporation is Matthew A. Gray, Esq., c/o Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11^th Floor, New York, NY 10105.

SIXTH:                The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A.          Election of directors need not be by ballot unless the by-laws of the Corporation so provide.

B.          The Board of Directors shall have the power, without the assent or vote of the stockholders, to make, alter, amend, change, add to or repeal the by-laws of the Corporation.

C.          The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interests, or for any other reason.

1

D.          In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate of Incorporation, and to any by-laws from time to time made by the stockholders; provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SEVENTH:          A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation or any repeal or modification of the relevant provisions of the DGCL shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such repeal or modification.

EIGHTH:             The Corporation, to the full extent permitted by Section 145 of the DGCL, as amended from time to time, shall indemnify all persons whom it may indemnify pursuant thereto. Expenses (including, without limitation, attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit or proceeding for which such officer or director may be entitled to indemnification hereunder shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized hereby. Any repeal or modification of this Article EIGHTH by the stockholders of the Corporation or any repeal or modification of the relevant provisions of the DGCL shall not adversely affect any right or protection of a person or entity entitled to indemnification hereunder with respect to events occurring prior to the time of such repeal or modification. For purposes of this Article EIGHTH, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, fiduciaries and agents, so that any person or entity who is or was a director, officer, employee, fiduciary or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this EIGHTH with respect to the resulting or surviving corporation as he, she or it would have with respect to such constituent corporation if its separate existence had continued. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article EIGHTH shall not be exclusive of any other right which any person or entity may have or hereafter acquire under any statute, provision of this certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

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NINTH:               Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

TENTH:              Except to the extent expressly set forth in Articles SEVENTH and EIGHTH, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation this 2^nd day of January, 2014.

/s/ Matthew A. Gray

Matthew A. Gray, Sole Incorporator

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EX-3.2

BYLAWS
OF
GLORI ACQUISITION CORP.,
a Delaware corporation (the “Corporation”)

Adopted as of January 6, 2014

ARTICLE I
OFFICES; BOOKS AND RECORDS

Section 1.01.         Registered Office. The registered office of the Corporation in the State of Delaware is Vcorp Services, LLC, 1811 Silverside Road, Wilmington, DE 19810, New Castle County. The name of the Corporation’s registered agent at such address is Vcorp Services, LLC.

Section 1.02.         Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Corporation’s Board of Directors (the “Board”) may from time to time determine or the business of the Corporation may require.

Section 1.03.         Books and Records. The books and records of the Corporation may be kept within or without the State of Delaware as the Board may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 2.01.         Time and Place of Meetings. All meetings of stockholders shall be held at such place, either within or without the State of Delaware, on such date and at such time as may be determined from time to time by the Board (or the President in the absence of a designation by the Board). The Board, in its sole discretion, may determine that such meetings be held wholly or partially by means of remote communication. For any meeting of stockholders to be held by remote communication, the Corporation shall (i) implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by remote communication is a stockholder or proxy holder, (ii) implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.02.         Annual Meetings. An annual meeting of stockholders shall be held for the election of directors and for the transaction of such other business as may properly be brought before such meeting. Stockholders may, unless the Corporation’s Certificate of Incorporation (as it may be amended from time to time, the “Certificate”) otherwise provides, act by written consent to elect directors.

Section 2.03.         Special Meetings. Special meetings of stockholders for any proper purpose or purposes may be called at any time by the Board or the President or shall be called by the Secretary of the Corporation whenever the stockholders of record owning a majority of the then issued and outstanding capital stock of the Corporation entitled to vote on matters to be submitted to stockholders of the Corporation shall request therefor (either by written instrument signed by a majority, by resolution adopted by a vote of the majority or by a ballot submitted by electronic transmission, provided that any such electronic transmission shall set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder). Any such written request shall state a proper purpose or purposes of the meeting and shall be delivered to the President or Secretary of the Corporation.

Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 2.04.         Notice of Meetings and Adjourned Meetings; Waivers of Notice.

(a)           Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting of stockholders shall be given which shall state the hour, means of remote communication, if any, date and place, if any, thereof, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, such notice shall be delivered either personally or by mail, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder of record entitled to vote at such meeting.

(b)          A written waiver of any such notice signed by the person entitled thereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of an individual at a meeting in person, by proxy, or by remote communication shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate or these bylaws. Unless these bylaws otherwise require, when a meeting is adjourned to another time or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.05.        Quorum. Unless otherwise provided under the Certificate or these bylaws and subject to the Delaware General Corporation Law (the “DGCL”), the presence, in person, by proxy, or by remote communication, of the holders of record of a majority of the then issued and outstanding capital stock of the Corporation entitled to vote at a meeting of stockholders shall be necessary and sufficient to constitute a quorum for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the stockholders, any officer entitled to preside at or act as secretary of a meeting of stockholders shall adjourn the meeting, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 2.06.         Voting and Proxies.

(a)          Unless otherwise provided in the Certificate and subject to the DGCL, each stockholder shall be entitled to one vote for each then issued and outstanding share of capital stock held by such stockholder. Any share of capital stock of the Corporation held by the Corporation shall have no voting rights. Unless otherwise provided in the DGCL, the Certificate or these bylaws, the affirmative vote of a majority of the shares of Common Stock of the Corporation present, in person, by means of remote communication, or by written proxy, at a meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders. If the Certificate provides for more or less than one vote for any share, on any matter, every reference in these bylaws to a majority or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.

(b)          Any stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to a corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by written proxy, provided that the instrument authorizing such proxy to act shall have been executed in writing (which shall include faxing, telegraphing or cabling) or by electronic transmission by such stockholder or by such stockholder’s duly authorized attorney and no such proxy shall be voted or acted upon after three (3) years from its date of authorization, unless the proxy provides for a longer period.

Section 2.07.        Action by Consent.

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

(b)          Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 2.08.         Organization. At each meeting of stockholders, the President, if one shall have been elected, or in his or her absence or if one shall not have been elected, such person designated by the vote of the majority of the stockholders present at such meeting, shall act as chairman of the meeting. The Secretary of the Corporation (or in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting) shall act as secretary of the meeting and keep the minutes thereof. The order of business at all meetings of stockholders shall be as determined by the chairman of the meeting.

Section 2.09.         Inspectors of Election. The Board, in advance of any meeting of the stockholders, may appoint one or more inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability.

ARTICLE III
DIRECTORS

Section 3.01.         General Powers. Except as otherwise provided in the DGCL or the Certificate, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 3.02.         Number, Election and Term of Office. The number of directors which shall constitute the whole Board shall be fixed from time to time by resolution of the Board but shall not be fewer than one (1) nor more than twelve (12). The directors shall be elected at the annual meeting of the stockholders, and each director so elected shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Directors need not be stockholders. The initial Board shall consist of one (1) director until changed as herein provided. All elections of directors shall be held by written ballot, except as otherwise provided in the Certificate, or these bylaws; if authorized by the Board, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission.

Section 3.03.         Quorum and Manner of Acting. Unless the Certificate or these bylaws require a greater number, a majority of the total number of directors serving on the Board shall constitute a quorum for the transaction of business, and the affirmative vote of a majority of the directors deemed to be present at a meeting at which a quorum is present shall be the act of the Board. When a meeting is adjourned to another time or place, if any (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which directors may be deemed to be present in person and vote at such meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Board the directors present thereat shall adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.04.         Time and Place of Meetings. The Board shall hold its meetings at such place, either within or without the State of Delaware, or by remote communication, and at such time as may be determined from time to time by the Board (or the President in the absence of a determination by the Board).

Section 3.05.         Annual Meeting. The Board shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholders, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board may be held at such place either within or without the State of Delaware, or by remote communication, on such date and at such time as shall be specified in a notice thereof given as hereinafter provided in Section 3.07 herein or in a waiver of notice thereof signed by any director who chooses to waive the requirement of notice.

Section 3.06.         Regular Meetings. After the place and time of regular meetings of the Board shall have been determined and notice thereof shall have been once given to each member of the Board, regular meetings may be held without further notice being given.

Section 3.07.         Special Meetings. Special meetings of the Board may be called by the President and shall be called by the President or Secretary on the written request of any two (2) directors (unless there are less than two (2) directors at such time). Notice of special meetings of the Board shall be given to each director at least two (2) days before the date of the meeting in such manner as is determined by the Board. A written waiver of any such notice, signed by the director entitled hereto, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 3.08.         Committees. The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the DGCL to be submitted to the stockholders for approval, (ii) adopting, amending or repealing any bylaw of the Corporation, (iii) amending the Certificate, (iv) adopting an agreement of merger or consolidation, (v) recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, or (vi) recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution and unless the resolution of the Board or the Certificate expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

Section 3.09.         Action by Consent. Unless otherwise restricted by the Certificate or these bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board, or committee. Such filings shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 3.10.         Telephonic or Electronic Meetings. Unless otherwise restricted by the Certificate or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or such committee, as the case may be, by means of conference telephone, remote communication, or similar communications equipment by means of which all persons participating in the meeting can hear, speak, and/or communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting.

Section 3.11.         Resignation. Any director may resign at any time by giving written notice to the Board or to the Secretary of the Corporation. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.12.        Vacancies. Unless otherwise provided in the Certificate, vacancies and newly created directorships resulting from any increase in the authorized number of directors to be elected by all the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Each director so chosen shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. If there are no directors in office, then an election of directors may be held in accordance with the DGCL. Unless otherwise provided in the Certificate, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in the filling of other vacancies.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 3.13.         Removal. Any and all directors may be removed, with or without cause, at any time by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation entitled to vote and the vacancies thus created may be filled in accordance with Section 3.12 herein.

Section 3.14.         Compensation. Unless otherwise restricted by the Certificate or these bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses.

ARTICLE IV
OFFICERS

Section 4.01.         Principal Officers. The principal officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary who shall have the duty, among other things, to record the proceedings of the meetings of stockholders and directors in a book kept for that purpose. The Corporation may also have such other principal officers as the Board may in its discretion appoint. One person may hold the offices and perform the duties of any two or more of said offices.

Section 4.02.         Election, Term of Office and Remuneration. The principal officers of the Corporation shall be elected annually by the Board at the annual meeting thereof. Each such officer shall hold office until his or her successor is elected and qualified, or until his or her earlier death, resignation or removal. The remuneration of all officers of the Corporation shall be fixed by the Board. Any vacancy in any office shall be filled in such manner as the Board shall determine.

Section 4.03.         Subordinate Officers. In addition to the principal officers enumerated in Section 4.01 herein, the Corporation may have one or more Assistant Treasurers or Assistant Secretaries and such other subordinate officers, agents and employees as the Board may deem necessary, each of whom shall hold office for such period as the Board may from time to time determine. The Board may delegate to any principal officer the power to appoint and to remove any such subordinate officers, agents or employees.

Section 4.04.         Removal. Except as otherwise permitted with respect to subordinate officers, any officer may be removed, with or without cause, at any time, by resolution adopted by the Board.

Section 4.05.         Resignations. Any officer may resign at any time by giving written notice to the Board (or to a principal officer if the Board has delegated to such principal officer the power to appoint and to remove such officer). The resignation of any officer shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06.         Powers and Duties. The officers of the Corporation shall have such powers and perform such duties incident to each of their respective offices and such other duties as may from time to time be conferred upon or assigned to them by the Board.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

ARTICLE V
EXECUTION OF INSTRUMENTS AND DEPOSIT OF CORPORATE FUNDS

Section 5.01.         Execution of Instruments Generally. The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances.

Section 5.02.         Borrowing. No loans or advance shall be obtained or contracted for, by or on behalf of the Corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the Board. Such authorization may be general or confined to specific instances. Any officer or agent of the Corporation thereunto so authorized may obtain loans and advances for the Corporation, and for such loans and advances may make, execute and deliver promissory notes, bonds, or other evidences of indebtedness of the Corporation. Any officer or agent of the Corporation thereunto so authorized may pledge, hypothecate or transfer as security for the payment of any and all loans, advances, indebtedness and liabilities of the Corporation, any and all stocks, bonds, other securities and other personal property at any time held by the Corporation, and to that end may endorse, assign and deliver the same and do every act and thing necessary or proper in connection therewith.

Section 5.03.         Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the Board may select, or as may be selected by any officer or officers or agent or agents authorized so to do by the Board. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board from time to time may determine.

Section 5.04.         Proxies. Proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation may be executed and delivered from time to time on behalf of the Corporation by the President or by any other person or persons thereunto authorized by the Board.

Section 5.04         Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 5.06.         Other Contracts and Instruments. All other contracts and instruments binding the Corporation shall be executed in the name and on the behalf of the Corporation by those officers, employees or agents of the Corporation as may be authorized by the Board, which authorization may be general or confirmed to specific instances.

ARTICLE VI
CERTIFICATES OF STOCK

Section 6.01.         Form and Execution of Certificates. The interest of each stockholder of the Corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board may from time to time prescribe. The certificates of stock of each class shall be consecutively numbered and signed by the president or vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile. The Board shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 6.02.         Transfer of Shares. The shares of the stock of the Corporation shall be transferrable on the books of the Corporation by the holder thereof in person or by his or her attorney lawfully constituted, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof or guaranty of the authenticity of the signature as the Corporation or its agents may reasonably require. A record shall be made of each transfer. The Board shall have the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 6.03.         Closing of Transfer Books. The stock transfer books of the Corporation may, if deemed appropriate by the Board, be closed for such length of time not exceeding fifty (50) days as the Board may determine, preceding the date of any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights or the date when the issuance, change, conversion or exchange of capital stock shall go into effect, during which time no transfer of stock on the books of the Corporation may be made.

Section 6.04.         Lost or Destroyed Certificates. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation, alleged to have been lost, stolen, destroyed or mutilated, and the Board may, in its discretion, require the owner of such lost, stolen, destroyed or mutilated certificate, or his or her legal representative, to give the Corporation a bond, in such sum as the Board may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith.

Section 6.05.         Consideration and Payment. The capital stock may be issued for such consideration, not less than the par value of any such stock expressed in dollars, as shall be fixed by the Board. Payment of such consideration may be made, in whole or in part, in money, other tangible or intangible property, labor or services performed.

ARTICLE VII
LIABILITY AND INDEMNIFICATION

Section 7.01. Limitation of Liability. To the fullest extent permitted by the DGCL, no director of the Corporation shall be liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.

Section 7.02. Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that s/he (or a person of whom s/he is the legal representative), is or was a director or officer of the Corporation or a director (or member of a similar governing body) or officer of any of its subsidiaries (any of the foregoing persons, a “Mandatory Indemnitee”) shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 7.03, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the Board. The right to indemnification conferred in this Article VII shall be a contract right and, subject to Sections 7.03 and 7.06, shall include the right to payment by the Corporation of the expenses incurred in defending any such proceeding in advance of its final disposition. The Corporation may, by action of the Board, provide indemnification to any person who is or was serving as an employee, fiduciary or agent of the Corporation, or any person other than a Mandatory Indemnitee who is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent) (any of the foregoing persons, an “Optional Indemnitee”) with the same scope and effect as the foregoing indemnification of Mandatory Indemnitees.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 7.03.         Procedure for Indemnification. Any indemnification of any Mandatory Indemnitee described in Section 7.02 or advance of expenses under Section 7.06 shall be made promptly, and in any event within thirty (30) days, upon the written request of the Mandatory Indemnitee. If a determination by the Corporation that the Mandatory Indemnitee is entitled to indemnification pursuant of this Article VII is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Article VII shall be enforceable by the Mandatory Indemnitee in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the Corporation (including the Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because s/he has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 7.04.         Nonexclusively of Article VII. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 7.05.         Insurance. The Corporation shall purchase and maintain, or shall cause to be purchased and maintained, insurance on its own behalf and on behalf of any Mandatory Indemnitee or Optional Indemnitee, whether or not the Corporation would have the power to indemnify such person against such liability under this Article VII.

Section 7.06.         Expenses. Expenses incurred by any Mandatory Indemnitee described in Section 7.02 in defending a proceeding shall be paid by the Corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that s/he is not entitled to be indemnified by the Corporation. Such expenses incurred by Optional Indemnitees may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 7.07.         Contract Rights. The provisions of this Article VII shall be deemed to be a contract right between the Corporation and each Mandatory Indemnitee who serves in any applicable capacity at any time while this Article VII and the relevant provisions of the DGCL or other applicable law are in effect, and any repeal or modification of this Article VII or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 7.08. Merger or Consolidation. For purposes of this Article VII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, fiduciaries and agents, so that any person who is or was a director, officer, employee, fiduciary or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article VII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

Section 7.09. Effect of Repeal, Amendment or Modification. Any repeal, amendment or modification of this Article VII shall be prospective only and shall not adversely affect any right or protection of, or any limitation of the liability of, any director of the Corporation or other Mandatory Indemnitee existing at, or arising out of facts or incidents occurring prior to, the effective date of such repeal, amendment or modification.

ARTICLES VIII
GENERAL PROVISIONS

Section 8.01.         Dividends. Subject to limitations contained in the DGCL and the Certificate, the Board may declare and pay dividends upon the shares of capital stock of the Corporation. Dividends may be paid in cash, in shares of the Corporation’s capital stock or in the Corporation’s bonds or property, including the shares or bonds of other corporations or entities, subject to any provisions of law and of the Certificate. Before payment of any dividend, the Board may set aside out of any funds available for dividends such sum or sums as the Board, in its absolute discretion, deems proper as a reserve fund to meet contingencies or for equalizing dividends or to repair or maintain property or to serve such other purposes conducive to the interests of the Corporation

Section 8.02.         Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year unless otherwise determined by resolution of the Board.

Section 8.03.         Seal. The Board, in its discretion, may adopt a corporate seal for the Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 8.04.         Voting of Stock Owned by the Corporation. The Board may authorize any person, on behalf of the Corporation, to attend, vote at and grant proxies to be used at any meeting of stockholders of any corporation (except this Corporation) in which the Corporation may hold stock.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 8.05         Notice.

(a)          Whenever notice is required to be given by law, the Certificate or these bylaws, such notice may be mailed or given by a form of electronic transmission consented to by the person to whom the notice is given. Any such consent shall be revocable by such person by written notice to the Corporation. Any such consent shall be deemed revoked if (a) the Corporation is unable to deliver by electronic transmission two consecutive notices in accordance with such consent and (b) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent or other person responsible for the giving of notice; provided, however, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

(b)          Notice given pursuant to these bylaws shall be deemed given: (i) if mailed, when deposited in the United States mail, postage pre-paid, addressed to the person entitled to such notice at his or her address as it appears on the books and records of the Corporation, (ii) if by facsimile telecommunication, when directed to a number at which such person has consented to receive notice; (iii) if by electronic mail, when directed to an electronic mail address at which such person has consented to receive notice; (iv) if by a posting on an electronic network together with separate notice to such person of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (v) if by any other form of electronic transmission, when directed to such person. An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated herein.

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

Section 8.06.         Waiver of Notice. Whenever notice is required to be given by law, the Certificate or these bylaws, a waiver thereof submitted by electronic transmission or in writing signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of an individual at a meeting, in person, by written proxy, or by means of remote communication, shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and the execution by a person of a consent in writing or by electronic transmission in lieu of meeting shall constitute a waiver of notice of the action taken by such consent. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders, directors, or members of a committee of the Board need be specified in any such waiver or notice.

Section 8.07.         Counterparts. The Corporation, through its authorized representatives, the Board and the stockholders shall have the power to execute all instruments, including without limitation, consents of the Board, consents of the stockholders, and agreements of the Corporation, in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of such instrument may be executed by one or more parties thereto, and an executed copy of such instrument may be delivered by one or more parties thereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes as of the date first written in such instrument.

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Bylaws of Glori Acquisition Corp.
As adopted January 6, 2014

Section 8.08.         Interpretation. The headings of the Articles and Sections of these bylaws are inserted for convenience only and shall not affect the construction or interpretation of these bylaws. Whenever the words “include,” “includes” or “including” are used in these bylaws, they will be deemed to be followed by the words “without limitation.” Unless the context of a provision of these bylaws requires otherwise, (i) “or” is disjunctive but not necessarily exclusive, (ii) words in the singular include the plural and vice versa, and (iii) the use in these bylaws of a pronoun in reference to a party hereto includes the masculine, feminine or neuter, as the context may require.

Section 8.09.         Amendments. These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Corporation’s stockholders, or the Board when such power is conferred upon the Board by the Certificate, at any meeting of stockholders or the Board, as applicable. If the power to adopt, amend or repeal bylaws is conferred upon the Board by the Certificate, it shall not divest or limit the power of the stockholder to adopt, amend or repeal bylaws.

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EX-3.3

Norton Rose Fulbright draft

April 4, 2014

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GLORI ENERGY INC.

a Delaware corporation

GLORI ENERGY INC. (F/K/A GLORI ACQUISITION CORP.) (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

A.           The name of the Corporation is Glori Energy Inc. The date of the filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was January 2, 2014, under the name Glori Acquisition Corp. (the “Original Certificate”).

B.           This Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the provisions of the Original Certificate (including, without limitation, changing the name of the Corporation from Glori Acquisition Corp. to Glori Energy Inc.), and was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL and by the written consent of its stockholders in accordance with Section 228 of the DGCL.

C.           The text of the Original Certificate is hereby amended and restated in its entirety to provide as herein set forth in full.

ARTICLE I
NAME

The name of this corporation is Glori Energy Inc.

ARTICLE II
REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE III
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV
CAPITAL STOCK

1.          The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock”. The total number of shares of stock which the Corporation shall have the authority to issue is 105,000,000, consisting of 100,000,000 shares of Common Stock, with a par value of $0.0001 per share and 5,000,000 shares of Preferred Stock, with a par value of $0.0001 per share. Each share of Common Stock shall entitle the holder thereof to one vote on each matter submitted to a vote at any meeting of stockholders; provided, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (including, but not limited to, any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including, but not limited to, any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL.

2.          The Board of Directors is further authorized, subject to the limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including without limitation sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.

3.          The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series of Preferred Stock, the number of which is fixed by it, subsequent to the issuance of shares then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in this Certificate or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

ARTICLE V
DURATION

The Corporation is to have perpetual existence.

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ARTICLE VI
BOARD OF DIRECTORS

1.          The powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of a corporation shall be managed under the direction of a board of directors (the “Board of Directors”), elected as set forth in the Bylaws of the Corporation. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.

2.          The directors shall be elected by the stockholders entitled to vote thereon in the manner and at the times provided in the Bylaws of the Corporation.

3.          Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

4.          No stockholder shall be permitted to cumulate votes at any election of directors.

5.          The number of directors that constitute the whole Board of Directors shall be fixed, and may be increased or decreased from time to time, exclusively by resolution adopted by a majority of the entire Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

6.          Any director may be removed from the Board of Directors by the stockholders of the Corporation only for cause, and in such case only by the affirmative vote of the holders of at least a majority of the total voting power of all classes of the then outstanding capital stock of the Corporation entitled to vote generally in the election of directors (the “Voting Stock”).

7.          Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall hold office until his or her successor shall be elected and qualified.

ARTICLE VII
BYLAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, alter or repeal the Bylaws of the Corporation. The affirmative vote of at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporation’s Bylaws. Notwithstanding any other provision of this Certificate or any provision of law that might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least a majority of the total voting power of the Voting Stock, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal any provision of the Bylaws, or to adopt any new Bylaw; provided, however, that the affirmative vote of the holders of at least 66⅔% of the total voting power of the Voting Stock, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any Bylaw inconsistent with, the following provisions of the Bylaws: ARTICLE I; Sections 2.1, 2.2, 2.3, 2.4 and 2.12 of ARTICLE II; ARTICLE V; and ARTICLE IX, or in each case, any successor provision (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other Bylaw). No Bylaw hereafter legally altered, amended or repealed shall invalidate any prior act of the directors or officers of the Corporation that would have been valid if such Bylaw had not been altered, amended or repealed.

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ARTICLE VIII
AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons or entities whomsoever by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this ARTICLE VIII. Notwithstanding any other provision of this Certificate or any provision of law that might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of at least 66⅔% of the total voting power of the Voting Stock, voting together as a single class, shall be required to amend, alter, change or repeal any provision of this Certificate or any successor provision of this Certificate. Any repeal or modification of ARTICLE IX shall not adversely affect any right or protection of any person existing thereunder with respect to any act or omission occurring prior to such repeal or modification.

ARTICLE IX
LIMITATIONS ON LIABILITY AND INDEMNIFICATION
OF DIRECTORS AND OFFICERS

1.          To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended.

2.          The Corporation shall indemnify, to the fullest extent permitted by applicable law, any director or officer of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation service with respect to employee benefit plans, against expenses (including without limitation attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding. The Corporation shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors.

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3.          The Corporation shall have the power to indemnify, to the extent permitted by the DGCL, as it presently exists or may hereafter be amended from time to time, any employee or agent of the Corporation who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitation service with respect to employee benefit plans, against expenses (including without limitation attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any such Proceeding.

4.          The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

5.          Neither any amendment or repeal of any Section of this ARTICLE IX, nor the adoption of any provision of this Certificate inconsistent with this ARTICLE IX, shall eliminate or reduce the effect of this ARTICLE IX, in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this ARTICLE IX, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE X
STOCKHOLDER ACTION

1.          Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any action by written consent by such stockholders.

2.          Except as otherwise required by law, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors and any other power of stockholders to call a special meeting is specifically denied. No business other than that stated in the notice of a special meeting of stockholders shall be transacted at such special meeting.

3.          Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.

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ARTICLE XI
PERMITTED ACTIVITIES AND CORPORATE OPPORTUNITIES

The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each Permitted Person shall have no duty to communicate or offer such business opportunity to the Corporation and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty by reason of the fact that such Permitted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries (collectively, “Permitted Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Permitted Person expressly and solely in such Permitted Person’s capacity as a director of the Corporation.

ARTICLE XII
EXCLUSIVE JURISDICTION OF CERTAIN ACTIONS

1.          The Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or the Certificate or Bylaws of the Corporation or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine, in each such case subject to said Court of Chancery (or federal district court for the State of Delaware) having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this ARTICLE XII.

2.          If any action the subject matter of which is within the scope of Section 1 of this ARTICLE XII is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 1 of this ARTICLE XII (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

ARTICLE XIII
SEVERABILITY

If any provision or provisions of this Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate (including, without limitation, each portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate (including, without limitation, each such portion of any paragraph of this Certificate containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by law.

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This AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of [ ], 2014.

By:
	Stuart Page
	President and Chief Executive Officer

Signature Page to Amended and Restated Certificate of Incorporation

EX-3.4

AMENDED AND RESTATED

BYLAWS

of

GLORI Energy Inc.

(f/k/a Glori Acquisition Corp.)

adopted as of April 14, 2014

ARTICLE I

MEETINGS OF STOCKHOLDERS

1.1           Annual Meetings of Stockholders. The annual meeting of the stockholders of Glori Energy Inc. (f/k/a Glori Acquisition Corp.) (the “Corporation”) shall be held on such day as may be designated from time to time by the Board of Directors of the Corporation (the “Board of Directors”) and stated in the notice of the meeting, and on any subsequent day or days to which such meeting may be adjourned, for the purposes of electing directors and of transacting such other business as may properly come before the meeting. The Board of Directors shall designate the place, which may be any place within or without the State of Delaware as the Board of Directors may designate, and time for the holding of such meeting, and not less than 10 days’ nor more than 60 days’ notice shall be given to the stockholders of record as of the record date for the meeting of the time and place so fixed.

1.2           Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors. The Board of Directors shall designate the place, which may be any place within or without the State of Delaware as the Board of Directors may designate, and time for the holding of such meeting, and not less than 10 days’ nor more than 60 days’ notice shall be given to the stockholders of record as of the record date for the meeting of the time and place so fixed.

1.3           Notice of Stockholder Business and Nominations.

(a)          Annual Meetings of Stockholders.

(i)          Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors, or (C) by any stockholder of the Corporation who (1) was a stockholder of record of the Corporation at the time the notice provided for in this Section 1.3 is delivered to the Secretary of the Corporation and at the time of the annual meeting, (2) has been a stockholder for the six month period prior to the delivery of the notice provided for in this Section 1.3 to the Secretary of the Corporation, (3) shall be entitled to vote at such meeting, and (4) complies with the notice procedures set forth in this Section 1.3 as to such nomination or business. Clause (C) of this Section 1.3(a)(i) shall be the exclusive means for a stockholder to make nominations or submit business (other than matters properly brought under Rule 14a-8 (or any successor thereto) under the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), and indicated in the Corporation’s notice of meeting) before an annual meeting of stockholders.

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(ii)         Without qualification, for nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 1.3(a)(i)(C), the stockholder, in addition to any other applicable requirements, must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business must constitute a proper matter for stockholder action under the General Corporation Law of the State of Delaware, as amended (the “DGCL”). To be timely, a stockholder’s notice must be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation). Notwithstanding the foregoing, for purposes of determining whether a stockholder’s notice shall have been received in a timely manner for the first annual meeting of stockholders to be held after the adoption of these Bylaws, to be timely, a stockholder’s notice must have been received not later than the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of the annual meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice to the Secretary (whether pursuant to this Section 1.3(a) or Section 1.3(b)) shall set forth:

(A)         as to each person, if any, whom the stockholder proposes to nominate for election as a director (1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (2) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (3) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (4) with respect to each nominee for election or reelection to the Board of Directors, include a completed and signed questionnaire, representation and agreement required by Section 1.4;

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(B)         if the notice relates to any business (other than the nomination of persons for election as directors) that the stockholder proposes to bring before the meeting, (1) a brief description of the business desired to be brought before the annual meeting, (2) the reasons for conducting such business at the annual meeting, (3) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), (4) any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and (5) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

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(C)         as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (2)(a) the class or series and number of shares of capital stock of the Corporation that are, directly or indirectly, owned beneficially and of record by such stockholder and by such beneficial owner, (b) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and by such beneficial owner, if any, and any other direct or indirect opportunity held or owned beneficially by such stockholder and by such beneficial owner, if any, to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder or beneficial owner, if any, has a right to vote any shares of any security of the Corporation, (d) any short interest in any security of the Corporation (for purposes of this Section 1.3, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (e) any right to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder or such beneficial owner, if any, which right is separated or separable from the underlying shares, (f) any proportionate interest in shares of capital stock of the Corporation or Derivative Instrument held, directly or indirectly, by a general or limited partnership in which such stockholder or such beneficial owner, if any, is a general partner or with respect to which such stockholder or such beneficial owner, if any, directly or indirectly, beneficially owns an interest in a general partner, and (g) any performance-related fees (other than an asset-based fee) to which such stockholder or such beneficial owner, if any, is entitled based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, in each case with respect to the information required to be included in the notice pursuant to clauses (a) through (g) of this Section 1.3(a)(ii)(C), as of the date of such notice and including, without limitation, any such interests held by members of such stockholder’s or such beneficial owner’s immediate family sharing the same household (which information shall be supplemented by such stockholder and such beneficial owner, if any, (x) not later than 10 days after the record date for the annual meeting to disclose such ownership as of the record date, (y) 10 days before the annual meeting date, and (z) immediately prior to the commencement of the annual meeting, by delivery to the Secretary of the Corporation of such supplemented information), (3) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (4) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (5) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group that intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination; and

(D)         such other information as the Corporation may reasonably require or that is otherwise reasonably necessary (1) to determine the eligibility of such proposed nominee to serve as a director of the Corporation, (2) to determine whether such nominee qualifies as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly-disclosed corporate governance guideline or committee charter of the Corporation; and (3) that could be material to a reasonable stockholder’s understanding of the independence and qualifications, or lack thereof, of such nominee.

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(iii)        Notwithstanding anything in the second sentence of Section 1.3(a)(ii) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation. 

(b)          Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that the directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 1.3 is delivered to the Secretary of the Corporation and at the time of the special meeting, who is entitled to vote at the meeting and upon such election, and who complies with the notice procedures set forth in this Section 1.3. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice in the same form as required by Section 1.3(a)(ii) with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 1.4) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

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(c)          General.

(i)          Subject to Section 2.4, only such persons who are nominated in accordance with the procedures set forth in this Section 1.3 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.3. Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”) or these Bylaws, the Chairman of the meeting shall have the power and duty (A) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.3 and (B) if any proposed nomination or business was not made or proposed in compliance with this Section 1.3, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Notwithstanding the foregoing provisions of this Section 1.3, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.3, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of the stockholders.

(ii)         For purpose of this Section 1.3, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(iii)        Nothing in this Section 1.3, shall be deemed to affect any rights of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor thereto) promulgated under the Exchange Act.

1.4           Submission of Questionnaire, Representation and Agreement. To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under Section 1.3 of these Bylaws) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock trading policies and guidelines of the Corporation.

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1.5           Record Date. The Board of Directors may fix a date, not less than 10 or more than 60 days preceding the date of any meeting of stockholders, as a record date for the determination of stockholders entitled to notice of, or to vote at, any such meeting. The Board of Directors shall not close the books of the Corporation against transfers of shares during the whole or any part of such period.

1.6           Proxies. The notice of every meeting of the stockholders may be accompanied by a form of proxy approved by the Board of Directors in favor of such person or persons as the Board of Directors may select.

1.7           Quorum and Voting. A majority of the outstanding shares of stock of the Corporation entitled to vote, present in person, by means of remote communication or represented by proxy, regardless of whether the proxy has authority to vote on all matters, shall constitute a quorum at any meeting of the stockholders, and the stockholders present at any duly convened meeting may continue to do business until adjournment notwithstanding any withdrawal from the meeting of holders of shares counted in determining the existence of a quorum. If a separate vote by one or more classes or series is required, the holders of shares entitled to cast a majority of the total votes entitled to be cast by the holders of the shares of the class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter. If a quorum shall fail to attend any meeting, the chairman of the meeting may adjourn the meeting to another place, date and time pursuant to Section 1.8. Directors shall be elected by a plurality of the votes cast in the election. For all matters as to which no other voting requirement is specified by the DGCL, the Certificate of Incorporation, or these Bylaws, the affirmative vote required for stockholder action shall be that of a majority of the shares present in person or represented by proxy at the meeting (as counted for purposes of determining the existence of a quorum at the meeting). In the case of a matter submitted for a vote of the stockholders as to which a stockholder approval requirement is applicable under the stockholder approval policy of the NASDAQ Stock Market or any other exchange or quotation system on which the capital stock of the Corporation is quoted or traded, the requirements of Rule 16b-3 under the Exchange Act or any provision of the Internal Revenue Code, in each case for which no higher voting requirement is specified by the DGCL, the Certificate of Incorporation or these Bylaws, the vote required for approval shall be the requisite vote specified in such stockholder approval policy, Rule 16b-3 or Internal Revenue Code provision, as the case may be (or the highest such requirement if more than one is applicable). For the approval of the appointment of independent public accountants (if submitted for a vote of the stockholders), the vote required for approval shall be a majority of the votes cast on the matter.

1.8           Adjournment. Any meeting of the stockholders may be adjourned from time to time, without notice other than by announcement at the meeting at which such adjournment is taken, and at any such adjourned meeting at which a quorum shall be present any action may be taken that could have been taken at the meeting originally called; provided, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

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1.9           Conduct of Business. Meetings of the stockholders shall be presided over by the Chairman of the Board of Directors, if any, or in his or her absence by the Vice Chairman of the Board of Directors, if any, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The chairman of the meeting shall appoint a person to act as secretary of each meeting. The chairman of any meeting of stockholders of the Corporation shall determine the order of business and the rules of procedure for the conduct of such meeting, including, without limitation, the manner of voting and the conduct of discussion as he or she determines to be in order.  The chairman shall have the power to adjourn the meeting to another place, if any, date and time.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to convene and (for any or no reason) to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The chairman of the meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a nomination or matter of business was not properly brought before the meeting and if such chairman should so determine, such chairman shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered.

ARTICLE II

DIRECTORS

2.1           Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the DGCL or the Certificate of Incorporation.

2.2           Number, Classes, Election and Term of Office.

(a)          Number. The Board of Directors shall initially consist of 12 members, each of whom shall be a natural person. The number of directors shall be fixed, and may be increased or decreased from time to time, exclusively by a resolution adopted by a majority of the entire Board of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires. The Board of Directors in its discretion may elect from among its members a Chairman who shall preside at board meetings and generally manage the affairs of the Board of Directors.

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Classes. The directors shall be divided into two classes, designated Class A and Class B. Each class shall consist, as nearly as may be possible, of one-half of the total number of directors constituting the entire board of directors. The Class A directors shall serve from the date of adoption of these Bylaws until the annual meeting of stockholders in 2015. At the 2015 annual meeting of stockholders, Class A directors shall be elected to serve until the annual meeting of stockholders held in the second year following such election. The Class B directors shall serve from the date of adoption of these Bylaws until the annual meeting of stockholders held in the second year after such adoption. At the 2016 annual meeting of stockholders, Class B directors shall be elected to serve until the annual meeting of stockholders held in 2016. At each succeeding annual meeting of stockholders beginning in 2017, successors to the class of directors whose term expires at that annual meeting shall be elected to serve until the annual meeting of stockholders held in the second year following such election. If the number of directors is changed, any increase or decrease shall be apportioned among the Class A directors and Class B directors so as to maintain the number of directors in each class as nearly as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class. In no case will a decrease in the number of directors shorten the term of any incumbent director.

2.3           Qualification of Directors. Directors need not be stockholders unless so required by the Certificate of Incorporation or these Bylaws. The Certificate of Incorporation or these Bylaws may prescribe other qualifications for directors. Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier death or resignation or, subject to Section 2.12, removal.

2.4           Resignation and Vacancies. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director shall be irrevocable. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall hold office until his or her successor shall be elected and qualified. If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer may call a special meeting of stockholders in accordance with the provisions of the Certificate of Incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office and until such director’s successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5           Place of Meetings; Meetings by Telephone. The Board of Directors may hold meetings, both regular and special, either within or outside the State of Delaware. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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2.6           Conduct of Business. Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, if any, or in his or her absence by the Vice Chairman of the Board of Directors, if any, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The chairman of the meeting shall appoint a person to act as secretary of each meeting.

2.7           Regular Meetings; Notice. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

2.8           Special Meetings; Notice. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or a majority of the directors.

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

(a)          delivered personally by hand, by courier, by telephone or orally;

(b)          sent by United States first-class registered or certified mail, postage prepaid;

(c)          sent by nationally recognized overnight delivery service for next day delivery;

(d)          sent by facsimile (effective upon receipt of good transmission); or

(e)          sent by electronic mail (effective upon response confirming receipt or upon effective notice through one of the preceding means),

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation’s records. If the notice is (i) delivered personally by hand, by courier, by telephone or orally, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least three business days before the time of the holding of the meeting; provided, that if the Chairman of the Board of Directors, the Chief Executive Office, the President, or a majority of the directors reasonably deems it be necessary for the Board of Directors to hold a special meeting in order to address exigent circumstances, notice of the time and place of such special meeting may be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by overnight delivery service, it shall be deposited for next day delivery at least four business days before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least seven business days before the time of the holding of the meeting. The notice need not specify the purpose of the meeting.

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2.9           Quorum; Voting. At all meetings of the Board of Directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, then the directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these Bylaws. If the Certificate of Incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these Bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

2.10         Board Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.11         Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors.

2.12         Removal of Directors. Any director may be removed from the Board of Directors by the stockholders of the Corporation only for cause, and in such case only by the affirmative vote of the holders of at least a majority of the total voting power of all classes of the then outstanding capital stock of the Corporation entitled to vote generally in the election of directors.

ARTICLE III
COMMITTEES

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

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3.2           Committee Minutes. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

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

(a)          Section 2.5 (Place of Meetings; Meetings by Telephone);

(b)          Section 2.7 (Regular Meetings; Notice);

(c)          Section 2.8 (Special Meetings; Notice);

(d)          Section 2.9 (Quorum; Voting);

(e)          Section 2.10 (Board Action by Written Consent Without a Meeting); and

(f)          Section 7.5 (Waiver of Notice),

with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members. However:

(a)          the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee;

(b)          special meetings of committees may also be called by resolution of the Board of Directors; and

(c)          notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee.

The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

3.4           Subcommittees. Unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolutions of the Board of Directors designating the committee, a committee may, by unanimous resolution, create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

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ARTICLE IV
OFFICERS

4.1           Officers. The officers of the Corporation shall be a President and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board of Directors, a Vice Chairman of the Board of Directors, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a General Counsel, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these Bylaws. Any number of offices may be held by the same person. The salaries of officers appointed by the Board of Directors shall be fixed from time to time by the Board of Directors or a committee thereof or by the officers as may be designated by resolution of the Board of Directors.

4.2           Appointment of Officers. The Board of Directors shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3.

4.3           Subordinate Officers. The Board of Directors or the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, may appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors, Chief Executive Officer or President may from time to time determine.

4.4           Removal and Resignation of Officers. Any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the Board of Directors or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

4.5           Vacancies in Offices. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors or as provided in Section 4.3.

4.6           Representation of Shares of Other Corporations. Unless otherwise directed by the Board of Directors, the President or any other person authorized by the Board of Directors or the President is authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

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4.7           Authority and Duties of Officers. Except as otherwise provided in these Bylaws, the officers of the Corporation shall have such powers and duties in the management of the Corporation as may be designated from time to time by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

ARTICLE V
INDEMNIFICATION

5.1           Indemnification of Directors and Officers in Third Party Proceedings. Subject to the other provisions of this ARTICLE V, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.

5.2           Indemnification of Directors and Officers in Actions by or in the Right of the Corporation. Subject to the other provisions of this ARTICLE V, the Corporation shall indemnify, to the fullest extent permitted by the DGCL, as now or hereinafter in effect, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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5.3           Successful Defense. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described in Section 5.1 or Section 5.2, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including, without limitation, attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

5.4           Indemnification of Others. Subject to the other provisions of this ARTICLE V, the Corporation shall have power to indemnify its employees and agents to the extent not prohibited by the DGCL or other applicable law. The Board of Directors shall have the power to delegate to a specified person or persons the determination of whether employees or agents shall be indemnified, which as of the date hereof, such only person to whom such delegation has been made shall be the President.

5.5           Advanced Payment of Expenses. Expenses (including, without limitation, attorneys’ fees) incurred by an officer or director of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of the person to repay such amounts if it shall ultimately be determined that the person is not entitled to be indemnified under this ARTICLE V or the DGCL. Such expenses (including, without limitation, attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation reasonably deems appropriate.

Notwithstanding the foregoing, unless otherwise determined pursuant to Section 5.8, no advance shall be made by the Corporation to an officer of the Corporation (except by reason of the fact that such officer is or was a director of the Corporation, in which event this paragraph shall not apply) in any Proceeding if a determination is reasonably and promptly made (i) by a majority vote of the directors who are not parties to such Proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, that facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation.

5.6           Limitation on Indemnification and Advancement of Expenses. Subject to the requirements in Section 5.3 and the DGCL, the Corporation shall not be required to provide indemnification or, with respect to clauses (a), (c) and (d) of this Section 5.6, advance expenses to any person pursuant to this ARTICLE V:

(a)          in connection with any Proceeding (or part thereof) initiated by such person except (i) as otherwise required by law, (ii) in specific cases if the Proceeding was authorized by the Board of Directors, or (iii) as is required to be made under Section 5.7;

(b)          in connection with any Proceeding (or part thereof) against such person providing for an accounting or disgorgement of profits pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law or common law;

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

(d)          if prohibited by applicable law.

5.7           Determination; Claim. If a claim for indemnification or advancement of expenses under this ARTICLE V is not paid in full within 60 days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such suit, the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or advancement of expenses under applicable law.

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

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

5.10         Contract Rights. The rights provided to directors and officers pursuant to this ARTICLE V (a) shall be contract rights based upon good and valuable consideration, pursuant to which a director or officer may bring suit as if the provisions of this ARTICLE V were set forth in a separate written contract between such director or officer and the Corporation, (b) shall fully vest at the time such director or officer first assumes his or her position as a director or officer of the Corporation, (c) are intended to be retroactive and shall be available with respect to any act or omission occurring prior to the adoption of this ARTICLE V, (d) shall continue as to a director or officer who has ceased to be a director or officer of the Corporation, and (e) shall inure to the benefit of the director’s or officer’s heirs, executors and administrators.

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

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5.12         Effect of Repeal or Modification. Any repeal or modification of this ARTICLE V shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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

ARTICLE VI
STOCK

6.1           Stock Certificates; Partly Paid Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the Chairman of the Board of Directors or Vice-Chairman of the Board of Directors, or the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. The Corporation shall not have power to issue a certificate in bearer form.

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

6.2           Special Designation on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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

6.4           Dividends. The Board of Directors, subject to any restrictions contained in the Certificate of Incorporation or applicable law, may declare and pay dividends upon the shares of the Corporation’s capital stock. Dividends may be paid in cash, in property, or in shares of the Corporation’s capital stock, subject to the provisions of the Certificate of Incorporation. The Board of Directors may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve.

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

6.6           Registered Stockholders. The Corporation:

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

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

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

6.7           Transfers. Transfers of record of shares of stock of the Corporation shall be made only upon its books by the holders thereof, in person or by an attorney duly authorized, and upon the surrender of a certificate or certificates for a like number of shares, properly endorsed.

ARTICLE VII
MANNER OF GIVING NOTICE AND WAIVER

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

7.2           Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the Certificate of Incorporation or these Bylaws, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these Bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

(a)          the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and

(b)          such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action. Any notice given pursuant to this Section 7.2 shall be deemed given:

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

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

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

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

An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein. An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process. Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

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

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

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

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ARTICLE VIII
GENERAL MATTERS

8.1           Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

8.2           Seal. The Corporation may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board of Directors. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

8.3           Annual Report. The Corporation shall cause an annual report to be sent to the stockholders of the Corporation to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Corporation’s shares, the requirement of sending an annual report to the stockholders of the Corporation is expressly waived (to the extent permitted under applicable law including, without limitation, securities laws).

8.4           Reliance upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books and records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers, agents or employees, or committees of the Board of Directors so designated, or by any other person or entity as to matters which such director or committee member reasonably believes are within such other person’s or entity’s professional or expert competence and that has been selected with reasonable care by or on behalf of the Corporation.

8.5           Construction; Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, (a) the singular number includes the plural, (b) the plural number includes the singular, (c) the term “person” includes both a corporation and a natural person, and (d) the words “include”, “includes” and “including” shall be deemed to be modified by the words “without limitation”, unless specified otherwise or the context requires otherwise.

ARTICLE IX
AMENDMENTS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend, alter or repeal the Bylaws of the Corporation. The affirmative vote of at least a majority of the Board of Directors then in office shall be required in order for the Board of Directors to adopt, amend, alter or repeal the Corporation’s Bylaws. Notwithstanding any other provision of these Bylaws or any provision of law that might otherwise permit a lesser vote or no vote, the affirmative vote of the holders of a majority of the total voting power of the Voting Stock, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal any provision of the Bylaws, or to adopt any new Bylaw; provided, however, that the affirmative vote of the holders of at least 66⅔% of the total voting power of the Voting Stock, voting together as a single class, shall be required for the stockholders of the Corporation to alter, amend or repeal, or adopt any Bylaw inconsistent with, the following provisions of the Bylaws: ARTICLE I; Sections 2.1, 2.2, 2.3, 2.4 and 2.12; ARTICLE V; and ARTICLE IX, or in each case, any successor provision (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other Bylaw). No Bylaw hereafter legally altered, amended or repealed shall invalidate any prior act of the directors or officers of the Corporation that would have been valid if such Bylaw had not been altered, amended or repealed.

[End of Bylaws]

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EX-4.1

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.

“C-2 Demand Registration” shall have the meaning given in Section 2.2(a)(i).

“C-2 Demanding Holders” shall have the meaning given in Section 2.2(a)(i).

“Closing Date” shall have the meaning set forth in the Merger Agreement.

“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 2.2(a)(ii).

“Demanding Holders” shall have the meaning given in Section 2.2(a)(ii).

“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 2.2(a).

“Form S-3” shall have the meaning given in Section 2.4.

“General Demand Registration” shall have the meaning given in Section 2.2(a)(ii).

“General Demanding Holders” shall have the meaning given in Section 2.2(a)(ii).

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

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

“Lock-Up Agreement” shall mean that certain Lock-Up Agreement, dated as of __________, 2014, by and among the Company, Glori, the INXB Representative, and certain of the Holders.

“Mandatory Registration Securities” shall have the meaning set forth in Section 2.1.

“Maximum Number of Securities” shall have the meaning given in Section 2.2(d).

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

2

“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 2.3(a).

“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 2.2(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.

3

“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;

(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 2.2(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.

4

“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.

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.

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Article 2
Registration Rights

2.1              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 those Registrable Securities set forth on Schedule B hereto (such Registrable Securities, the “Mandatory Registration 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 or another appropriate form reasonably acceptable to the holders of the Mandatory Registration Securities. The Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Mandatory Registration Securities 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 A. 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 Registrable Securities other than Mandatory Registration Securities shall not be barred from using their contractual registration rights to cause the Company to include their Registrable Securities in the Registration Statement filed pursuant to this Section 2.1.

2.2              Demand Registration.

(a)                Request for Registration. Subject to the provisions of Section 2.2(d) and Section 2.5, (i) at any time after the Closing Date, in the event the Registration Statement filed pursuant to Section 2.1 is either not effective or is otherwise not available to effect the relevant Holders’ intended method of distribution, the Holders of at least twenty-five percent (25%) of the then outstanding number of Mandatory Registration Securities (the “C-2 Demanding Holders”) may make a written demand for registration for at least fifteen percent (15%) of the then outstanding number of Mandatory Registration 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 “C-2 Demand Registration”) and (ii) at any time after the expiration (or earlier waiver or termination) of the Lock-Up Period (as defined in that certain Lock-Up Agreement), the Holders of at least twenty-five percent (25%) of the then outstanding number of Registrable Securities (the “General Demanding Holders” and together with the C-2 Demanding Holders, 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 “General Demand Registration” and together with any C-2 Demand Registrations, 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 General 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 2.2(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 2.2(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 2.2(d) and Section 2.5, 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 2.2(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 2.2(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.

2.3              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 or 2.2 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 2.3(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 2.3(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 2.3, 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 and the Mandatory Registration Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.3(a), pro rata, which can be sold without exceeding the Maximum Number of Securities,¹ (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 2.3(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;

¹ Note to draft: PIPE Registration Rights Agreement will need a corresponding amendment.

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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 and the Mandatory Registration Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.3(a), pro rata, 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 2.3(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.

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(d)               Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.3 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.2 hereof.

2.4              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 2.4 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.

2.5              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 2.2(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.

2.6              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.

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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;

(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;

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(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;

(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;

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(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

(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.

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(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.

(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.

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(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.

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.

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(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.

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.

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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.

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

SCHEDULE B

MANDATORY REGISTRATION SECURITIES

Name of Holder Number of Mandatory
Registration Shares

EXHIBIT A

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-4.2

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:

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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.

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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.

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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.

* * * * * *

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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:

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."

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-4.3

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”), each of the persons listed on Schedule A hereto in its capacity as a holder of the Subject Shares (as defined below), each of which is referred to in this Agreement as a “Restricted Holder” and collectively as the “Restricted Holders”, and each of the persons listed on Schedule B hereto in its capacity as a holder of the Unrestricted Shares (as defined below), each of which is referred to in this Agreement as an “Unrestricted Holder” and collectively as the “Unrestricted Holders” (together with the Restricted Holders, referred to individually 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”), 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 Holders thereunder, including the rights under the Registration Rights Agreement to be entered into between the Company and the Holders in connection with the Merger Agreement (the “Registration Rights Agreement”), the Company and the Holders desire to enter into this Agreement, pursuant to which (1) 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 as set forth on Schedule A hereto (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 and (2) Unrestricted Holders, who will receive shares of the Common Stock in exchange for their shares of Glori Series C-2 Preferred Stock, par value $0.0001 per share, and for their warrants to purchase shares of Glori Series C-2 Preferred Stock, as set forth on Schedule B hereto (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 “Unrestricted Shares”, and together with the Subject Shares, the “Shares”) agree to become subject to certain other limitations as set forth herein.

NOW, THEREFORE, the parties hereby agree as follows:

AGREEMENT

1.Lock-Up Provisions.

1.1Each 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 the registration of any Subject Shares, whether pursuant to the Registration Rights Agreement or otherwise; provided, that the Restricted Holders shall be entitled to request Piggyback Registrations (as defined in the Registration Rights Agreement) for the Subject Shares. 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.

1.2If 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.

1.3Notwithstanding 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 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 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 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 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 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.

3.1Assignment. This Agreement and all obligations of each Holder are personal to such Holder and may not be transferred or delegated by such 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 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.

3.2Other 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 Holders under any other agreement between the Holders and the Company, Glori or the INXB Representative or any certificate or instrument executed by the 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 Holders under this Agreement.

3.3Governing 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.

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3.4Counterparts; 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.

3.5Interpretation. 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”.

3.6Notices. 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 Holder, to the address of such Holder as set forth under the name of such Holder on the signature pages hereto.

3.7Amendments 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 Holders holding a majority of the 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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3.8Severability. 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.

3.9Specific Performance. Each 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 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 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.

3.10Third 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.

3.11Entire 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]

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]

Unrestricted Holders:

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

By:

Print Name:  

UNRESTRICTED 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

Name of Restricted Holder Number of Subject Shares

SCHEDULE B

UNRESTRICTED HOLDERS

Name of Unrestricted Holder Number of Unrestricted Shares

EX-4.4

Exhibit 4.4

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-10.1

Execution Version

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.	PO Box 470857 Fort Worth, Texas 76147	-		-		-
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.

EX-10.2

Execution version

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), including the attached Exhibit A, which are made a part hereof for all purposes, between Glori Energy Inc. (f/k/a/ Glori Acquisition Corp.), a Delaware corporation (the “Company”), and
Stuart Page (“Executive”) is effective as of [April 14], 2014, (the “Effective Date”). The Company and Executive agree as follows:

1            TERM AND POSITION: The Company agrees to employ Executive, and Executive agrees to be employed by the Company, in the Positions and for the Term stated on Exhibit A. During the Term of this Agreement, Executive shall devote his full time and undivided attention during business hours to the business and affairs of the Company (including its subsidiaries), and to the extent requested by the Company, any parent company of the Company (a “Parent Company”), except for vacations, illness or incapacity; however, nothing in this Agreement shall preclude Executive from: (i) engaging in charitable and community activities, or (ii) managing his personal investments, provided that such activities in subparts (i) and (ii) do not materially interfere with the performance of his duties and responsibilities under this Agreement. The Board of Directors of the Company (the “Board”) shall give Executive written notice of any such activities that it reasonably believes materially interfere with the performance of his duties hereunder and provide Executive with a reasonable period of time to correct such interference.

2            COMPENSATION: While Executive serves in the Positions set forth on Exhibit A, Executive’s annual base salary, as set forth on Exhibit A, shall be paid in accordance with the Company’s standard payroll practices for its executive officers. Executive’s compensation as an employee of the Company shall also include annual bonus opportunities and periodic long-term incentive awards, in cash and/or stock of the Company’s ultimate Parent Company, as determined appropriate from time to time by the Compensation Committee of the Board or the Board itself, and pursuant to the terms and conditions set forth in applicable plan documents.

3            BENEFITS: Executive shall be allowed to participate in all compensation and benefit plans and receive all perquisites that the Company makes available to its other similarly situated senior executives and also to participate in those employee benefit plans and programs that the Company makes available to the Company’s employees in general, subject to the terms and conditions of applicable plan documents. Nothing in this Agreement is to be construed to obligate the Company to institute, maintain, or refrain from changing, amending, or discontinuing any benefit program or plan, so long as such actions are similarly applicable to the covered executives or employees, as applicable.

4            INDEMNIFICATION: In any situation where under applicable law the Company has the power to indemnify, advance expenses to, and defend Executive in respect of, any claims, judgments, fines, settlements, loss, cost or expense (including attorneys’ fees) of any nature related to or arising out of Executive’s activities as an agent, employee, officer or director of the Company or in any other capacity in which he is acting or serving on behalf of or at the request of the Company (each a “Claim”), the Company shall fully indemnify Executive to the maximum extent permitted by law and promptly on written request from Executive advance expenses (including attorneys’ fees) to Executive and defend Executive to the fullest extent permitted by law, unless such Claim arises because Executive has been grossly negligent or willfully engaged in misconduct in the performance or nonperformance of his duties, which nonperformance shall include a failure of Executive to inform the Board of matters that could reasonably be expected, at such time, to be materially injurious financially to the Company. Further, Executive shall not be entitled to any indemnity or defense from the Company for any claims brought by Executive against the Company or for claims brought by the Company against Executive. This contractual indemnification of Executive by the Company hereunder shall not be deemed or construed as operating to impair any other obligation of the Company respecting Executive’s indemnification or defense otherwise arising out of this or any other agreement or promise or obligation of the Company under any statute, articles of incorporation, by-laws or otherwise.

5            D&O INSURANCE: The Company (or a Parent Company on behalf of the Company) will obtain and maintain director and officer liability insurance covering Executive in an amount determined by the Board to be reasonable for the Company, given its size and activities, but in no event shall the coverage for Executive be less (in amount or scope) than the coverage provided for any other officer or director of the Company. Such insurance coverage shall continue as to Executive for at least six years after he has ceased to be a director, officer or executive of the Company with respect to acts or omissions that occurred prior to such cessation. Insurance contemplated by this Section 5 shall inure to the benefit of Executive, his heirs and the executors and administrators of his estate.

6            BUSINESS EXPENSES: The Company shall promptly pay all reasonable and properly documented business related expenses reasonably incurred by Executive in the performance of his duties under this Agreement.

7            TERMINATION OF EMPLOYMENT: The Company and Executive agree that either party may, upon at least 30 days written notice to the other, terminate Executive’s employment. Subject to Section 27, if applicable, as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive (or Executive’s estate, if applicable) (i) any earned but unpaid base salary, (ii) any accrued and vested but unpaid bonus and incentive compensation amounts, (iii) any accrued but unused vacation up to a maximum of four weeks, plus up to the maximum unused carry-over of vacation provided in the Company’s written vacation policy then in effect, and (iv) all reasonable, properly documented, and unreimbursed business expenses incurred by Executive prior to his termination (collectively, the “Termination Obligations”).

8            SEVERANCE PAY AND BENEFITS: In addition to payment of the Termination Obligations in accordance with Section 7, the Company shall provide severance payments and benefits to Executive as provided in this Section 8.

(a)          Termination without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause and other than for death or Disability, or Executive terminates his employment for Good Reason, the Company shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs (i) and (ii) of this Section 8(a) (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 21 and, to the extent applicable, Section 27.

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(i)          The Cash Severance Amount shall be the amount as provided in Exhibit A. The Company shall pay the Cash Severance Amount to Executive ratably on the regular payroll dates during the 12 months immediately following the termination date in accordance with the Company’s regular payroll policies; provided, that, without limiting any other rights of the Company, the Company shall not be required to make any such payments of the Cash Severance Amount during any time while Executive is in breach of any of the provisions of Section 11, 12, 13 or 16 (and such amounts that are not paid will be forfeited by Executive).

(ii)         Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse Executive the full premium required for such continued coverage elected for Executive and his eligible dependents for the applicable COBRA period but not to exceed 12 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if and to the extent necessary to make Executive whole for any tax attributable to such benefits under this Section 8(a)(ii).

(b)          Termination Due to Death, Disability, Voluntary Resignation or by the Company for Cause. If Executive’s employment is terminated by the Company or Executive due to his Disability or by the Company for Cause, or Executive dies or voluntarily resigns his employment with the Company without Good Reason, then as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive or his estate, if applicable, the Termination Obligations. If Executive’s employment is terminated by the Company for Cause or Executive voluntarily resigns from the Company without Good Reason, Executive shall not be entitled to Severance Pay.

(c)          No Duplication of Benefits. Executive shall be entitled to one, and only one, of the payments and benefits described in Section 8(a) or Section 8(b), as applicable to the circumstances of Executive’s termination of employment with the Company.

(d)          Definitions. The following are definitions of terms used in this and other sections of this Agreement.

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(i)          Cause. “Cause” means (A) Executive’s plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (B) any act by Executive of fraud or dishonesty with respect to any aspect of the business of the Company, its subsidiaries or a Parent Company (collectively, the “Company Group”), including, but not limited to, falsification of any Company Group records; (C) Executive’s intentional and continued failure to perform his duties that is materially injurious to the Company Group, unless due to illness or disability or Executive’s good faith efforts to comply with applicable law; (D) intentional engagement in misconduct by Executive that is materially injurious to the Company Group (monetarily or otherwise); (E) Executive’s breach of Sections 11 or 12 of this Agreement; (F) commencement by Executive of employment with an unrelated employer without the Company’s consent; (G) material violation by Executive of any applicable written harassment and/or non-discrimination policies; (H) material violation by Executive of any applicable written Company Group policies of which Executive has been apprised that is materially injurious to the Company Group (monetarily or otherwise); (I) Executive’s gross negligence in the performance of Executive’s duties that is materially injurious to the Company Group (monetarily or otherwise); provided, however, Executive shall not be deemed to have been terminated for Cause under clauses (B) through (I) above unless the determination of whether Cause exists is made by a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (excluding Executive, if a member) at a meeting of the Board that was called for the purpose of considering such termination (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and, if reasonably possible, to cure the breach that is the alleged basis for Cause) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

(ii)         Good Reason. “Good Reason” means (A) a material adverse reduction or diminution in Executive’s position, authority, duties or responsibilities, but not a change in reporting relationships, (B) a material reduction in Executive’s base salary, (C) any intentional material diminution of Executive’s annual bonus opportunities, periodic long-term incentive awards or benefits that the Executive is eligible to earn (regardless of amounts actually earned or paid), (D) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located on the Effective Date or Executive being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Executive’s duties and reasonably consistent with Executive’s travel prior to the Effective Date, (E) a material breach of this Agreement by the Company, or (F) the failure of a successor to the Company to assume this Agreement. Executive shall provide written notice of any such reduction, failure, change or breach upon which Executive intends to rely as the basis for a Good Reason resignation within 45 days of the occurrence of such reduction, failure, change or breach. The Company shall have 45 days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of Executive’s employment hereunder on the basis of the circumstances described in such notice shall not be considered a Good Reason resignation.

(iii)        Disability. “Disability” means Executive (A) is unable to perform substantially Executive’s duties with the Company with or without reasonable accommodation as a result of any physical or mental impairment that is reasonably expected to last for a continuous period of not less than six months, as supported by a written opinion by a physician selected by Executive and reasonably acceptable to the Board, and (B) is eligible to receive long-term disability benefits under the Company’s insured long-term disability plan.

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9            CHANGE IN CONTROL: Subject to any restrictions in that certain Merger and Share Exchange Agreement dated as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corporation, Glori Merger Subsidiary, Inc., Glori Energy Inc. (now known as Glori Energy Technology Inc.) and Infinity-C.S.V.C. Management Ltd. and that certain Termination and Release Agreement dated as of even date herewith by and between Executive and Glori Energy Technology Inc., in the event of a Change in Control, 50 percent of Executive’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50 percent of the Executive’s then-unvested options for purchase of shares of stock of the Company will accelerate, vest in full and become fully exercisable and if this Agreement is not assumed, and Executive’s employment is not continued, by the resulting, surviving or successor entity from such Change in Control (“Successor”), and the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of the Company are not replaced with incentive grants with similar value and terms in the Successor (“Replacement Grants”), or if Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control, then the remainder of the Executive’s restricted shares of stock of the Company and options for purchase of shares of stock of the Company and all Replacement Grants, if applicable, will accelerate and immediately vest in full. The term “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

10          NO OFFSET OR MITIGATION: Executive shall not be required to mitigate the amount of any payment or benefit provided for under this Agreement by seeking other employment or otherwise nor shall the amount of any payment or benefit provided for in this Agreement be reduced as the result of his employment by another employer or his self-employment, except that any welfare severance payments or welfare benefits that Executive is entitled to receive pursuant to a Company severance welfare benefit plan for employees in general shall reduce the amount of welfare severance payments and welfare benefits otherwise payable or to be provided to Executive under this Agreement, but only to the extent they are duplicative and such reduction complies with the requirements of Section 409A of the Code.

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11          CONFIDENTIALITY:

(a)          Non-Disclosure. Executive recognizes and agrees that he will have access to confidential information of a special or unique value concerning the Company Group (“Confidential Information”). Confidential Information refers to any and all confidential or proprietary information, which was obtained from the Company Group, or which was learned, discovered, developed, conceived, originated or prepared by Executive in the scope of his employment. Executive also recognizes that a portion of the business of the Company Group is dependent on trade secrets (“Trade Secrets”). Confidential Information and Trade Secrets include, but are not limited to, any information, whether tangible or intangible and in whatever medium, relating directly or indirectly to any proposed or existing business systems, strategies and models, proposed acquisitions, joint ventures or other strategic transactions, pricing strategies, technical data or know-how, finances, research, development, clients, customers, prospective clients and customers, contractual relationships, markets, marketing or business plans, manufacturing, personnel, products, services, formulas, inventions, processes, formulations, extracts, techniques, equipment, methods, designs, and drawings or engineering concepts of the Company and its affiliates, whether created, produced, manufactured, discovered, licensed, utilized, under development or otherwise obtained by the Company and its affiliates through contractual or other relationships, as well as all information generated by the Company and its affiliates that contains, reflects, or is derived from such information, which contains or otherwise reflects or is generated from such information and any other information which is identified as confidential by the Company or its affiliates. Executive acknowledges and agrees that the Confidential Information and Trade Secrets the Company is providing Executive under this Agreement is new Confidential Information and Trade Secrets to which Executive did not have access or knowledge of prior to signing this Agreement. The protection of this new Confidential Information and Trade Secrets, as well as past Confidential Information and Trade Secrets that became known to Executive during employment with the Company up to the Effective Date, against unauthorized disclosure or use is of critical importance to the Company Group. Accordingly, Executive agrees that he will maintain in confidence and shall not disclose or use, either during or after the Term of this Agreement, any past or new Confidential Information or Trade Secrets belonging to the Company Group, whether or not in written form, except to the extent required to perform his duties on behalf of the Company.

(b)          Return of Information. All data, records and other written material prepared or compiled by Executive, furnished directly or indirectly to Executive by the Company or its affiliates, or to which Executive may have access while in the employ of the Company, shall be the sole and exclusive property of the Company and/or its affiliates, and none of such data, documents or other information, or copies thereof, shall be retained by Executive upon termination of Executive’s employment. Executive shall deliver promptly to the Company at termination, or at any other time the Company may request, without retaining any copies, notes, or excerpts thereof, all memoranda, diaries, notes, records, plans, or other documents relating, directly or indirectly to, any Confidential Information and Trade Secrets made or compiled by, or delivered or made available to, or otherwise obtained by Executive.

(c)          Legal Obligation. In the event Executive is required by any court or legislative or administrative body (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information or Trade Secrets, Executive shall provide the Company with prompt notice of such requirement in order to afford the Company an opportunity to seek, at the Company’s sole expense, an appropriate protective order, and Executive shall provide all commercially reasonable assistance to the Company in its efforts to obtain any such protective order. If the Company is unable to obtain or does not seek such protective order and Executive is, in the opinion of counsel, compelled to disclose such Confidential Information and Trade Secrets, disclosure of such information shall not be deemed to be a violation of this Agreement; provided that Executive shall limit any such disclosure to only that information which is legally required to be disclosed.

12          RESTRICTIVE COVENANTS: As consideration for the provision of, and as an agreement ancillary to receipt of, new Confidential Information and Trade Secrets to Executive and the other undertakings in this Agreement, and for the specific purpose of enforcing the provisions of Section 11 hereof, and as a means to protect the Company Group’s goodwill, Executive hereby agrees to the following:

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(a)          Non-Competition. To the maximum extent permitted by law, during the Term of this Agreement and for a period of one year after the termination of Executive’s employment for any reason, Executive agrees that, without the prior written consent of the Company, Executive shall not directly or indirectly, within the Geographic Area, whether as an owner, employee, officer, director, investor, independent contractor, consultant, or otherwise, in any job function or capacity, participate or engage in the business of oilfield services focusing on biological or microbial enhanced secondary recovery of hydrocarbons (the “Business”), or work for or provide services to any person, partnership, entity, business, association, or corporation engaged or involved in the Business within the Geographic Area. The Geographic Area means the states of Texas and California, the Province of Alberta, Canada, and any other state in the United States or any other country worldwide in which the Company or its subsidiaries or, to the extent Executive provides services to or otherwise has access to the Confidential Information or Trade Secrets of a Parent Company, such Parent Company engages in Business on, or has engaged in Business within two years before, the date of Executive’s termination from the Company. Nothing in this Agreement prohibits Executive from owning a passive investment interest of less than two percent in a publicly traded company. Executive acknowledges that the foregoing non-competition covenant may restrict his ability to work for certain companies, but that he will receive sufficient monetary and other consideration from the Company hereunder to justify such restriction and that the restriction is reasonable. Executive acknowledges that he considers the restrictions contained in this Section 12 to be reasonable and necessary for providing consideration for his employment and for the purpose of preserving and protecting the valuable Confidential Information and Trade Secrets of the Company Group and its clients and customers, and the Company Group’s goodwill, reputation, and relationships with its clients and customers.

(b)          Non-Solicitation of Employees. During the Term of this Agreement and for a period of two years after the termination of Executive’s employment for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, (i) hire or seek to hire any employee of the Company Group, (ii) in any other manner attempt directly or indirectly to influence, induce, or encourage any such employee of the Company Group to leave such employment, or (iii) use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses, telephone numbers, e-mail addresses, or other personnel-related information regarding any such employees; provided, however, the foregoing shall not prohibit any general advertising.

(c)          Non-Solicitation of Customers. During the Term of this Agreement and for a period of one year after the termination of Executive’s employment with the Company for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, solicit, transact, or attempt to transact business with any person, firm or other entity who is or was a customer of the Company Group and with whom Executive (i) directly or indirectly managed, or had knowledge of, business by the Company Group, (ii) had contact or transacted business on behalf of the Company Group, or (iii) was involved in, or had knowledge of, the Company Group actively investigating with a view to conducting business or actively pursuing a plan to conduct business, since the Effective Date of this Agreement or two years prior to the termination of his employment with the Company, whichever is shorter. Executive acknowledges that this restriction is necessary in order for the Company Group to preserve and protect its legitimate proprietary interest in its goodwill, client and customer lists, and other Confidential Information and Trade Secrets; provided, however, the foregoing shall not prohibit any general advertising that is not directed at customers of the Company Group.

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(d)          Survival of Obligations. The expiration of the applicable restricted period in this Section 12 will not relieve Executive of any obligation or liability arising from any breach by Executive of this Section 12 during such restricted period. Executive further agrees that the time period during which the covenants contained in this Section 12 will be effective will be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section 12.

13          WORK PRODUCT: Executive shall promptly and fully disclose to the Company all Work Product which Executive conceives, creates or develops during his employment with the Company, whether conceived or developed during regular working hours or otherwise and whether on Company Group premises or otherwise. All such Work Product shall be the exclusive property of the Company. Executive shall: (i) assist the Company in obtaining appropriate legal protection (including patent, trademark, and copyright protection) for the rights of the Company with respect to such Work Product, and (ii) execute all documents and do all things necessary to (A) obtain such legal protection, and (B) vest the Company with full and exclusive title thereof. All Work Product shall be considered, to the maximum extent possible, work made for hire by the Company within the meaning of Title 17 of the United States Code. To the extent the Company does not own such Work Product as a work made for hire, Executive hereby assigns to the Company all rights to such Work Product. “Work Product” means designs, writings, programs, software, technical data, specifications, know-how, processes, methods, business confidential information, inventions, discoveries, and works as well as the patents, copyrights, and other intellectual property and proprietary rights therein, conceived, created or developed by Executive on behalf of the Company Group reasonably related to the Company Group’s existing business, contemplated business, and reasonable expansions of such business. The term “works” means computer programs, software, writings, drawings, artwork and all works of authorship under the copyright laws of the United States.

14          SEVERABILITY AND REFORMATION: If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of Executive or the Company under this Agreement would not be materially and adversely affected thereby, such provision shall be fully severable, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the Company and Executive hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable provision in accordance with this Section 14. Without limiting the foregoing, if any court of competent jurisdiction (or an arbitrator in accordance with Section 20 hereof) determines that any part of Sections 11 or 12 hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court or arbitrator will have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision will then be enforceable. Executive will, at the Company’s request, join the Company in requesting that such court or arbitrator take such action

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15          WARRANTY AND INDEMNIFICATION: Executive warrants that he is not a party to any other restrictive agreement limiting his activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit continued employment with the Company. Executive shall hold the Company Group harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

16          NON-DISPARAGEMENT: The parties shall refrain, both during and after the Term, from publishing any oral or written statements about each other (including with respect to the Company, its affiliates, or any of their respective officers, employees, agents, or representatives) that are disparaging, slanderous, libelous, or defamatory.

17          NOTICES: Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to 4315 South Drive, Houston, Texas 77053 attention: Human Resources. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

18          NO WAIVER: No failure by either party at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

19          INJUNCTIVE RELIEF: Executive acknowledges that the breach of any of the covenants contained in Sections 11, 12 , 13 or 16 could give rise to irreparable injury to the Company Group, the amount of which could be difficult or impossible to estimate. Accordingly, Executive agrees that the Company shall be entitled to injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to enforce specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies, which may be available. Executive further acknowledges and agrees that the enforcement of a remedy hereunder by way of injunction shall not prevent Executive from earning a reasonable livelihood. Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company Group’s legitimate business interests and are reasonable in scope and content. Nothing herein shall prevent either party from pursuing a legal and/or equitable action against the other party for any damages caused by such party’s breach of this Agreement.

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20          ARBITRATION: Any dispute arising under or related to this Agreement or about the validity, interpretation, effect or alleged violation of this Agreement (an “arbitrable dispute”) must be submitted to confidential arbitration in Houston, Texas. Arbitration shall take place before an experienced employment arbitrator licensed to practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association. Arbitration shall be the exclusive remedy of any arbitrable dispute. The Company shall bear all reasonable documented out-of-pocket fees, costs and expenses of arbitration, including those of Executive unless the arbitrator finds that Executive has acted in bad faith and provides otherwise with respect to the fees, costs and expenses of Executive; provided, however, in no event shall Executive be chargeable with the fees, costs and expenses of the Company or the arbitrator. Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages, costs, expenses and reasonable attorneys’ fees incurred as a result of the use of such method. Notwithstanding anything herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Houston, Texas, for the purposes of any proceeding arising out of this Agreement. However, this arbitration agreement shall not apply to any claim: (i) for workers’ compensation or unemployment benefits; or (ii) by Company for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of Trade Secrets or Confidential Information, including but not limited to, matters described in Sections 11 and 12, or with respect to the matters described in Sections 13 and 16. With respect to matters referred to in the foregoing sub-paragraph (ii), the Company may seek and obtain injunctive relief in court, and then proceed with arbitration under this Agreement.

21          RELEASE AGREEMENT: Executive agrees that, as a condition to receiving the Severance Pay, Executive shall execute a general release agreement in a form provided by the Company (the “Release”), which shall include, without limitation, a waiver and release of all claims arising out of Executive’s service as an employee of the Company, its subsidiaries or any of their affiliates and the termination of such relationship. Such claims include all claims based on any federal, state or local statute, including without limitation the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, as amended, but excluding all vested benefits and rights Executive has under any employee benefit plans, and the Texas Commission on Human Rights Act. In order for Executive to receive the Severance Pay, the Executive must deliver a properly executed copy of the Release within the particular time period specified therein, which shall be no later than the Release Deadline and not revoke such executed and delivered Release, and any applicable revocation period set forth in the Release must have expired (such requirements collectively, the “Release Requirement”). The “Release Deadline” shall be the particular time period specified in the Release for the delivery of the executed release, which shall be no later than 45 days following the delivery of the Release to Executive. Notwithstanding the foregoing, if Executive’s termination is due to death, or Executive dies after his termination date and before the expiration of the Release Deadline without having executed the Release, the Release Deadline shall be extended to the 90th day after the date of Executive’s death. The properly executed Release must actually be received by the Company, or its duly authorized representative, at the address specified by the Company by the Release Deadline to be considered timely. If Executive (or Executive’s estate, as the case may be) does not properly execute the Release by the Release Deadline, or effectively revokes the executed Release within the applicable revocation period set forth in the Release, Executive (or Executive’s estate) will receive only the Termination Obligations and such other compensation and benefits as are required by applicable law and will not be entitled to any Severance Pay. The Company will deliver the form of Release to Executive within seven days following Executive’s termination. If the Company fails to do so, then, notwithstanding any provision of this Agreement to the contrary, the Executive shall be deemed to have satisfied the Release Requirement.

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22          GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.

23          SUCCESSORS:

(a)          This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)          This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)          The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and its subsidiaries, taken as a whole, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

24          ENTIRE AGREEMENT: This instrument contains the entire agreement of Executive and the Company with respect to the subject matter hereof and all promises, representations, understandings, arrangements, and prior and contemporaneous agreements (written or oral) between the parties with respect to the subject matter hereof, are terminated hereby.

25          SURVIVAL/SEVERABILITY/HEADINGS: It is the express intention and agreement of the parties that Sections 8 through 27 of this Agreement shall survive the termination of the Term. In addition, all obligations of the Company to make payments under this Agreement shall survive any termination of this Agreement on the terms and conditions set forth in this Agreement. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. Article and section headings contained in this Agreement are provided for convenience and reference only, and do not define or affect the meaning, construction, or scope of any of the provisions of this Agreement.

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26          TAX WITHHOLDING: The Company shall be entitled to withhold from any compensatory payments that it makes to Executive under this Agreement or otherwise all taxes required by applicable law to be withheld therefrom by the Company.

27          SECTION 409A COMPLIANCE:

(a)          General Suspension of Payments. If Executive is a “specified employee,” as such term is defined within the meaning of Section 409A of the Code, any payments or benefits that are treated as nonqualified deferred compensation for purposes of Section 409A of the Code and that are payable or provided as a result of Executive’s termination of employment that would otherwise be paid or provided prior to the earliest of the dates set forth in the following provisions of this Section 27(a) shall instead be deferred, accumulated and paid in a lump sum or provided on the earliest of (i) the first day of the seventh month following Executive’s termination, (ii) the date of Executive’s death, or (iii) any date that otherwise complies with Section 409A of the Code.

(b)          Release Payments. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment constitute nonqualified deferred compensation under Section 409A of the Code and are subject to Executive’s satisfaction of the Release Requirement would otherwise be payable at a time prior to the sixtieth (60th) day following Executive’s termination date, then subject to the Release Requirement having been satisfied, the payment of all such amounts shall be delayed and such amounts shall accumulated and paid in a lump sum on the sixtieth (60th) day following Executive’s termination date, unless and to the extent the delay provided by Section 27(a) shall apply. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment do not constitute nonqualified deferred compensation under Section 409A of the Code, but are subject to Executive’s satisfaction of the Release Requirement and would otherwise be payable at a time prior to the satisfaction of the Release Requirement, then the payment of all such amounts shall be delayed and such amount shall be accumulated and paid in a lump sum on the third (3rd) day following Executive’s satisfaction of the Release Requirement.

(c)          Any payments which are delayed pursuant to Section 27(a) or Section 27(b) shall bear interest at the LIBOR rate in effect of Executive’s termination date until paid, and such interest shall be included and paid with each such delayed payment.

(d)          Reimbursement Payments. The following rules shall apply to payments of any amounts under this Agreement that are treated as “reimbursement payments” under Section 409A of the Code: (i) the amount of expenses eligible for reimbursement in one calendar year shall not limit the available reimbursements for any other calendar year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code); (ii) Executive shall file a claim for all reimbursement payments not later than 30 days following the end of the calendar year during which the expenses were incurred; (iii) Company shall make such reimbursement payments within 30 days following the date Executive delivers written notice of the expenses to Company; and (iv) the Executive’s right to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit.

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(e)          Separation from Service. For purposes of this Agreement, any reference to “termination” of Executive’s employment shall be interpreted consistent with the meaning of the term “separation from service” in Section 409A(a)(2)(A)(i) of the Code and no portion of the Severance Payments shall be paid to Executive prior to the date Executive incurs a separation from service under Section 409A(a)(2)(A)(i).

(f)          General. This Agreement and the payments and benefits provided hereunder are intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code and shall be construed, interpreted and administered in a manner consistent with such intent. Notwithstanding any provisions of this Agreement relating to the timing of any benefits or payments, to the extent required to comply with applicable law, including Section 409A of the Code, or to prevent the imposition of any excise taxes or penalties on Company or Executive, the commencement of payment or provision of any payment or benefit shall be deferred to the minimum extent necessary so as to comply with any such law or to avoid the imposition of any such excise tax or penalty. For purposes of Section 409A of the Code and this Agreement, the right to any series of installment payments under this Agreement shall be treated as a right to a series of separate payments

(g)          Death. If Executive dies after his termination of employment but before all payments due under this Agreement have been made, such payments shall be made to Executive’s estate.

28          LEGAL FEES: The Company shall reimburse Executive for his reasonable documented out-of-pocket legal fees incurred in advising him with respect to review of this Agreement before signing.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective for all purposes as of the Effective Date.

Glori Energy Inc.	Executive
By:
Name: Victor Perez	Stuart Page
Title: Chief Financial Officer

Signature page to Employment Agreement

Exhibit A
to Employment Agreement
between Glori Energy Inc.
and the Executive Named Below

Name:	Stuart Page
Position:	President and Chief Executive Officer
Reporting:	Executive shall report to the Board of Directors.
Term:	The Term of this Agreement shall continue until the termination of Executive’s employment for any reason.
Annual Base Salary:	$400,000.00.  Executive’s base salary may be increased from time to time, but once increased may not be thereafter decreased.
Annual Bonus:	Commencing on the first day of each calendar year of the Company (each calendar year being a “Bonus Period”), Executive shall participate in the Company’s annual bonus program (“Bonus Program”) for such Bonus Period, subject to the terms of the Bonus Program. Executive’s target bonus potential for a Bonus Period shall not be less than 50% of Executive's Annual Base Salary. The Company shall pay Executive his bonus amount, if any, in accordance with the terms of the Bonus Program.
Equity Grants:	Executive shall be eligible to receive periodic equity grants under the terms of the Company’s long-term incentive plan with a value, to be determined in the sole discretion of the Company’s Board of Directors or its Compensation Committee, as applicable, ranging from 0% to 200% of Executive’s then Annual Base Salary.
Cash Severance Amount:	an amount equal to (i) 100% of Executive’s then Annual Base Salary and (ii) an amount equal to the sum of Executive’s bonuses and other incentive compensation for periods ended prior to the date of termination, but for which payment has not been made and is otherwise conditioned on continued employment until the time of payment (in each case, without any duplication of the amounts described in Section 7 of the Agreement).
Parachute Tax Gross-Up:	In the event it shall be determined that any payment to Executive, whether under this Agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such tax (such tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Company shall pay Executive a “Gross-Up Payment” in an amount such that after payment by Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, any additional Excise Tax on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the initial Excise Tax. Such Gross-Up Payment shall be paid no later than the time Executive is required to pay the Excise Tax and in all events by the end of Executive’s taxable year in which Executive remits the applicable taxes.

Exhibit A to Employment Agreement

Vacation: Executive shall be eligible to receive paid vacation time of a minimum of twenty days per calendar year, subject to increase (but not decrease) in the discretion of the Board, with any unused vacation days carrying over to the following calendar year in accordance with the Company’s vacation policy. Executive shall take vacation in accordance with the terms of the Company’s vacation policy.

Exhibit A to Employment Agreement

EX-10.3

Execution version

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), including the attached Exhibit A, which are made a part hereof for all purposes, between Glori Energy Inc. (f/k/a/ Glori Acquisition Corp.), a Delaware corporation (the “Company”), and
Victor Perez (“Executive”) is effective as of [April 14], 2014, (the “Effective Date”). The Company and Executive agree as follows:

1TERM AND POSITION: The Company agrees to employ Executive, and Executive agrees to be employed by the Company, in the Positions and for the Term stated on Exhibit A. During the Term of this Agreement, Executive shall devote his full time and undivided attention during business hours to the business and affairs of the Company (including its subsidiaries), and to the extent requested by the Company, any parent company of the Company (a “Parent Company”), except for vacations, illness or incapacity; however, nothing in this Agreement shall preclude Executive from: (i) engaging in charitable and community activities, or (ii) managing his personal investments, provided that such activities in subparts (i) and (ii) do not materially interfere with the performance of his duties and responsibilities under this Agreement. The Board of Directors of the Company (the “Board”) shall give Executive written notice of any such activities that it reasonably believes materially interfere with the performance of his duties hereunder and provide Executive with a reasonable period of time to correct such interference.

2COMPENSATION: While Executive serves in the Positions set forth on Exhibit A, Executive’s annual base salary, as set forth on Exhibit A, shall be paid in accordance with the Company’s standard payroll practices for its executive officers. Executive’s compensation as an employee of the Company shall also include annual bonus opportunities and periodic long-term incentive awards, in cash and/or stock of the Company’s ultimate Parent Company, as determined appropriate from time to time by the Compensation Committee of the Board or the Board itself, and pursuant to the terms and conditions set forth in applicable plan documents.

3BENEFITS: Executive shall be allowed to participate in all compensation and benefit plans and receive all perquisites that the Company makes available to its other similarly situated senior executives and also to participate in those employee benefit plans and programs that the Company makes available to the Company’s employees in general, subject to the terms and conditions of applicable plan documents. Nothing in this Agreement is to be construed to obligate the Company to institute, maintain, or refrain from changing, amending, or discontinuing any benefit program or plan, so long as such actions are similarly applicable to the covered executives or employees, as applicable.

4INDEMNIFICATION: In any situation where under applicable law the Company has the power to indemnify, advance expenses to, and defend Executive in respect of, any claims, judgments, fines, settlements, loss, cost or expense (including attorneys’ fees) of any nature related to or arising out of Executive’s activities as an agent, employee, officer or director of the Company or in any other capacity in which he is acting or serving on behalf of or at the request of the Company (each a “Claim”), the Company shall fully indemnify Executive to the maximum extent permitted by law and promptly on written request from Executive advance expenses (including attorneys’ fees) to Executive and defend Executive to the fullest extent permitted by law, unless such Claim arises because Executive has been grossly negligent or willfully engaged in misconduct in the performance or nonperformance of his duties, which nonperformance shall include a failure of Executive to inform the Board of matters that could reasonably be expected, at such time, to be materially injurious financially to the Company. Further, Executive shall not be entitled to any indemnity or defense from the Company for any claims brought by Executive against the Company or for claims brought by the Company against Executive. This contractual indemnification of Executive by the Company hereunder shall not be deemed or construed as operating to impair any other obligation of the Company respecting Executive’s indemnification or defense otherwise arising out of this or any other agreement or promise or obligation of the Company under any statute, articles of incorporation, by-laws or otherwise.

5D&O INSURANCE: The Company (or a Parent Company on behalf of the Company) will obtain and maintain director and officer liability insurance covering Executive in an amount determined by the Board to be reasonable for the Company, given its size and activities, but in no event shall the coverage for Executive be less (in amount or scope) than the coverage provided for any other officer or director of the Company. Such insurance coverage shall continue as to Executive for at least six years after he has ceased to be a director, officer or executive of the Company with respect to acts or omissions that occurred prior to such cessation. Insurance contemplated by this Section 5 shall inure to the benefit of Executive, his heirs and the executors and administrators of his estate.

6BUSINESS EXPENSES: The Company shall promptly pay all reasonable and properly documented business related expenses reasonably incurred by Executive in the performance of his duties under this Agreement.

7TERMINATION OF EMPLOYMENT: The Company and Executive agree that either party may, upon at least 30 days written notice to the other, terminate Executive’s employment. Subject to Section 27, if applicable, as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive (or Executive’s estate, if applicable) (i) any earned but unpaid base salary, (ii) any accrued and vested but unpaid bonus and incentive compensation amounts, (iii) any accrued but unused vacation up to a maximum of four weeks, plus up to the maximum unused carry-over of vacation provided in the Company’s written vacation policy then in effect, and (iv) all reasonable, properly documented, and unreimbursed business expenses incurred by Executive prior to his termination (collectively, the “Termination Obligations”).

8SEVERANCE PAY AND BENEFITS: In addition to payment of the Termination Obligations in accordance with Section 7, the Company shall provide severance payments and benefits to Executive as provided in this Section 8.

(a)          Termination without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause and other than for death or Disability, or Executive terminates his employment for Good Reason, the Company shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs (i) and (ii) of this Section 8(a) (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 21 and, to the extent applicable, Section 27.

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(i)          The Cash Severance Amount shall be the amount as provided in Exhibit A. The Company shall pay the Cash Severance Amount to Executive ratably on the regular payroll dates during the six months immediately following the termination date in accordance with the Company’s regular payroll policies; provided, that, without limiting any other rights of the Company, the Company shall not be required to make any such payments of the Cash Severance Amount during any time while Executive is in breach of any of the provisions of Section 11, 12, 13 or 16 (and such amounts that are not paid will be forfeited by Executive).

(ii)         Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse Executive the full premium required for such continued coverage elected for Executive and his eligible dependents for the applicable COBRA period but not to exceed 12 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if and to the extent necessary to make Executive whole for any tax attributable to such benefits under this Section 8(a)(ii).

(b)          Termination Due to Death, Disability, Voluntary Resignation or by the Company for Cause. If Executive’s employment is terminated by the Company or Executive due to his Disability or by the Company for Cause, or Executive dies or voluntarily resigns his employment with the Company without Good Reason, then as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive or his estate, if applicable, the Termination Obligations. If Executive’s employment is terminated by the Company for Cause or Executive voluntarily resigns from the Company without Good Reason, Executive shall not be entitled to Severance Pay.

(c)          No Duplication of Benefits. Executive shall be entitled to one, and only one, of the payments and benefits described in Section 8(a) or Section 8(b), as applicable to the circumstances of Executive’s termination of employment with the Company.

(d)          Definitions. The following are definitions of terms used in this and other sections of this Agreement.

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(i)          Cause. “Cause” means (A) Executive’s plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (B) any act by Executive of fraud or dishonesty with respect to any aspect of the business of the Company, its subsidiaries or a Parent Company (collectively, the “Company Group”), including, but not limited to, falsification of any Company Group records; (C) Executive’s intentional and continued failure to perform his duties that is materially injurious to the Company Group, unless due to illness or disability or Executive’s good faith efforts to comply with applicable law; (D) intentional engagement in misconduct by Executive that is materially injurious to the Company Group (monetarily or otherwise); (E) Executive’s breach of Sections 11 or 12 of this Agreement; (F) commencement by Executive of employment with an unrelated employer without the Company’s consent; (G) material violation by Executive of any applicable written harassment and/or non-discrimination policies; (H) material violation by Executive of any applicable written Company Group policies of which Executive has been apprised that is materially injurious to the Company Group (monetarily or otherwise); (I) Executive’s gross negligence in the performance of Executive’s duties that is materially injurious to the Company Group (monetarily or otherwise); provided, however, Executive shall not be deemed to have been terminated for Cause under clauses (B) through (I) above unless the determination of whether Cause exists is made by a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (excluding Executive, if a member) at a meeting of the Board that was called for the purpose of considering such termination (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and, if reasonably possible, to cure the breach that is the alleged basis for Cause) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

(ii)         Good Reason. “Good Reason” means (A) a material adverse reduction or diminution in Executive’s position, authority, duties or responsibilities, but not a change in reporting relationships, (B) a material reduction in Executive’s base salary, (C) any intentional material diminution of Executive’s annual bonus opportunities, periodic long-term incentive awards or benefits that the Executive is eligible to earn (regardless of amounts actually earned or paid), (D) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located on the Effective Date or Executive being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Executive’s duties and reasonably consistent with Executive’s travel prior to the Effective Date, (E) a material breach of this Agreement by the Company, or (F) the failure of a successor to the Company to assume this Agreement. Executive shall provide written notice of any such reduction, failure, change or breach upon which Executive intends to rely as the basis for a Good Reason resignation within 45 days of the occurrence of such reduction, failure, change or breach. The Company shall have 45 days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of Executive’s employment hereunder on the basis of the circumstances described in such notice shall not be considered a Good Reason resignation.

(iii)        Disability. “Disability” means Executive (A) is unable to perform substantially Executive’s duties with the Company with or without reasonable accommodation as a result of any physical or mental impairment that is reasonably expected to last for a continuous period of not less than six months, as supported by a written opinion by a physician selected by Executive and reasonably acceptable to the Board, and (B) is eligible to receive long-term disability benefits under the Company’s insured long-term disability plan.

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9CHANGE IN CONTROL: Subject to any restrictions in that certain Merger and Share Exchange Agreement dated as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corporation, Glori Merger Subsidiary, Inc., Glori Energy Inc. (now known as Glori Energy Technology Inc.) and Infinity-C.S.V.C. Management Ltd. and that certain Termination and Release Agreement dated as of even date herewith by and between Executive and Glori Energy Technology Inc., in the event of a Change in Control, 50 percent of Executive’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50 percent of the Executive’s then-unvested options for purchase of shares of stock of the Company will accelerate, vest in full and become fully exercisable and if this Agreement is not assumed, and Executive’s employment is not continued, by the resulting, surviving or successor entity from such Change in Control (“Successor”), and the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of the Company are not replaced with incentive grants with similar value and terms in the Successor (“Replacement Grants”), or if Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control, then the remainder of the Executive’s restricted shares of stock of the Company and options for purchase of shares of stock of the Company and all Replacement Grants, if applicable, will accelerate and immediately vest in full. The term “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

10NO OFFSET OR MITIGATION: Executive shall not be required to mitigate the amount of any payment or benefit provided for under this Agreement by seeking other employment or otherwise nor shall the amount of any payment or benefit provided for in this Agreement be reduced as the result of his employment by another employer or his self-employment, except that any welfare severance payments or welfare benefits that Executive is entitled to receive pursuant to a Company severance welfare benefit plan for employees in general shall reduce the amount of welfare severance payments and welfare benefits otherwise payable or to be provided to Executive under this Agreement, but only to the extent they are duplicative and such reduction complies with the requirements of Section 409A of the Code.

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11CONFIDENTIALITY:

(a)          Non-Disclosure. Executive recognizes and agrees that he will have access to confidential information of a special or unique value concerning the Company Group (“Confidential Information”). Confidential Information refers to any and all confidential or proprietary information, which was obtained from the Company Group, or which was learned, discovered, developed, conceived, originated or prepared by Executive in the scope of his employment. Executive also recognizes that a portion of the business of the Company Group is dependent on trade secrets (“Trade Secrets”). Confidential Information and Trade Secrets include, but are not limited to, any information, whether tangible or intangible and in whatever medium, relating directly or indirectly to any proposed or existing business systems, strategies and models, proposed acquisitions, joint ventures or other strategic transactions, pricing strategies, technical data or know-how, finances, research, development, clients, customers, prospective clients and customers, contractual relationships, markets, marketing or business plans, manufacturing, personnel, products, services, formulas, inventions, processes, formulations, extracts, techniques, equipment, methods, designs, and drawings or engineering concepts of the Company and its affiliates, whether created, produced, manufactured, discovered, licensed, utilized, under development or otherwise obtained by the Company and its affiliates through contractual or other relationships, as well as all information generated by the Company and its affiliates that contains, reflects, or is derived from such information, which contains or otherwise reflects or is generated from such information and any other information which is identified as confidential by the Company or its affiliates. Executive acknowledges and agrees that the Confidential Information and Trade Secrets the Company is providing Executive under this Agreement is new Confidential Information and Trade Secrets to which Executive did not have access or knowledge of prior to signing this Agreement. The protection of this new Confidential Information and Trade Secrets, as well as past Confidential Information and Trade Secrets that became known to Executive during employment with the Company up to the Effective Date, against unauthorized disclosure or use is of critical importance to the Company Group. Accordingly, Executive agrees that he will maintain in confidence and shall not disclose or use, either during or after the Term of this Agreement, any past or new Confidential Information or Trade Secrets belonging to the Company Group, whether or not in written form, except to the extent required to perform his duties on behalf of the Company.

(b)          Return of Information. All data, records and other written material prepared or compiled by Executive, furnished directly or indirectly to Executive by the Company or its affiliates, or to which Executive may have access while in the employ of the Company, shall be the sole and exclusive property of the Company and/or its affiliates, and none of such data, documents or other information, or copies thereof, shall be retained by Executive upon termination of Executive’s employment. Executive shall deliver promptly to the Company at termination, or at any other time the Company may request, without retaining any copies, notes, or excerpts thereof, all memoranda, diaries, notes, records, plans, or other documents relating, directly or indirectly to, any Confidential Information and Trade Secrets made or compiled by, or delivered or made available to, or otherwise obtained by Executive.

(c)          Legal Obligation. In the event Executive is required by any court or legislative or administrative body (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information or Trade Secrets, Executive shall provide the Company with prompt notice of such requirement in order to afford the Company an opportunity to seek, at the Company’s sole expense, an appropriate protective order, and Executive shall provide all commercially reasonable assistance to the Company in its efforts to obtain any such protective order. If the Company is unable to obtain or does not seek such protective order and Executive is, in the opinion of counsel, compelled to disclose such Confidential Information and Trade Secrets, disclosure of such information shall not be deemed to be a violation of this Agreement; provided that Executive shall limit any such disclosure to only that information which is legally required to be disclosed.

12RESTRICTIVE COVENANTS: As consideration for the provision of, and as an agreement ancillary to receipt of, new Confidential Information and Trade Secrets to Executive and the other undertakings in this Agreement, and for the specific purpose of enforcing the provisions of Section 11 hereof, and as a means to protect the Company Group’s goodwill, Executive hereby agrees to the following:

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(a)          Non-Competition. To the maximum extent permitted by law, during the Term of this Agreement and for a period of one year after the termination of Executive’s employment for any reason, Executive agrees that, without the prior written consent of the Company, Executive shall not directly or indirectly, within the Geographic Area, whether as an owner, employee, officer, director, investor, independent contractor, consultant, or otherwise, in any job function or capacity, participate or engage in the business of oilfield services focusing on biological or microbial enhanced secondary recovery of hydrocarbons (the “Business”), or work for or provide services to any person, partnership, entity, business, association, or corporation engaged or involved in the Business within the Geographic Area. The Geographic Area means the states of Texas and California, the Province of Alberta, Canada, and any other state in the United States or any other country worldwide in which the Company or its subsidiaries or, to the extent Executive provides services to or otherwise has access to the Confidential Information or Trade Secrets of a Parent Company, such Parent Company engages in Business on, or has engaged in Business within two years before, the date of Executive’s termination from the Company. Nothing in this Agreement prohibits Executive from owning a passive investment interest of less than two percent in a publicly traded company. Executive acknowledges that the foregoing non-competition covenant may restrict his ability to work for certain companies, but that he will receive sufficient monetary and other consideration from the Company hereunder to justify such restriction and that the restriction is reasonable. Executive acknowledges that he considers the restrictions contained in this Section 12 to be reasonable and necessary for providing consideration for his employment and for the purpose of preserving and protecting the valuable Confidential Information and Trade Secrets of the Company Group and its clients and customers, and the Company Group’s goodwill, reputation, and relationships with its clients and customers.

(b)          Non-Solicitation of Employees. During the Term of this Agreement and for a period of two years after the termination of Executive’s employment for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, (i) hire or seek to hire any employee of the Company Group, (ii) in any other manner attempt directly or indirectly to influence, induce, or encourage any such employee of the Company Group to leave such employment, or (iii) use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses, telephone numbers, e-mail addresses, or other personnel-related information regarding any such employees; provided, however, the foregoing shall not prohibit any general advertising.

(c)          Non-Solicitation of Customers. During the Term of this Agreement and for a period of one year after the termination of Executive’s employment with the Company for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, solicit, transact, or attempt to transact business with any person, firm or other entity who is or was a customer of the Company Group and with whom Executive (i) directly or indirectly managed, or had knowledge of, business by the Company Group, (ii) had contact or transacted business on behalf of the Company Group, or (iii) was involved in, or had knowledge of, the Company Group actively investigating with a view to conducting business or actively pursuing a plan to conduct business, since the Effective Date of this Agreement or two years prior to the termination of his employment with the Company, whichever is shorter. Executive acknowledges that this restriction is necessary in order for the Company Group to preserve and protect its legitimate proprietary interest in its goodwill, client and customer lists, and other Confidential Information and Trade Secrets; provided, however, the foregoing shall not prohibit any general advertising that is not directed at customers of the Company Group.

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(d)          Survival of Obligations. The expiration of the applicable restricted period in this Section 12 will not relieve Executive of any obligation or liability arising from any breach by Executive of this Section 12 during such restricted period. Executive further agrees that the time period during which the covenants contained in this Section 12 will be effective will be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section 12.

13WORK PRODUCT: Executive shall promptly and fully disclose to the Company all Work Product which Executive conceives, creates or develops during his employment with the Company, whether conceived or developed during regular working hours or otherwise and whether on Company Group premises or otherwise. All such Work Product shall be the exclusive property of the Company. Executive shall: (i) assist the Company in obtaining appropriate legal protection (including patent, trademark, and copyright protection) for the rights of the Company with respect to such Work Product, and (ii) execute all documents and do all things necessary to (A) obtain such legal protection, and (B) vest the Company with full and exclusive title thereof. All Work Product shall be considered, to the maximum extent possible, work made for hire by the Company within the meaning of Title 17 of the United States Code. To the extent the Company does not own such Work Product as a work made for hire, Executive hereby assigns to the Company all rights to such Work Product. “Work Product” means designs, writings, programs, software, technical data, specifications, know-how, processes, methods, business confidential information, inventions, discoveries, and works as well as the patents, copyrights, and other intellectual property and proprietary rights therein, conceived, created or developed by Executive on behalf of the Company Group reasonably related to the Company Group’s existing business, contemplated business, and reasonable expansions of such business. The term “works” means computer programs, software, writings, drawings, artwork and all works of authorship under the copyright laws of the United States.

14SEVERABILITY AND REFORMATION: If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of Executive or the Company under this Agreement would not be materially and adversely affected thereby, such provision shall be fully severable, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the Company and Executive hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable provision in accordance with this Section 14. Without limiting the foregoing, if any court of competent jurisdiction (or an arbitrator in accordance with Section 20 hereof) determines that any part of Sections 11 or 12 hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court or arbitrator will have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision will then be enforceable. Executive will, at the Company’s request, join the Company in requesting that such court or arbitrator take such action

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15WARRANTY AND INDEMNIFICATION: Executive warrants that he is not a party to any other restrictive agreement limiting his activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit continued employment with the Company. Executive shall hold the Company Group harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

16NON-DISPARAGEMENT: The parties shall refrain, both during and after the Term, from publishing any oral or written statements about each other (including with respect to the Company, its affiliates, or any of their respective officers, employees, agents, or representatives) that are disparaging, slanderous, libelous, or defamatory.

17NOTICES: Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to 4315 South Drive, Houston, Texas 77053 attention: Human Resources. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

18NO WAIVER: No failure by either party at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

19INJUNCTIVE RELIEF: Executive acknowledges that the breach of any of the covenants contained in Sections 11, 12 , 13 or 16 could give rise to irreparable injury to the Company Group, the amount of which could be difficult or impossible to estimate. Accordingly, Executive agrees that the Company shall be entitled to injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to enforce specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies, which may be available. Executive further acknowledges and agrees that the enforcement of a remedy hereunder by way of injunction shall not prevent Executive from earning a reasonable livelihood. Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company Group’s legitimate business interests and are reasonable in scope and content. Nothing herein shall prevent either party from pursuing a legal and/or equitable action against the other party for any damages caused by such party’s breach of this Agreement.

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20ARBITRATION: Any dispute arising under or related to this Agreement or about the validity, interpretation, effect or alleged violation of this Agreement (an “arbitrable dispute”) must be submitted to confidential arbitration in Houston, Texas. Arbitration shall take place before an experienced employment arbitrator licensed to practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association. Arbitration shall be the exclusive remedy of any arbitrable dispute. The Company shall bear all reasonable documented out-of-pocket fees, costs and expenses of arbitration, including those of Executive unless the arbitrator finds that Executive has acted in bad faith and provides otherwise with respect to the fees, costs and expenses of Executive; provided, however, in no event shall Executive be chargeable with the fees, costs and expenses of the Company or the arbitrator. Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages, costs, expenses and reasonable attorneys’ fees incurred as a result of the use of such method. Notwithstanding anything herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Houston, Texas, for the purposes of any proceeding arising out of this Agreement. However, this arbitration agreement shall not apply to any claim: (i) for workers’ compensation or unemployment benefits; or (ii) by Company for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of Trade Secrets or Confidential Information, including but not limited to, matters described in Sections 11 and 12, or with respect to the matters described in Sections 13 and 16. With respect to matters referred to in the foregoing sub-paragraph (ii), the Company may seek and obtain injunctive relief in court, and then proceed with arbitration under this Agreement.

21RELEASE AGREEMENT: Executive agrees that, as a condition to receiving the Severance Pay, Executive shall execute a general release agreement in a form provided by the Company (the “Release”), which shall include, without limitation, a waiver and release of all claims arising out of Executive’s service as an employee of the Company, its subsidiaries or any of their affiliates and the termination of such relationship. Such claims include all claims based on any federal, state or local statute, including without limitation the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, as amended, but excluding all vested benefits and rights Executive has under any employee benefit plans, and the Texas Commission on Human Rights Act. In order for Executive to receive the Severance Pay, the Executive must deliver a properly executed copy of the Release within the particular time period specified therein, which shall be no later than the Release Deadline and not revoke such executed and delivered Release, and any applicable revocation period set forth in the Release must have expired (such requirements collectively, the “Release Requirement”). The “Release Deadline” shall be the particular time period specified in the Release for the delivery of the executed release, which shall be no later than 45 days following the delivery of the Release to Executive. Notwithstanding the foregoing, if Executive’s termination is due to death, or Executive dies after his termination date and before the expiration of the Release Deadline without having executed the Release, the Release Deadline shall be extended to the 90th day after the date of Executive’s death. The properly executed Release must actually be received by the Company, or its duly authorized representative, at the address specified by the Company by the Release Deadline to be considered timely. If Executive (or Executive’s estate, as the case may be) does not properly execute the Release by the Release Deadline, or effectively revokes the executed Release within the applicable revocation period set forth in the Release, Executive (or Executive’s estate) will receive only the Termination Obligations and such other compensation and benefits as are required by applicable law and will not be entitled to any Severance Pay. The Company will deliver the form of Release to Executive within seven days following Executive’s termination. If the Company fails to do so, then, notwithstanding any provision of this Agreement to the contrary, the Executive shall be deemed to have satisfied the Release Requirement.

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22GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.

23SUCCESSORS:

(a)          This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)          This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)          The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and its subsidiaries, taken as a whole, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

24ENTIRE AGREEMENT: This instrument contains the entire agreement of Executive and the Company with respect to the subject matter hereof and all promises, representations, understandings, arrangements, and prior and contemporaneous agreements (written or oral) between the parties with respect to the subject matter hereof, are terminated hereby.

25SURVIVAL/SEVERABILITY/HEADINGS: It is the express intention and agreement of the parties that Sections 8 through 27 of this Agreement shall survive the termination of the Term. In addition, all obligations of the Company to make payments under this Agreement shall survive any termination of this Agreement on the terms and conditions set forth in this Agreement. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. Article and section headings contained in this Agreement are provided for convenience and reference only, and do not define or affect the meaning, construction, or scope of any of the provisions of this Agreement.

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26TAX WITHHOLDING: The Company shall be entitled to withhold from any compensatory payments that it makes to Executive under this Agreement or otherwise all taxes required by applicable law to be withheld therefrom by the Company.

27SECTION 409A COMPLIANCE:

(a)          General Suspension of Payments. If Executive is a “specified employee,” as such term is defined within the meaning of Section 409A of the Code, any payments or benefits that are treated as nonqualified deferred compensation for purposes of Section 409A of the Code and that are payable or provided as a result of Executive’s termination of employment that would otherwise be paid or provided prior to the earliest of the dates set forth in the following provisions of this Section 27(a) shall instead be deferred, accumulated and paid in a lump sum or provided on the earliest of (i) the first day of the seventh month following Executive’s termination, (ii) the date of Executive’s death, or (iii) any date that otherwise complies with Section 409A of the Code.

(b)          Release Payments. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment constitute nonqualified deferred compensation under Section 409A of the Code and are subject to Executive’s satisfaction of the Release Requirement would otherwise be payable at a time prior to the sixtieth (60th) day following Executive’s termination date, then subject to the Release Requirement having been satisfied, the payment of all such amounts shall be delayed and such amounts shall accumulated and paid in a lump sum on the sixtieth (60th) day following Executive’s termination date, unless and to the extent the delay provided by Section 27(a) shall apply. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment do not constitute nonqualified deferred compensation under Section 409A of the Code, but are subject to Executive’s satisfaction of the Release Requirement and would otherwise be payable at a time prior to the satisfaction of the Release Requirement, then the payment of all such amounts shall be delayed and such amount shall be accumulated and paid in a lump sum on the third (3rd) day following Executive’s satisfaction of the Release Requirement.

(c)          Any payments which are delayed pursuant to Section 27(a) or Section 27(b) shall bear interest at the LIBOR rate in effect of Executive’s termination date until paid, and such interest shall be included and paid with each such delayed payment.

(d)          Reimbursement Payments. The following rules shall apply to payments of any amounts under this Agreement that are treated as “reimbursement payments” under Section 409A of the Code: (i) the amount of expenses eligible for reimbursement in one calendar year shall not limit the available reimbursements for any other calendar year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code); (ii) Executive shall file a claim for all reimbursement payments not later than 30 days following the end of the calendar year during which the expenses were incurred; (iii) Company shall make such reimbursement payments within 30 days following the date Executive delivers written notice of the expenses to Company; and (iv) the Executive’s right to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit.

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(e)          Separation from Service. For purposes of this Agreement, any reference to “termination” of Executive’s employment shall be interpreted consistent with the meaning of the term “separation from service” in Section 409A(a)(2)(A)(i) of the Code and no portion of the Severance Payments shall be paid to Executive prior to the date Executive incurs a separation from service under Section 409A(a)(2)(A)(i).

(f)          General. This Agreement and the payments and benefits provided hereunder are intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code and shall be construed, interpreted and administered in a manner consistent with such intent. Notwithstanding any provisions of this Agreement relating to the timing of any benefits or payments, to the extent required to comply with applicable law, including Section 409A of the Code, or to prevent the imposition of any excise taxes or penalties on Company or Executive, the commencement of payment or provision of any payment or benefit shall be deferred to the minimum extent necessary so as to comply with any such law or to avoid the imposition of any such excise tax or penalty. For purposes of Section 409A of the Code and this Agreement, the right to any series of installment payments under this Agreement shall be treated as a right to a series of separate payments

(g)          Death. If Executive dies after his termination of employment but before all payments due under this Agreement have been made, such payments shall be made to Executive’s estate.

28LEGAL FEES: The Company shall reimburse Executive for his reasonable documented out-of-pocket legal fees incurred in advising him with respect to review of this Agreement before signing.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective for all purposes as of the Effective Date.

Glori Energy Inc.	Executive
By:
Name: Stuart Page	Victor Perez
Title: President and Chief Executive Officer

Signature page to Employment Agreement

Exhibit A
to Employment Agreement
between Glori Energy Inc.
and the Executive Named Below

Name:	Victor Perez
Position:	Chief Financial Officer
Reporting:	Executive shall report to the President and Chief Executive Officer.
Term:	The Term of this Agreement shall continue until the termination of Executive’s employment for any reason.
Annual Base Salary:	$260,000.00.  Executive’s base salary may be increased from time to time, but once increased may not be thereafter decreased.
Annual Bonus:	Commencing on the first day of each calendar year of the Company (each calendar year being a “Bonus Period”), Executive shall participate in the Company’s annual bonus program (“Bonus Program”) for such Bonus Period, subject to the terms of the Bonus Program. Executive’s target bonus potential for a Bonus Period shall not be less than 45% of Executive's Annual Base Salary. The Company shall pay Executive his bonus amount, if any, in accordance with the terms of the Bonus Program.
Equity Grants:	Executive shall be eligible to receive periodic equity grants under the terms of the Company’s long-term incentive plan with a value, to be determined in the sole discretion of the Company’s Board of Directors or its Compensation Committee, as applicable, ranging from 0% to 100% of Executive’s then Annual Base Salary.
Cash Severance Amount:	an amount equal to (i) 50% of Executive’s then Annual Base Salary and (ii) an amount equal to the sum of Executive’s bonuses and other incentive compensation for periods ended prior to the date of termination, but for which payment has not been made and is otherwise conditioned on continued employment until the time of payment (in each case, without any duplication of the amounts described in Section 7 of the Agreement).
Parachute Tax Gross-Up:	In the event it shall be determined that any payment to Executive, whether under this Agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such tax (such tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Company shall pay Executive a “Gross-Up Payment” in an amount such that after payment by Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, any additional Excise Tax on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the initial Excise Tax. Such Gross-Up Payment shall be paid no later than the time Executive is required to pay the Excise Tax and in all events by the end of Executive’s taxable year in which Executive remits the applicable taxes.

 Exhibit A to Employment Agreement

Vacation: Executive shall be eligible to receive paid vacation time of a minimum of twenty days per calendar year, subject to increase (but not decrease) in the discretion of the Board, with any unused vacation days carrying over to the following calendar year in accordance with the Company’s vacation policy. Executive shall take vacation in accordance with the terms of the Company’s vacation policy.

Exhibit A to Employment Agreement

EX-10.4

Execution version

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), including the attached Exhibit A, which are made a part hereof for all purposes, between Glori Energy Inc. (f/k/a/ Glori Acquisition Corp.), a Delaware corporation (the “Company”), and William Bierhaus (“Executive”) is effective as of [April 14], 2014, (the “Effective Date”). The Company and Executive agree as follows:

1            TERM AND POSITION: The Company agrees to employ Executive, and Executive agrees to be employed by the Company, in the Positions and for the Term stated on Exhibit A. During the Term of this Agreement, Executive shall devote his full time and undivided attention during business hours to the business and affairs of the Company (including its subsidiaries), and to the extent requested by the Company, any parent company of the Company (a “Parent Company”), except for vacations, illness or incapacity; however, nothing in this Agreement shall preclude Executive from: (i) engaging in charitable and community activities, or (ii) managing his personal investments, provided that such activities in subparts (i) and (ii) do not materially interfere with the performance of his duties and responsibilities under this Agreement. The Board of Directors of the Company (the “Board”) shall give Executive written notice of any such activities that it reasonably believes materially interfere with the performance of his duties hereunder and provide Executive with a reasonable period of time to correct such interference.

2            COMPENSATION: While Executive serves in the Positions set forth on Exhibit A, Executive’s annual base salary, as set forth on Exhibit A, shall be paid in accordance with the Company’s standard payroll practices for its executive officers. Executive’s compensation as an employee of the Company shall also include annual bonus opportunities and periodic long-term incentive awards, in cash and/or stock of the Company’s ultimate Parent Company, as determined appropriate from time to time by the Compensation Committee of the Board or the Board itself, and pursuant to the terms and conditions set forth in applicable plan documents.

3            BENEFITS: Executive shall be allowed to participate in all compensation and benefit plans and receive all perquisites that the Company makes available to its other similarly situated senior executives and also to participate in those employee benefit plans and programs that the Company makes available to the Company’s employees in general, subject to the terms and conditions of applicable plan documents. Nothing in this Agreement is to be construed to obligate the Company to institute, maintain, or refrain from changing, amending, or discontinuing any benefit program or plan, so long as such actions are similarly applicable to the covered executives or employees, as applicable.

4            INDEMNIFICATION: In any situation where under applicable law the Company has the power to indemnify, advance expenses to, and defend Executive in respect of, any claims, judgments, fines, settlements, loss, cost or expense (including attorneys’ fees) of any nature related to or arising out of Executive’s activities as an agent, employee, officer or director of the Company or in any other capacity in which he is acting or serving on behalf of or at the request of the Company (each a “Claim”), the Company shall fully indemnify Executive to the maximum extent permitted by law and promptly on written request from Executive advance expenses (including attorneys’ fees) to Executive and defend Executive to the fullest extent permitted by law, unless such Claim arises because Executive has been grossly negligent or willfully engaged in misconduct in the performance or nonperformance of his duties, which nonperformance shall include a failure of Executive to inform the Board of matters that could reasonably be expected, at such time, to be materially injurious financially to the Company. Further, Executive shall not be entitled to any indemnity or defense from the Company for any claims brought by Executive against the Company or for claims brought by the Company against Executive. This contractual indemnification of Executive by the Company hereunder shall not be deemed or construed as operating to impair any other obligation of the Company respecting Executive’s indemnification or defense otherwise arising out of this or any other agreement or promise or obligation of the Company under any statute, articles of incorporation, by-laws or otherwise.

5            D&O INSURANCE: The Company (or a Parent Company on behalf of the Company) will obtain and maintain director and officer liability insurance covering Executive in an amount determined by the Board to be reasonable for the Company, given its size and activities, but in no event shall the coverage for Executive be less (in amount or scope) than the coverage provided for any other officer or director of the Company. Such insurance coverage shall continue as to Executive for at least six years after he has ceased to be a director, officer or executive of the Company with respect to acts or omissions that occurred prior to such cessation. Insurance contemplated by this Section 5 shall inure to the benefit of Executive, his heirs and the executors and administrators of his estate.

6            BUSINESS EXPENSES: The Company shall promptly pay all reasonable and properly documented business related expenses reasonably incurred by Executive in the performance of his duties under this Agreement.

7            TERMINATION OF EMPLOYMENT: The Company and Executive agree that either party may, upon at least 30 days written notice to the other, terminate Executive’s employment. Subject to Section 27, if applicable, as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive (or Executive’s estate, if applicable) (i) any earned but unpaid base salary, (ii) any accrued and vested but unpaid bonus and incentive compensation amounts, (iii) any accrued but unused vacation up to a maximum of four weeks, plus up to the maximum unused carry-over of vacation provided in the Company’s written vacation policy then in effect, and (iv) all reasonable, properly documented, and unreimbursed business expenses incurred by Executive prior to his termination (collectively, the “Termination Obligations”).

8            SEVERANCE PAY AND BENEFITS: In addition to payment of the Termination Obligations in accordance with Section 7, the Company shall provide severance payments and benefits to Executive as provided in this Section 8.

(a)            Termination without Cause or Resignation for Good Reason. If the Company terminates Executive’s employment without Cause and other than for death or Disability, or Executive terminates his employment for Good Reason, the Company shall pay Executive a Cash Severance Amount and provide Executive with the severance benefits set forth in subparagraphs (i) and (ii) of this Section 8(a) (collectively, the “Severance Pay”). The Severance Pay shall be subject to Section 21 and, to the extent applicable, Section 27.

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(i)            The Cash Severance Amount shall be the amount as provided in Exhibit A. The Company shall pay the Cash Severance Amount to Executive ratably on the regular payroll dates during the six months immediately following the termination date in accordance with the Company’s regular payroll policies; provided, that, without limiting any other rights of the Company, the Company shall not be required to make any such payments of the Cash Severance Amount during any time while Executive is in breach of any of the provisions of Section 11, 12, 13 or 16 (and such amounts that are not paid will be forfeited by Executive).

(ii)            Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company shall reimburse Executive the full premium required for such continued coverage elected for Executive and his eligible dependents for the applicable COBRA period but not to exceed 12 months; provided, however, such COBRA premium shall be paid to Executive on a fully grossed-up after-tax basis, if and to the extent necessary to make Executive whole for any tax attributable to such benefits under this Section 8(a)(ii).

(b)            Termination Due to Death, Disability, Voluntary Resignation or by the Company for Cause. If Executive’s employment is terminated by the Company or Executive due to his Disability or by the Company for Cause, or Executive dies or voluntarily resigns his employment with the Company without Good Reason, then as soon as practicable, and not later than 30 days, following his termination date, the Company shall pay Executive or his estate, if applicable, the Termination Obligations. If Executive’s employment is terminated by the Company for Cause or Executive voluntarily resigns from the Company without Good Reason, Executive shall not be entitled to Severance Pay.

(c)            No Duplication of Benefits. Executive shall be entitled to one, and only one, of the payments and benefits described in Section 8(a) or Section 8(b), as applicable to the circumstances of Executive’s termination of employment with the Company.

(d)            Definitions. The following are definitions of terms used in this and other sections of this Agreement.

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(i)            Cause. “Cause” means (A) Executive’s plea of guilty or nolo contendre, or conviction of a felony or a misdemeanor involving moral turpitude; (B) any act by Executive of fraud or dishonesty with respect to any aspect of the business of the Company, its subsidiaries or a Parent Company (collectively, the “Company Group”), including, but not limited to, falsification of any Company Group records; (C) Executive’s intentional and continued failure to perform his duties that is materially injurious to the Company Group, unless due to illness or disability or Executive’s good faith efforts to comply with applicable law; (D) intentional engagement in misconduct by Executive that is materially injurious to the Company Group (monetarily or otherwise); (E) Executive’s breach of Sections 11 or 12 of this Agreement; (F) commencement by Executive of employment with an unrelated employer without the Company’s consent; (G) material violation by Executive of any applicable written harassment and/or non-discrimination policies; (H) material violation by Executive of any applicable written Company Group policies of which Executive has been apprised that is materially injurious to the Company Group (monetarily or otherwise); (I) Executive’s gross negligence in the performance of Executive’s duties that is materially injurious to the Company Group (monetarily or otherwise); provided, however, Executive shall not be deemed to have been terminated for Cause under clauses (B) through (I) above unless the determination of whether Cause exists is made by a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (excluding Executive, if a member) at a meeting of the Board that was called for the purpose of considering such termination (after reasonable notice to Executive and an opportunity for Executive, together with Executive’s counsel, to be heard before the Board and, if reasonably possible, to cure the breach that is the alleged basis for Cause) finding that, in the good faith opinion of the Board, Executive was guilty of conduct constituting Cause and specifying the particulars thereof in detail.

(ii)            Good Reason. “Good Reason” means (A) a material adverse reduction or diminution in Executive’s position, authority, duties or responsibilities, but not a change in reporting relationships, (B) a material reduction in Executive’s base salary, (C) any intentional material diminution of Executive’s annual bonus opportunities, periodic long-term incentive awards or benefits that the Executive is eligible to earn (regardless of amounts actually earned or paid), (D) the relocation of the Company’s principal executive offices by more than 50 miles from where such offices are located on the Effective Date or Executive being based at any office other than the principal executive offices of the Company, except for travel reasonably required in the performance of Executive’s duties and reasonably consistent with Executive’s travel prior to the Effective Date, (E) a material breach of this Agreement by the Company, or (F) the failure of a successor to the Company to assume this Agreement. Executive shall provide written notice of any such reduction, failure, change or breach upon which Executive intends to rely as the basis for a Good Reason resignation within 45 days of the occurrence of such reduction, failure, change or breach. The Company shall have 45 days following the receipt of such notice to remedy the condition constituting such reduction, change or breach and, if so remedied, any termination of Executive’s employment hereunder on the basis of the circumstances described in such notice shall not be considered a Good Reason resignation.

(iii)            Disability. “Disability” means Executive (A) is unable to perform substantially Executive’s duties with the Company with or without reasonable accommodation as a result of any physical or mental impairment that is reasonably expected to last for a continuous period of not less than six months, as supported by a written opinion by a physician selected by Executive and reasonably acceptable to the Board, and (B) is eligible to receive long-term disability benefits under the Company’s insured long-term disability plan.

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9            CHANGE IN CONTROL: Subject to any restrictions in that certain Merger and Share Exchange Agreement dated as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition Corporation, Glori Merger Subsidiary, Inc., Glori Energy Inc. (now known as Glori Energy Technology Inc.) and Infinity-C.S.V.C. Management Ltd. and that certain Termination and Release Agreement dated as of even date herewith by and between Executive and Glori Energy Technology Inc., in the event of a Change in Control, 50 percent of Executive’s then-unvested restricted shares of stock of the Company will accelerate and vest in full and 50 percent of the Executive’s then-unvested options for purchase of shares of stock of the Company will accelerate, vest in full and become fully exercisable and if this Agreement is not assumed, and Executive’s employment is not continued, by the resulting, surviving or successor entity from such Change in Control (“Successor”), and the then-remaining unvested shares of restricted stock and unvested and options for purchase of shares of stock of the Company are not replaced with incentive grants with similar value and terms in the Successor (“Replacement Grants”), or if Executive is terminated without Cause or resigns for Good Reason within 12 months of such Change in Control, then the remainder of the Executive’s restricted shares of stock of the Company and options for purchase of shares of stock of the Company and all Replacement Grants, if applicable, will accelerate and immediately vest in full. The term “Change in Control” shall mean (i) the sale of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation in which the Company’s outstanding equity interests are converted into or exchanged for securities of the successor entity and the holders of the Company’s outstanding voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the successor entity immediately upon completion of such transaction, or (iii) prior to the effective date of registration of the sale of any of its securities pursuant to the Securities Act of 1933, as amended, the Company (in one or a series of transactions) effecting the issuance of voting securities to one or more persons or entities not then an affiliate of Company, resulting in shareholders of Company prior to any such transaction(s) not retaining at least 51 percent of the issued and outstanding voting securities of the Company following the transaction(s).

10           NO OFFSET OR MITIGATION: Executive shall not be required to mitigate the amount of any payment or benefit provided for under this Agreement by seeking other employment or otherwise nor shall the amount of any payment or benefit provided for in this Agreement be reduced as the result of his employment by another employer or his self-employment, except that any welfare severance payments or welfare benefits that Executive is entitled to receive pursuant to a Company severance welfare benefit plan for employees in general shall reduce the amount of welfare severance payments and welfare benefits otherwise payable or to be provided to Executive under this Agreement, but only to the extent they are duplicative and such reduction complies with the requirements of Section 409A of the Code.

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11           CONFIDENTIALITY:

(a)            Non-Disclosure. Executive recognizes and agrees that he will have access to confidential information of a special or unique value concerning the Company Group (“Confidential Information”). Confidential Information refers to any and all confidential or proprietary information, which was obtained from the Company Group, or which was learned, discovered, developed, conceived, originated or prepared by Executive in the scope of his employment. Executive also recognizes that a portion of the business of the Company Group is dependent on trade secrets (“Trade Secrets”). Confidential Information and Trade Secrets include, but are not limited to, any information, whether tangible or intangible and in whatever medium, relating directly or indirectly to any proposed or existing business systems, strategies and models, proposed acquisitions, joint ventures or other strategic transactions, pricing strategies, technical data or know-how, finances, research, development, clients, customers, prospective clients and customers, contractual relationships, markets, marketing or business plans, manufacturing, personnel, products, services, formulas, inventions, processes, formulations, extracts, techniques, equipment, methods, designs, and drawings or engineering concepts of the Company and its affiliates, whether created, produced, manufactured, discovered, licensed, utilized, under development or otherwise obtained by the Company and its affiliates through contractual or other relationships, as well as all information generated by the Company and its affiliates that contains, reflects, or is derived from such information, which contains or otherwise reflects or is generated from such information and any other information which is identified as confidential by the Company or its affiliates. Executive acknowledges and agrees that the Confidential Information and Trade Secrets the Company is providing Executive under this Agreement is new Confidential Information and Trade Secrets to which Executive did not have access or knowledge of prior to signing this Agreement. The protection of this new Confidential Information and Trade Secrets, as well as past Confidential Information and Trade Secrets that became known to Executive during employment with the Company up to the Effective Date, against unauthorized disclosure or use is of critical importance to the Company Group. Accordingly, Executive agrees that he will maintain in confidence and shall not disclose or use, either during or after the Term of this Agreement, any past or new Confidential Information or Trade Secrets belonging to the Company Group, whether or not in written form, except to the extent required to perform his duties on behalf of the Company.

(b)            Return of Information. All data, records and other written material prepared or compiled by Executive, furnished directly or indirectly to Executive by the Company or its affiliates, or to which Executive may have access while in the employ of the Company, shall be the sole and exclusive property of the Company and/or its affiliates, and none of such data, documents or other information, or copies thereof, shall be retained by Executive upon termination of Executive’s employment. Executive shall deliver promptly to the Company at termination, or at any other time the Company may request, without retaining any copies, notes, or excerpts thereof, all memoranda, diaries, notes, records, plans, or other documents relating, directly or indirectly to, any Confidential Information and Trade Secrets made or compiled by, or delivered or made available to, or otherwise obtained by Executive.

(c)            Legal Obligation. In the event Executive is required by any court or legislative or administrative body (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) to disclose any Confidential Information or Trade Secrets, Executive shall provide the Company with prompt notice of such requirement in order to afford the Company an opportunity to seek, at the Company’s sole expense, an appropriate protective order, and Executive shall provide all commercially reasonable assistance to the Company in its efforts to obtain any such protective order. If the Company is unable to obtain or does not seek such protective order and Executive is, in the opinion of counsel, compelled to disclose such Confidential Information and Trade Secrets, disclosure of such information shall not be deemed to be a violation of this Agreement; provided that Executive shall limit any such disclosure to only that information which is legally required to be disclosed.

12           RESTRICTIVE COVENANTS: As consideration for the provision of, and as an agreement ancillary to receipt of, new Confidential Information and Trade Secrets to Executive and the other undertakings in this Agreement, and for the specific purpose of enforcing the provisions of Section 11 hereof, and as a means to protect the Company Group’s goodwill, Executive hereby agrees to the following:

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(a)            Non-Competition. To the maximum extent permitted by law, during the Term of this Agreement and for a period of one year after the termination of Executive’s employment for any reason, Executive agrees that, without the prior written consent of the Company, Executive shall not directly or indirectly, within the Geographic Area, whether as an owner, employee, officer, director, investor, independent contractor, consultant, or otherwise, in any job function or capacity, participate or engage in the business of oilfield services focusing on biological or microbial enhanced secondary recovery of hydrocarbons (the “Business”), or work for or provide services to any person, partnership, entity, business, association, or corporation engaged or involved in the Business within the Geographic Area. The Geographic Area means the states of Texas and California, the Province of Alberta, Canada, and any other state in the United States or any other country worldwide in which the Company or its subsidiaries or, to the extent Executive provides services to or otherwise has access to the Confidential Information or Trade Secrets of a Parent Company, such Parent Company engages in Business on, or has engaged in Business within two years before, the date of Executive’s termination from the Company. Nothing in this Agreement prohibits Executive from owning a passive investment interest of less than two percent in a publicly traded company. Executive acknowledges that the foregoing non-competition covenant may restrict his ability to work for certain companies, but that he will receive sufficient monetary and other consideration from the Company hereunder to justify such restriction and that the restriction is reasonable. Executive acknowledges that he considers the restrictions contained in this Section 12 to be reasonable and necessary for providing consideration for his employment and for the purpose of preserving and protecting the valuable Confidential Information and Trade Secrets of the Company Group and its clients and customers, and the Company Group’s goodwill, reputation, and relationships with its clients and customers.

(b)            Non-Solicitation of Employees. During the Term of this Agreement and for a period of two years after the termination of Executive’s employment for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, (i) hire or seek to hire any employee of the Company Group, (ii) in any other manner attempt directly or indirectly to influence, induce, or encourage any such employee of the Company Group to leave such employment, or (iii) use or disclose to any person, partnership, entity, association, or corporation any information concerning the names, addresses, telephone numbers, e-mail addresses, or other personnel-related information regarding any such employees; provided, however, the foregoing shall not prohibit any general advertising.

(c)            Non-Solicitation of Customers. During the Term of this Agreement and for a period of one year after the termination of Executive’s employment with the Company for any reason, Executive shall not, for his own behalf or on behalf of any other person, partnership, entity, association, or corporation, solicit, transact, or attempt to transact business with any person, firm or other entity who is or was a customer of the Company Group and with whom Executive (i) directly or indirectly managed, or had knowledge of, business by the Company Group, (ii) had contact or transacted business on behalf of the Company Group, or (iii) was involved in, or had knowledge of, the Company Group actively investigating with a view to conducting business or actively pursuing a plan to conduct business, since the Effective Date of this Agreement or two years prior to the termination of his employment with the Company, whichever is shorter. Executive acknowledges that this restriction is necessary in order for the Company Group to preserve and protect its legitimate proprietary interest in its goodwill, client and customer lists, and other Confidential Information and Trade Secrets; provided, however, the foregoing shall not prohibit any general advertising that is not directed at customers of the Company Group.

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(d)           Survival of Obligations. The expiration of the applicable restricted period in this Section 12 will not relieve Executive of any obligation or liability arising from any breach by Executive of this Section 12 during such restricted period. Executive further agrees that the time period during which the covenants contained in this Section 12 will be effective will be computed by excluding from such computation any time during which Executive is in violation of any provision of this Section 12.

(e)           Change in Control. If Executive is terminated after a Change in Control with the right to payments and benefits under Section 9, there will be no withholding of benefits or payments due to a violation of the restrictive covenants contained in this Section 12 and Executive will not be bound by the non-competition provisions of Section .

13           WORK PRODUCT: Executive shall promptly and fully disclose to the Company all Work Product which Executive conceives, creates or develops during his employment with the Company, whether conceived or developed during regular working hours or otherwise and whether on Company Group premises or otherwise. All such Work Product shall be the exclusive property of the Company. Executive shall: (i) assist the Company in obtaining appropriate legal protection (including patent, trademark, and copyright protection) for the rights of the Company with respect to such Work Product, and (ii) execute all documents and do all things necessary to (A) obtain such legal protection, and (B) vest the Company with full and exclusive title thereof. All Work Product shall be considered, to the maximum extent possible, work made for hire by the Company within the meaning of Title 17 of the United States Code. To the extent the Company does not own such Work Product as a work made for hire, Executive hereby assigns to the Company all rights to such Work Product. “Work Product” means designs, writings, programs, software, technical data, specifications, know-how, processes, methods, business confidential information, inventions, discoveries, and works as well as the patents, copyrights, and other intellectual property and proprietary rights therein, conceived, created or developed by Executive on behalf of the Company Group reasonably related to the Company Group’s existing business, contemplated business, and reasonable expansions of such business. The term “works” means computer programs, software, writings, drawings, artwork and all works of authorship under the copyright laws of the United States.

14           SEVERABILITY AND REFORMATION: If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of Executive or the Company under this Agreement would not be materially and adversely affected thereby, such provision shall be fully severable, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible, and the Company and Executive hereby request the court to whom disputes relating to this Agreement are submitted to reform the otherwise unenforceable provision in accordance with this Section 14. Without limiting the foregoing, if any court of competent jurisdiction (or an arbitrator in accordance with Section 20 hereof) determines that any part of Sections 11 or 12 hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court or arbitrator will have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form, such provision will then be enforceable. Executive will, at the Company’s request, join the Company in requesting that such court or arbitrator take such action

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15           WARRANTY AND INDEMNIFICATION: Executive warrants that he is not a party to any other restrictive agreement limiting his activities in his employment by the Company. Executive further warrants that at the time of the signing of this Agreement, Executive knows of no written or oral contract or of any other impediment that would inhibit or prohibit continued employment with the Company. Executive shall hold the Company Group harmless from any and all suits and claims arising out of any breach of such restrictive agreement or contracts.

16           NON-DISPARAGEMENT: The parties shall refrain, both during and after the Term, from publishing any oral or written statements about each other (including with respect to the Company, its affiliates, or any of their respective officers, employees, agents, or representatives) that are disparaging, slanderous, libelous, or defamatory.

17           NOTICES: Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to 4315 South Drive, Houston, Texas 77053 attention: Human Resources. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

18           NO WAIVER: No failure by either party at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

19           INJUNCTIVE RELIEF: Executive acknowledges that the breach of any of the covenants contained in Sections 11, 12 , 13 or 16 could give rise to irreparable injury to the Company Group, the amount of which could be difficult or impossible to estimate. Accordingly, Executive agrees that the Company shall be entitled to injunctive relief to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to enforce specific performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other legal or equitable remedies, which may be available. Executive further acknowledges and agrees that the enforcement of a remedy hereunder by way of injunction shall not prevent Executive from earning a reasonable livelihood. Executive further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company Group’s legitimate business interests and are reasonable in scope and content. Nothing herein shall prevent either party from pursuing a legal and/or equitable action against the other party for any damages caused by such party’s breach of this Agreement.

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20           ARBITRATION: Any dispute arising under or related to this Agreement or about the validity, interpretation, effect or alleged violation of this Agreement (an “arbitrable dispute”) must be submitted to confidential arbitration in Houston, Texas. Arbitration shall take place before an experienced employment arbitrator licensed to practice law in such state and selected in accordance with the Model Employment Arbitration Procedures of the American Arbitration Association. Arbitration shall be the exclusive remedy of any arbitrable dispute. The Company shall bear all reasonable documented out-of-pocket fees, costs and expenses of arbitration, including those of Executive unless the arbitrator finds that Executive has acted in bad faith and provides otherwise with respect to the fees, costs and expenses of Executive; provided, however, in no event shall Executive be chargeable with the fees, costs and expenses of the Company or the arbitrator. Should any party to this Agreement pursue any arbitrable dispute by any method other than arbitration, the other party shall be entitled to recover from the party initiating the use of such method all damages, costs, expenses and reasonable attorneys’ fees incurred as a result of the use of such method. Notwithstanding anything herein to the contrary, nothing in this Agreement shall purport to waive or in any way limit the right of any party to seek to enforce any judgment or decision on an arbitrable dispute in a court of competent jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts in Houston, Texas, for the purposes of any proceeding arising out of this Agreement. However, this arbitration agreement shall not apply to any claim: (i) for workers’ compensation or unemployment benefits; or (ii) by Company for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of Trade Secrets or Confidential Information, including but not limited to, matters described in Sections 11 and 12, or with respect to the matters described in Sections 13 and 16. With respect to matters referred to in the foregoing sub-paragraph (ii), the Company may seek and obtain injunctive relief in court, and then proceed with arbitration under this Agreement.

21           RELEASE AGREEMENT: Executive agrees that, as a condition to receiving the Severance Pay, Executive shall execute a general release agreement in a form provided by the Company (the “Release”), which shall include, without limitation, a waiver and release of all claims arising out of Executive’s service as an employee of the Company, its subsidiaries or any of their affiliates and the termination of such relationship. Such claims include all claims based on any federal, state or local statute, including without limitation the Age Discrimination in Employment Act of 1967, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, as amended, but excluding all vested benefits and rights Executive has under any employee benefit plans, and the Texas Commission on Human Rights Act. In order for Executive to receive the Severance Pay, the Executive must deliver a properly executed copy of the Release within the particular time period specified therein, which shall be no later than the Release Deadline and not revoke such executed and delivered Release, and any applicable revocation period set forth in the Release must have expired (such requirements collectively, the “Release Requirement”). The “Release Deadline” shall be the particular time period specified in the Release for the delivery of the executed release, which shall be no later than 45 days following the delivery of the Release to Executive. Notwithstanding the foregoing, if Executive’s termination is due to death, or Executive dies after his termination date and before the expiration of the Release Deadline without having executed the Release, the Release Deadline shall be extended to the 90th day after the date of Executive’s death. The properly executed Release must actually be received by the Company, or its duly authorized representative, at the address specified by the Company by the Release Deadline to be considered timely. If Executive (or Executive’s estate, as the case may be) does not properly execute the Release by the Release Deadline, or effectively revokes the executed Release within the applicable revocation period set forth in the Release, Executive (or Executive’s estate) will receive only the Termination Obligations and such other compensation and benefits as are required by applicable law and will not be entitled to any Severance Pay. The Company will deliver the form of Release to Executive within seven days following Executive’s termination. If the Company fails to do so, then, notwithstanding any provision of this Agreement to the contrary, the Executive shall be deemed to have satisfied the Release Requirement.

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22           GOVERNING LAW: This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of law principles.

23           SUCCESSORS:

(a)            This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(b)            This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(c)            The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and its subsidiaries, taken as a whole, to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined in this Agreement and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law or otherwise.

24           ENTIRE AGREEMENT: This instrument contains the entire agreement of Executive and the Company with respect to the subject matter hereof and all promises, representations, understandings, arrangements, and prior and contemporaneous agreements (written or oral) between the parties with respect to the subject matter hereof, are terminated hereby.

25           SURVIVAL/SEVERABILITY/HEADINGS: It is the express intention and agreement of the parties that Sections 8 through 27 of this Agreement shall survive the termination of the Term. In addition, all obligations of the Company to make payments under this Agreement shall survive any termination of this Agreement on the terms and conditions set forth in this Agreement. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect. Article and section headings contained in this Agreement are provided for convenience and reference only, and do not define or affect the meaning, construction, or scope of any of the provisions of this Agreement.

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26           TAX WITHHOLDING: The Company shall be entitled to withhold from any compensatory payments that it makes to Executive under this Agreement or otherwise all taxes required by applicable law to be withheld therefrom by the Company.

27           SECTION 409A COMPLIANCE:

(a)            General Suspension of Payments. If Executive is a “specified employee,” as such term is defined within the meaning of Section 409A of the Code, any payments or benefits that are treated as nonqualified deferred compensation for purposes of Section 409A of the Code and that are payable or provided as a result of Executive’s termination of employment that would otherwise be paid or provided prior to the earliest of the dates set forth in the following provisions of this Section 27(a) shall instead be deferred, accumulated and paid in a lump sum or provided on the earliest of (i) the first day of the seventh month following Executive’s termination, (ii) the date of Executive’s death, or (iii) any date that otherwise complies with Section 409A of the Code.

(b)            Release Payments. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment constitute nonqualified deferred compensation under Section 409A of the Code and are subject to Executive’s satisfaction of the Release Requirement would otherwise be payable at a time prior to the sixtieth (60th) day following Executive’s termination date, then subject to the Release Requirement having been satisfied, the payment of all such amounts shall be delayed and such amounts shall accumulated and paid in a lump sum on the sixtieth (60th) day following Executive’s termination date, unless and to the extent the delay provided by Section 27(a) shall apply. In the event that any payments from the Company to Executive to be made under this Agreement by reason of Executive’s termination of employment do not constitute nonqualified deferred compensation under Section 409A of the Code, but are subject to Executive’s satisfaction of the Release Requirement and would otherwise be payable at a time prior to the satisfaction of the Release Requirement, then the payment of all such amounts shall be delayed and such amount shall be accumulated and paid in a lump sum on the third (3rd) day following Executive’s satisfaction of the Release Requirement.

(c)            Any payments which are delayed pursuant to Section 27(a) or Section 27(b) shall bear interest at the LIBOR rate in effect of Executive’s termination date until paid, and such interest shall be included and paid with each such delayed payment.

(d)            Reimbursement Payments. The following rules shall apply to payments of any amounts under this Agreement that are treated as “reimbursement payments” under Section 409A of the Code: (i) the amount of expenses eligible for reimbursement in one calendar year shall not limit the available reimbursements for any other calendar year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code); (ii) Executive shall file a claim for all reimbursement payments not later than 30 days following the end of the calendar year during which the expenses were incurred; (iii) Company shall make such reimbursement payments within 30 days following the date Executive delivers written notice of the expenses to Company; and (iv) the Executive’s right to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit.

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(e)            Separation from Service. For purposes of this Agreement, any reference to “termination” of Executive’s employment shall be interpreted consistent with the meaning of the term “separation from service” in Section 409A(a)(2)(A)(i) of the Code and no portion of the Severance Payments shall be paid to Executive prior to the date Executive incurs a separation from service under Section 409A(a)(2)(A)(i).

(f)            General. This Agreement and the payments and benefits provided hereunder are intended to comply with or otherwise be exempt from the requirements of Section 409A of the Code and shall be construed, interpreted and administered in a manner consistent with such intent. Notwithstanding any provisions of this Agreement relating to the timing of any benefits or payments, to the extent required to comply with applicable law, including Section 409A of the Code, or to prevent the imposition of any excise taxes or penalties on Company or Executive, the commencement of payment or provision of any payment or benefit shall be deferred to the minimum extent necessary so as to comply with any such law or to avoid the imposition of any such excise tax or penalty. For purposes of Section 409A of the Code and this Agreement, the right to any series of installment payments under this Agreement shall be treated as a right to a series of separate payments

(g)            Death. If Executive dies after his termination of employment but before all payments due under this Agreement have been made, such payments shall be made to Executive’s estate.

28           LEGAL FEES: The Company shall reimburse Executive for his reasonable documented out-of-pocket legal fees incurred in advising him with respect to review of this Agreement before signing.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective for all purposes as of the Effective Date.

Glori Energy Inc.	Executive
By:
Name: Stuart Page	William Bierhaus
Title: President and Chief Executive Officer

Signature page to Employment Agreement

Exhibit A
to Employment Agreement
between Glori Energy Inc.
and the Executive Named Below

Name:	William Bierhaus
Position:	Senior Vice President – Business Development
Reporting:	Executive shall report to the President and Chief Executive Officer.
Term:	The Term of this Agreement shall continue until the termination of Executive’s employment for any reason.
Annual Base Salary:	$250,000.00.  Executive’s base salary may be increased from time to time, but once increased may not be thereafter decreased.
Annual Bonus:	Commencing on the first day of each calendar year of the Company (each calendar year being a “Bonus Period”), Executive shall participate in the Company’s annual bonus program (“Bonus Program”) for such Bonus Period, subject to the terms of the Bonus Program. Executive’s target bonus potential for a Bonus Period shall not be less than 40% of Executive's Annual Base Salary. The Company shall pay Executive his bonus amount, if any, in accordance with the terms of the Bonus Program.
Equity Grants:	Executive shall be eligible to receive periodic equity grants under the terms of the Company’s long-term incentive plan with a value, to be determined in the sole discretion of the Company’s Board of Directors or its Compensation Committee, as applicable, ranging from 0% to 100% of Executive’s then Annual Base Salary.
Cash Severance Amount:	an amount equal to (i) 50% of Executive’s then Annual Base Salary and (ii) an amount equal to the sum of Executive’s bonuses and other incentive compensation for periods ended prior to the date of termination, but for which payment has not been made and is otherwise conditioned on continued employment until the time of payment (in each case, without any duplication of the amounts described in Section 7 of the Agreement).
Parachute Tax Gross-Up:	In the event it shall be determined that any payment to Executive, whether under this Agreement or otherwise, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such tax (such tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Company shall pay Executive a “Gross-Up Payment” in an amount such that after payment by Executive of all taxes imposed upon the Gross-Up Payment, including, without limitation, any additional Excise Tax on the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the initial Excise Tax. Such Gross-Up Payment shall be paid no later than the time Executive is required to pay the Excise Tax and in all events by the end of Executive’s taxable year in which Executive remits the applicable taxes.

Exhibit A to Employment Agreement

Vacation: Executive shall be eligible to receive paid vacation time of a minimum of twenty days per calendar year, subject to increase (but not decrease) in the discretion of the Board, with any unused vacation days carrying over to the following calendar year in accordance with the Company’s vacation policy. Executive shall take vacation in accordance with the terms of the Company’s vacation policy.

Exhibit A to Employment Agreement

EX-10.5

AGENCY REPRESENTATION AGREEMENT

No.: CON-RA-13033

THIS AGREEMENT is made and entered into on and effective on the 31^st Dee, 2013 (the “Effective Date”)

by and between

GLORI ENERGY, a company duly organized and validly existing under the laws of the State of Texas, United States, with offices at 4315 South Drive, Houston, TX 77053 (hereinafter referred to as “COMPANY”)

And

PETRO-KING OILFIELD TECHNOLOGY LTD, a company incorporated and existing under the laws of the People’s Republic of China, and having its registered office at7/F, Tiley Central Plaza A,No.3 Haide Road, Nanshan District, Shenzhen, Guangdong, PRC (hereinafter referred to as “AGENT”)

COMPANY and AGENT will collectively be referred to as the “Parties” or singularly referred to as a “Party”.

WHEREAS, COMPANY is in the business of applying its proprietary AERO™ System to existing oil wells in order to increase oil production, and Agent has marketing experience and financial strength in selling and providing services with respect to equipment for use in oil and gas operations in the Territory as defined below.

AND WHEREAS, the Parties intend to enter into an agency agreement for the marketing and business development of AERO™ Technology to certain potential customers in the Oil & Gas industry in People’s Republic of China (hereinafter referred to as the “PRC”) and as defined under Territory.

NOW THEREFORE, in consideration of the mutual promises, conditions, terms and conditions contained in this Agreement, and other good and valuable consideration, the sufficiency of which each Party hereby acknowledges, the Parties mutually agree as follows:

1. Definitions:

As used herein, the following terms will have the meaning assigned to them as follows:

(a) “Services” will mean the COMPANY services set forth in Exhibit “A” attached hereto.

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(b) “Territory” will mean the specific clients in the geographical areas of cooperation as set forth in Exhibit “B” and as modified from time to time by mutual agreement in writing.

2. Appointment of Agent:

(a) COMPANY hereby appoints AGENT or any of its related entities, including but not limited to Agent itself, its affiliates, subsidiaries, and associated companies as a non-exclusive Agent for COMPANY Services within the Territory, and AGENT hereby accepts the appointment.

(b) COMPANY shall not do the following matters within the term of this Agreement:

i. appoint any parties other than AGENT as the Agent for Company Services within the Territory.

ii. intentionally sell the Services to any parties other than AGENT or a party designated by AGENT for use or resale within the Territory, or cause Company’s affiliate to do so.

(c) If COMPANY or any of its affiliate is inquired about the Services by any party other than AGENT or any party designated by AGENT, COMPANY shall, or shall cause its affiliate to, refer such party to AGENT for handling.

3. Term of Agreement:

(a) The initial term (the “Initial Term”) of this Agreement shall commence on the Effective Date and expire on 30^th Dec, 2016, for a period of three (3) years, unless earlier terminated according to this Agreement.

(b) After the Initial Term, each party agrees that it will endeavor, in good faith, to conclude any negotiations relating to such renewals no less than two (2) months before the expiration of this Agreement.

(c) Upon expiration of the Initial Term, this Agreement will be automatically renewed for an additional one (1) year term (the “Renewal Term”) unless terminated by either Party upon 30 calendar days written notice to the other Party prior to the expiration of the Initial Term or any Renewal Term.

4. Price and Payment

(a) The price of the Services shall be negotiated and confirmed by both parties. Payments to Company shall be made in U.S. Dollars.

(b) The payment shall be made in accordance with the payment terms specified in the official Contract/Purchase Order between both parties.

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5. Responsibilities of COMPANY:

(a) For any proposal, tender or quotation to AGENT regarding COMPANY Services, COMPANY shall respond as promptly as possible upon receipt, and shall endeavor to provide the most competitive pricing to AGENT as well as any information and support that may reasonably be requested by the AGENT to enable it to fulfil its duties under this Agreement properly and efficiently including pamphlets, catalogs and technical data,

(b) After AGENT has received quotation from Company, AGENT shall confirm the order by submitting a Purchase Order duly signed by Agent.

(c) COMPANY shall provide timely, thoughtful service and necessary technical support to ensure the normal operation of the COMPANY Service.

(d) COMPANY shall not sell or lease COMPANY Products directly to customers within the Territory during the Agreement period without the prior written consent of AGENT.

(e) COMPANY shall be solely responsible for all expenses incurred during the execution of its duties stipulated in this Agreement and the Purchase Order confirmed by both parties, unless prior arrangements have been agreed and confirmed with AGENT in writing.

6. Responsibilities of AGENT:

(a) AGENT shall exercise its best efforts to actively promote and sell or lease COMPANY Service sand shall maintain sufficient resources for such purpose within the Territory.

(b) AGENT shall actively obtain, keep, maintain, and furnish COMPANY adequate records and information concerning potential projects, ventures, other opportunities and any information for which any of COMPANY Services might be utilized or by which any of COMPANY Services sale might be affected.

(c) AGENT, at its expense, shall at all times maintain during the term of this Agreement its existence in good standing, and AGENT shall obtain and maintain any licenses, permits, and permissions for the sale of Services as may be necessary to carry out and perform the activities contemplated to be performed by AGENT pursuant to this Agreement.

(d) AGENT shall exercise all commercially reasonable efforts to secure two (2) pilot projects in the Territory for the implementation of the COMPANY’s AERO Technology.

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(e) AGENT shall be responsible for negotiating, entering into and performing all contracts for the sale or lease of COMPANY Services by AGENT to customer within the Territory, andthe expenses, rights and obligation incurred thereof will be assumed by the Agent itself.

(f) AGENT shall promptly advise Company in writing of any change which might affect the performance of this Agreement, including but not limited to the change of the ownership, shareholders, management of it or any adverse change of asset or involvement in lawsuit and penalties.

(g) AGENT shall not act as the Agent of other similar services which Company deem will compete with Services of Company, nor modify, manufacture the Product of Company in any manners or support any party to do so.

7. Taxation:

According to the relevant applicable law which has jurisdiction of this Agreement, each Party in this Agreement shall be responsible for the relevant taxes and other governmental charges levied on each Party respectively incurred pursuant to the performance of this Agreement.

8. Independent Contractor:

This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.

9. Intellectual Property

(a) Any intellectual property such as patent, trademarks or copyright used or contained in Company Products is legally owned or obtained by Company and any Derivatives thereof, remains the property of the Company and no license or other rights to confidential information is granted or implied hereby. For purposes of this agreement, “Derivatives” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret.

(b) Agent can only make use of Company’s trademarks or trade name for the purpose of performing this Agreement.

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(c) Behaviors of infringing the reputation and intellectual property of Company are forbidden and Agent should promptly inform Company of any infringement acts and assist to protect Company’s rights.

10. Termination:

(a) This Agreement may be terminated in writing by either of the Parties with one month’s written notice.

(b) As any of the following matters occur, the affected party is entitled to terminate this Agreement immediately by written notice to the other party:

i. The business or financial condition of the other party has shown materially adverse change, including but not limited to the change of business policy, involvement in bankruptcy or trusteeship.

ii. Any breach of the Agreement of the other party and refuse to modify after the affected party issues notice to it.

(c) After termination or expiration, any amounts due from one Party to the other for transactions occurring prior thereto shall be paid in accordance with the terms of this Agreement. Should early termination of this Agreement occur, COMPANY shall only be responsible for payments related to contracts signed and executed pursuant to the terms and conditions of this Agreement.

(d) After termination or expiration, Agent shall not continue to act as the Agent or use the intellectual property of Company. Agent should return all materials and articles owned by Company and shall not maintain any duplicates.

11. Force Majeure

Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.

The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.

In the event the interruption of the excused Party’s obligations continues for a period in excess of 60 calendar days, either Party shall have the right to terminate this Agreement upon 30 calendar days’ prior written notice to the other Party.

12. Compliance with Laws:

Each Party shall, at its sole expense, comply with all applicable national, provincial, and local laws, regulations, and ordinances governing operation of its business, including but not limited to those relating to safety, health and the environment, and shall defend, indemnify, and hold the other Party free and harmless from any claims, damages, lawsuits, or penalties caused by the Party’s failure to comply therewith.

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13. Waiver of Breach:

The waiver of rights for one default hereunder shall not constitute the waiver of rights for any subsequent default.

14. Governing Laws:

This Agreement and any disputes relating to the subject matter therein shall be governed by the laws of the United Kingdom.

15. Amendments:

This Agreement may be hereafter amended only by a written document duly executed by each Party.

16. Other Agreements:

Any prior oral or written agreements or undertakings between the parties with respect to the subject matter of this Agreement are hereby superseded by this Agreement

17. Severability:

Should any provision of this Agreement be held unenforceable or in conflict with applicable law, the validity of the remaining provisions shall not be affected by such provision and this Agreement shall be construed as if such provision were not contained herein.

18. Confidentiality

Both Parties shall keep confidential the content of this Agreement or any information disclosed or got for the conclusion, performance of this Agreement and shall not disclose to any third party or use it for other commercial purpose without the other Party’s written consent. Agent shall treat as confidential and shall not, without Company' prior written consent, divulge to any third party or make any unauthorized use or disclosure of confidential or proprietary information of Company. Such confidential information shall include Company’s product plans, designs, costs, prices, research, formulas, trade secrets, development or know-how (“Confidential Information”).

The Parties acknowledge that the discloser of Confidential Information may lack an adequate remedy at taw, and may suffer irreparable injury in the event the recipient of Confidential Information breached the confidentiality requirements of this Agreement. Therefore, in the event any breach of this Agreement occurs or is threatened, the discloser may be entitled to an injunction restricting or prohibiting the recipient from acts which would violate this agreement, without thereby waiving other remedies otherwise available at law or in equity.

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Any party breached this article should compensate the losses of the other party as a result of its breach.

The obligations of confidentiality contained in this clause will survive any termination or expiration of this Agreement for a period of three (3) years commencing on the date of termination or expiration of this Agreement.

19. Negotiation and Communication:

Both Parties agree to set up periodic communication and annual meeting or whenever as necessary for the purpose of reinforcing communications, information exchange and settle issues arising from the performance of this Agreement.

20. Settlement of Disputes:

As of the date this Agreement takes effect, both Parties shall carry out the terms and conditions of the Agreement faithfully. Any disputes to this Agreement shall be subject to friendly negotiations upon the principles of equal and mutual benefit, mutual understanding and mutual accommodation.

21. Arbitration:

All disputes in connection with this Agreement or the execution thereof shall be settled friendly through negotiations, n the event that such negotiations fail under thirty (30) days from such direct negotiation, any dispute arising out of, relating to, or in connection with this AGREEMENT, including any question regarding its existence, validity, or termination shall be settled in accordance with the Arbitration Rules of the International Chamber of Commerce (ICC), in the United Kingdom

The number of the arbitrators shall be one (1). The Parties shall select the one arbitrator who shall be a lawyer. In the event that no agreement can be found between the Parties as to such appointment, the ICC shall appoint the arbitrator. The proceedings shall be in the English Language. The resulting arbitral award shall be final and binding without right of appeal, and judgment upon such award may be entered in any court having jurisdiction thereof. Each Party may at any time request from any competent judicial authority any interim or conservatory measure. The Parties undertake to keep strictly confidential the contents of the arbitral proceedings.

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22. Anti-Corruption:

Agent is familiar with, and hereby agrees to comply with the provisions of the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) and any similar applicable U.S. or non-U.S. law. Neither Agent nor any person acting for or on behalf of Agent shall offer, pay or agree to pay, directly or indirectly, any consideration of any nature whatsoever to any official, agent or employee of any government or any department, agency or instrumentality of any government, or to any political party or official thereof, or to any candidate for political office in any country in order to influence the act, decision or omission of any such official, agent, employee, political party, political party official or candidate in his or her official capacity in connection with the performance of the services to be provided by Agent to Company or the directing of business to any person. Agent acknowledges that Company’s corporate policies prohibit payments to any Non-US government official, political party or party official (as defined in the FCPA). In performance of the services for Company, Agent will ensure that no payments will be made by Agent or its personnel in violation of Company’s corporate policies.

23. Exhibits

The Exhibits of this Agreement are integral part of the Agreement, and shall have the same legal binding force with the Agreement.

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IN WITNESS THEREOF, this Agreement is signed by both parties in two original copies; both have the same legal force, each Party holds one original copy.

Glori Energy (“COMPANY”)	Petro-King Oilfield Technology Ltd (“AGENT”)
By: /s/ Stuart Page	By: /s/ Wang Jinlong
Name: Stuart Page	Name: Wang Jinlong
Title: CEO	Title: President
Date: 6 Jan 2014	Date: 06/01/2014

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EXHIBIT “A”

COMPANY Products:

AERO™ System

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EXHIBIT “B”

Territory

Geographical Limitation:

Bohai Bay

Company Limitation:

SINOPEC Group, its subsidiaries and its associated companies and affiliates including the Group.

CNOOC Group, its subsidiaries and its associated companies and affiliates, including the Group.

Other Territory is to be determined and agreed by both parties on case-by-case basis.

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EX-10.6

EXECUTION VERSION

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 11, 2012 and is entered into by and between GLORI ENERGY INC., a Delaware corporation, GLORI CALIFORNIA INC., a Delaware corporation, GLORI HOLDINGS INC., a Delaware corporation and GLORI OIL (ARGENTINA) LIMITED, a Delaware corporation (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).

RECITALS

A.          Borrower has requested Lender to make available to Borrower a loan in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) (the “Term Loan”);

B.           Lender is willing to make the Term Loan on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, Borrower and Lender agree as follows:

SECTION 1.

DEFINITIONS AND RULES OF CONSTRUCTION

1.1          Unless otherwise defined herein, the following capitalized terms shall have the following meanings:

“Account Control Agreement(s)” means any agreement entered into by and among the Lender, any Borrower and a third party Bank or other institution (including a Securities Intermediary) in which such Borrower maintains a Deposit Account or an account holding Investment Property and which perfects Lender’s first priority security interest in the subject account or accounts.

“ACH Authorization” means the ACH Debit Authorization Agreement in substantially the form of Exhibit E.

“Advance” means a Term Loan Advance.

“Advance Date” means the funding date of any Advance.

“Advance Request” means a request for an Advance submitted by Borrower to Lender in substantially the form of Exhibit A.

“Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Loan and Security Agreement, as amended from time to time.

“Assignee” has the meaning given to it in Section 11.13.

“Borrower Services” means all services provided by Borrower and any goods, offerings, technical data or technology currently being designed, manufactured or provided by Borrower in connection with such services or which Borrower intends to sell, license, or distribute in the future including any products or service offerings under development, collectively, together with all service offerings, technical data or technology that have been sold, licensed or distributed by Borrower since its incorporation.

“Business Day” means any day which is not a Saturday, Sunday, or other day on which banking institutions in Houston, Texas or Palo Alto, California are authorized or obligated to close.

“Cash” means all cash and liquid funds.

“Change in Control” means any (i) reorganization, recapitalization, consolidation or merger (or similar transaction or series of related transactions) of any Borrower, sale or exchange of outstanding shares (or similar transaction or series of related transactions) of a Borrower in which the holders of such Borrower’s outstanding shares immediately before consummation of such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than fifty percent (50%) of the voting power of the surviving entity of such transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether such Borrower is the surviving entity, or (ii) sale or issuance by a Borrower of new shares of Preferred Stock of such Borrower to investors, none of whom are current investors in such Borrower, and such new shares of Preferred Stock are senior to all existing Preferred Stock and Common Stock with respect to liquidation preferences, and the aggregate liquidation preference of the new shares of Preferred Stock is more than fifty percent (50%) of the aggregate liquidation preference of all shares of Preferred Stock of such Borrower; provided, however, neither an Initial Public Offering nor a reorganization in which the stock of a Borrower is sold or transferred to another Borrower nor the conversion of any series of preferred stock of a Borrower existing on the date hereof shall constitute a Change in Control.

“Claims” has the meaning given to it in Section 11.10.

“Closing Date” means the date of this Agreement.

“Collateral” has the meaning given to it in Section 3.1.

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“Commitment Fee” means $35,000, which fee is due to Lender on or prior to the Closing Date, and shall be deemed fully earned on such date regardless of the early termination of this Agreement.

“Confidential Information” has the meaning given to it in Section 11.12.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another Person, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by such other Person, or in respect of which such other Person is otherwise directly or indirectly liable; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (iii) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by any Borrower or in which any Borrower now holds or hereafter acquires any interest.

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country.

“Debtor Relief Laws” means Title 11 of the United States Code and all other applicable liquidation, conservatorship, bankruptcy, fraudulent transfer, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar Laws in effect from time to time affecting the rights of creditors generally.

“Deposit Accounts” means any “deposit accounts,” as such term is defined in the UCC.

“Disclosure Letter” means that certain Disclosure Letter dated as of even date herewith from Borrower to Lender.

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“Environmental Laws” means any and all Governmental Requirements pertaining to public health and safety, worker health and safety, the environment or the preservation or reclamation of natural resources, in effect in any and all jurisdictions in which any Borrower is conducting or at any time has conducted business, or where any Property of Borrower is located, including without limitation, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection Governmental Requirements. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) shall have the meanings specified in CERCLA, the terms “solid waste” and “disposal” (or “disposed”) shall have the meanings specified in RCRA and the term “oil and gas waste” shall have the meaning specified in Section 91.1011 of the Texas Natural Resources Code (“Section 91.1011”); provided, however, that (a) in the event either OPA, CERCLA, RCRA or Section 91.1011 is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state or other jurisdiction in which any Oil and Gas Property of Borrower is located establish an applicable meaning for “oil,” “hazardous substance,” “release,” “solid waste,” “disposal” or “oil and gas waste” which is broader than that specified in either OPA, CERCLA, RCRA or Section 91.1011, such broader meaning shall apply.

“ERISA” is the Employee Retirement Income Security Act of 1974, and its regulations.

“Event of Default” has the meaning given to it in Section 9.

“Etzold Property” means Etzold Unit North located in Seward County, Kansas.

“Excluded Taxes” means, with respect to Lender, income or franchise taxes imposed on (or measured by) its net income by the United States of America or such other jurisdiction under the laws of which Lender is organized or in which its principal office is located or in which its applicable lending office is located.

“Facility Charge” means one percent (1.0%) of the Maximum Term Loan Amount.

“Financial Statements” has the meaning given to it in Section 7.1.

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

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions.

“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

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“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature. Unless otherwise indicated herein, each reference to the term “Hydrocarbon Interests” shall mean Hydrocarbon Interests of any Borrower.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom. Unless otherwise indicated herein, each reference to the term “Hydrocarbons” shall mean Hydrocarbons of any Borrower.

“Indebtedness” means (without duplication), with respect to any Borrower, (a) all indebtedness for borrowed money or the deferred purchase price of property or services (excluding trade credit entered into in the ordinary course of business due within sixty (60) days), including reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations, and (d) all Contingent Obligations.

“Initial Advance” has the meaning given to it in Section 2.1.

“Initial Public Offering” means the initial firm commitment underwritten offering of a Borrower’s common stock pursuant to a registration statement under the Securities Act of 1933 filed with and declared effective by the Securities and Exchange Commission.

“Initial Reserve Report” means the report of Collarini Associates dated January 1, 2012, with respect to the Etzold Property.

“Insolvency Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Insolvent” means, with respect to any Borrower, as of any date of determination, (a) the aggregate fair market value of such Borrower’s assets does not exceed such Borrower’s liabilities, or (b) such Borrower does not have sufficient cash flow or cash on hand to enable it to pay its debts as they mature.

“Intellectual Property” means all of each Borrower’s Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask works; each Borrower’s applications therefor and reissues, extensions, or renewals thereof; and each Borrower’s goodwill associated with any of the foregoing, together with each Borrower’s rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person.

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“Joinder Agreements” means for each Subsidiary, a completed and executed Joinder Agreement in substantially the form attached hereto as Exhibit D.

“knowledge”, as it relates to a Borrower, means knowledge of any officer of such Person.

“Lender” has the meaning given to it in the preamble to this Agreement.

“Lender Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, negotiating, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest.

“Loan” means the Advances made under this Agreement.

“Loan Documents” means this Agreement, the Disclosure Letter, the Notes, the ACH Authorization, the Account Control Agreements, the Joinder Agreements, all UCC Financing Statements, the Warrant (provided that Lender or a an Affiliate of Lender holds the Warrant), the Mortgages, the Collateral Information Certificate and any other documents executed in connection with the Secured Obligations or the transactions contemplated hereby, as the same may from time to time be amended, modified, supplemented or restated.

“Material Adverse Effect” means a material adverse effect upon: (i) the business, operations, properties, assets, prospects or condition (financial or otherwise) of Borrower; or (ii) the ability of Borrower to perform the Secured Obligations in accordance with the terms of the Loan Documents, or the ability of Lender to enforce any of its rights or remedies with respect to the Secured Obligations; or (iii) the Collateral or Lender’s Liens on the Collateral or the priority of such Liens.

“Maximum Term Loan Amount” means Eight Million Dollars and No/100 Dollars ($8,000,000).

“Maximum Rate” shall have the meaning assigned to such term in Section 2.2.

“Mortgage” means each mortgage, deed of trust or other document creating and evidencing a Lien on real or immovable Property and other Property to secure the Obligations, which shall be in a form substantially similar to Exhibit F hereto, as the same may be amended, modified, supplemented or restated from time to time in accordance with the Loan Documents.

“Note” means a Term Note.

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“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing. Unless otherwise indicated herein, each reference to the term “Oil and Gas Properties” shall mean Oil and Gas Properties of any Borrower or its Subsidiaries.

“Patent License” means any written agreement granting any right with respect to any invention on which a Patent is in existence or a Patent application is pending, in which agreement Borrower now holds or hereafter acquires any interest.

“Patents” means all letters patent of, or rights corresponding thereto, in the United States or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States or any other country.

“Permitted Indebtedness” means: (i) Indebtedness of Borrower in favor of Lender arising under this Agreement or any other Loan Document; (ii) Indebtedness existing on the Closing Date which is disclosed in Disclosure Letter Section 1A; (iii) Indebtedness of up to an aggregate of $300,000 outstanding at any time secured by liens described in clause (vii) of the defined term “Permitted Liens”; (iv) Indebtedness to trade creditors incurred in the ordinary course of business, including Indebtedness incurred in the ordinary course of business with corporate credit cards; (v) Indebtedness that also constitutes a Permitted Investment; (vi) Subordinated Indebtedness; (vii) reimbursement obligations in connection with letters of credit that are secured by cash or cash equivalents and issued on behalf of a Borrower or a Subsidiary thereof in an amount not to exceed $200,000 at any time outstanding; (viii) other Indebtedness in an amount not to exceed $100,000 at any time outstanding; and (ix) extensions, refinancings and renewals of any items of Permitted Indebtedness, provided that the principal amount is not increased or the terms modified to impose materially more burdensome terms upon such Borrower or its Subsidiary, as the case may be.

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“Permitted Investment” means: (i) Investments existing on the Closing Date which are disclosed in Disclosure Letter Section 1B; (ii) (a) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one year from the date of acquisition thereof, (b) commercial paper maturing no more than one year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (c) certificates of deposit issued by any bank with assets of at least $500,000,000 maturing no more than one year from the date of investment therein, and (d) money market accounts and money market mutual funds; (iii) repurchases of stock from former employees, directors, or consultants of a Borrower under the terms of applicable repurchase agreements at the original issuance price of such securities in an aggregate amount not to exceed $250,000 in any fiscal year, provided that no Event of Default has occurred, is continuing or would exist after giving effect to the repurchases; (iv) Investments accepted in connection with Permitted Transfers; (v) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of Borrower’s business; (vi) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not affiliates, in the ordinary course of business, provided that this subparagraph (vi) shall not apply to Investments of Borrower in any Subsidiary; (vii) Investments consisting of loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of capital stock of a Borrower pursuant to employee stock purchase plans or other similar agreements approved by a Borrower’s Board of Directors; (viii) Investments consisting of travel advances in the ordinary course of business; (ix) Investments by a Borrower in any other Borrower or Investments in newly-formed Subsidiaries organized in the United States, provided that such Subsidiaries enter into a Joinder Agreement promptly after their formation by a Borrower and execute such other documents as shall be reasonably requested by Lender; (x) Investments in subsidiaries organized outside of the United States existing on the date hereof or approved in advance in writing by Lender; (xi) joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the nonexclusive licensing of technology, the development of technology or the providing of technical support, provided that any cash Investments by Borrower do not exceed $100,000 in the aggregate in any fiscal year; (xii) Investments by Borrower in subsidiaries organized outside of the United States in an amount not to exceed $500,000 in the aggregate in any fiscal year or as otherwise approved in advance by Lender; and (xiii) additional Investments that do not exceed $250,000 in the aggregate.

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“Permitted Liens” means any and all of the following: (i) Liens in favor of Lender; (ii) Liens existing on the Closing Date which are disclosed in Disclosure Letter Section 1C; (iii) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; provided, that Borrower maintains adequate reserves therefor in accordance with GAAP; (iv) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of Borrower’s business, provided that (i) no Lien has been filed, or (ii) the validity or amount thereof is being contested in good faith by lawful proceedings diligently conducted, reserve or other provision required by GAAP has been made, levy and execution thereon have been (and continue to be) stayed, or payment is fully covered by insurance (subject to the customary deductible); (v) Liens arising from judgments, decrees or attachments in circumstances which do not constitute an Event of Default hereunder; (vi) the following deposits, to the extent made in the ordinary course of business: deposits under worker’s compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than liens arising under ERISA or environmental liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (vii) Liens constituting purchase money liens and liens in connection with capital leases securing Indebtedness permitted in clause (iii) of “Permitted Indebtedness” and which encumber only the assets acquired with such purchase money indebtedness or the assets subject to such capital lease; (viii) Liens incurred in connection with Subordinated Indebtedness; (ix) leasehold interests in leases or subleases and licenses granted in the ordinary course of business and not interfering in any material respect with the business of the licensor; (x) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or before the date they become due; (xi) Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other property or assets); (xii) statutory and common law rights of set-off and other similar rights as to deposits of cash and securities in favor of banks, other depository institutions and brokerage firms; (xiii) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as they do not materially impair the value or marketability of the related property; (xiv) Liens on cash or cash equivalents securing obligations permitted under clause (vii) of the definition of Permitted Indebtedness; (xv) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of any material Property covered by such Lien for the purposes for which such Property is held by a Borrower or materially impair the value of any material Property subject thereto; (xvi) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of any Borrower for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by such Borrower or materially impair the value of any material Property subject thereto; and (xvii) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (i) through (xi) above; provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not increase.

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“Permitted Transfers” means (i) sales or use of Inventory in the normal course of business, (ii) non-exclusive licenses and similar arrangements for the use of Intellectual Property in the ordinary course of business and licenses that could not result in a legal transfer of title of the licensed property but that may be exclusive in respects other than territory and that may be exclusive as to territory only as to discreet geographical areas outside of the United States in the ordinary course of business, or (iii) dispositions of worn-out, obsolete or surplus Equipment at fair market value in the ordinary course of business, and (iv) other Transfers of assets having a fair market value of not more than $250,000 in the aggregate in any fiscal year.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, other entity or government.

“Preferred Stock” means at any given time any equity security issued by a Borrower that has any rights, preferences or privileges senior to such Borrower’s common stock.

“Prepayment Premium” means the amount achieved by multiplying the percentage in the table below by the principal balance of the Term Loan Advances as of the date of the prepayment:

If prepayment occurs prior to the first anniversary of the Closing Date	3.00	%
If prepayment occurs on or after the first anniversary, but prior to the second anniversary of the Closing Date	2.00	%
If prepayment occurs on or after the second anniversary, but prior to the third anniversary of the Closing Date	1.00	%

“Prime Rate” is the rate most recently announced as the “prime rate” in the Money Rates section of The Wall Street Journal.

“Principal Commencement Date” means April 1, 2013.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

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“Receivables” means (i) all of each Borrower’s Accounts, Instruments, Documents, Chattel Paper, Supporting Obligations, letters of credit, proceeds of any letter of credit, and Letter of Credit Rights, and (ii) all customer lists, software, and business records related thereto.

“Remedial Work” has the meaning assigned to such term in Section 7.16(a).

“Reserve Report” means an annual report, in form and substance reasonably satisfactory to Lender, setting forth, the oil and gas reserves attributable to the Oil and Gas Properties, together with a projection of the rate of production and future net revenue, taxes, operating expenses and capital expenditures with respect thereto as of such date, either (i) prior to an Initial Public Offering of any Borrower based upon the economic assumptions consistent with Lender’s lending requirements at the time, or (ii) following an Initial Public Offering of any Borrower, consistent with Securities and Exchange Commission reporting requirements at the time.

“Secured Obligations” means Borrower’s obligations under this Agreement and any Loan Document, including any obligation to pay any amount now owing or later arising.

“Subordinated Indebtedness” means Indebtedness subordinated to the Secured Obligations on subordination terms and conditions satisfactory to Lender in its sole discretion.

“Subsequent Financing” means the closing of any Borrower financing which becomes effective after the Closing Date.

“Subsidiary” means an entity, whether corporate, partnership, limited liability company, joint venture or otherwise, in which a Borrower owns or controls 50% or more of the outstanding voting securities, including each entity listed on Disclosure Letter Section 1.

“Term Loan Advance” means any Term Loan funds advanced under this Agreement.

“Term Loan Interest Rate” means for any day a per annum rate of interest equal to the greater of (i) 10.0% or (ii) the sum of 10.0%, plus the Prime Rate minus 3.25%.

“Term Loan Maturity Date” means June 1, 2015.

“Term Note” means a Promissory Note in substantially the form of Exhibit B.

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by any Borrower or in which a Borrower now holds or hereafter acquires any interest.

“Trademarks” means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof.

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“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of California; provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of, or remedies with respect to, Lender’s Lien on any Collateral is governed by the Uniform Commercial Code as the same is, from time to time, in effect in a jurisdiction other than the State of California, then the term “UCC” shall mean the Uniform Commercial Code as in effect, from time to time, in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“Warrant” means the warrant entered into in connection with the Loan.

Unless otherwise specified, all references in this Agreement or any Annex or Schedule hereto to a “Section,” “subsection,” “Exhibit,” “Annex,” or “Schedule” shall refer to the corresponding Section, subsection, Exhibit, Annex, or Schedule in or to this Agreement. Unless otherwise specifically provided herein, any accounting term used in this Agreement or the other Loan Documents shall have the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder shall be computed in accordance with GAAP, consistently applied. Unless otherwise defined herein or in the other Loan Documents, terms that are used herein or in the other Loan Documents and defined in the UCC shall have the meanings given to them in the UCC.

SECTION 2.

THE LOAN

2.1          Term Loan.

(a)          Advances. Subject to the terms and conditions of this Agreement, Lender will make, and Borrower agrees to draw, a Term Loan Advance of $4,000,000 on the Closing Date (the “Initial Advance”). Borrower may request additional Term Loan Advances in an aggregate amount up to $4,000,000 in minimum increments of $1,000,000 through August 31, 2012. The aggregate outstanding Term Loan Advances may be up to the Maximum Term Loan Amount.

(b)          Advance Request. To obtain a Term Loan Advance, Borrower shall complete, sign and deliver an Advance Request (at least five Business Days before the Advance Date) and Term Note to Lender. Lender shall fund the Term Loan Advance in the manner requested by the Advance Request provided that each of the conditions precedent to such Term Loan Advance is satisfied as of the requested Advance Date.

(c)          Interest. The principal balance of each Term Loan Advance shall bear interest thereon from the Advance Date of such Term Loan Advance at the Term Loan Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time.

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(d)          Payment. Borrower will pay interest on each Term Loan Advance on the first day of each month, beginning the month after the Advance Date for such Term Loan Advance. Borrower shall repay the aggregate principal balance of the Term Loan that is outstanding in twenty-seven (27) equal monthly installments of principal beginning on the Principal Commencement Date and continuing on the first Business Day of each month thereafter. The entire unpaid principal balance of the Term Loan and all accrued but unpaid interest thereon, shall be due and payable on the Term Loan Maturity Date. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. Lender will initiate debit entries to the Borrower’s account as authorized on the ACH Authorization on each payment date of all periodic obligations payable to Lender under each Term Note or Term Advance and as reflected in amortization schedules provided by Lender to Borrower from time to time. Whenever any payment to be made hereunder shall be stated to be due on a date other than a Business Day, such payment shall be made on the immediately succeeding Business Day.

2.2          Maximum Interest. Notwithstanding any provision in this Agreement, the Notes, or any other Loan Document, it is the parties’ intent not to contract for, charge or receive interest at a rate that is greater than the maximum rate permissible by law that a court of competent jurisdiction shall deem applicable hereto (which under the laws of the State of California shall be deemed to be the laws relating to permissible rates of interest on commercial loans) (the “Maximum Rate”). If a court of competent jurisdiction shall finally determine that Borrower has actually paid to Lender an amount of interest in excess of the amount that would have been payable if all of the Secured Obligations had at all times borne interest at the Maximum Rate, then such excess interest actually paid by Borrower shall be applied as follows: first, to the payment of principal outstanding on the Notes; second, after all principal is repaid, to the payment of Lender’s accrued interest, costs, expenses, professional fees and any other Secured Obligations; and third, after all Secured Obligations are repaid, the excess (if any) shall be refunded to Borrower.

2.3          Default Interest. In the event any payment is not paid on the scheduled payment date, an amount equal to three percent (3%) of the past due amount shall be payable on demand. In addition, upon the occurrence and during the continuation of an Event of Default hereunder, all Secured Obligations, including principal, interest, interest upon interest, and professional fees, shall bear interest at a rate per annum equal to the rate set forth in Section 2.1(c) plus five percent (5%) per annum. In the event any interest is not paid when due hereunder, delinquent interest shall be added to principal and shall bear interest on interest, at the rate set forth in Section 2.1(c).

2.4          Prepayment. At its option upon at least 5 Business Days’ prior notice to Lender, Borrower may prepay all, but not less than all, of the outstanding Advances by paying the entire outstanding principal balance, all accrued and unpaid interest, and the Prepayment Premium then applicable. Borrower agrees that the Prepayment Premium is a reasonable calculation of Lender’s lost profits in view of the difficulties and impracticality of determining actual damages resulting from an early repayment of the Advances.

2.5          End of Term Charge. On the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the entire outstanding Secured Obligations, or (iii) the date that the Secured Obligations become due and payable, Borrower shall pay Lender a charge of $280,000. Notwithstanding the required payment date of such charge, it shall be deemed earned by Lender as of the Closing Date.

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SECTION 3.

SECURITY INTEREST

3.1          As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Secured Obligations, each Borrower grants to Lender a security interest in all of such Borrower’s right, title and interest in and to the following personal property whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) Goods, and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and, to the extent not otherwise included, all proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; and excluding all Intellectual Property. No Borrower shall permit a Lien to exist on its Intellectual Property (other than Permitted Liens) without the prior written consent of Lender. The Collateral shall include all proceeds from the sale of all Intellectual Property outside the ordinary course of business and all other rights arising out of Intellectual Property, excluding the Intellectual Property itself. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the proceeds from the sale of such Intellectual Property, at the time of a sale, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the sales proceeds of Intellectual Property.

3.2          Notwithstanding Section 3.1 hereof, (a) if a Borrower raises a minimum of $55,000,000 in one or more new equity financings or (b) a Borrower completes an Initial Public Offering, (a “Qualified Financing”), any additional Oil and Gas Properties acquired by each Borrower after the date of consummation of such Qualified Financing (such assets, the “After-Acquired Assets”) shall not constitute Collateral; provided, that, Borrower shall not be permitted to encumber any of these After-Acquired Assets without the prior written consent of Lender; provided, further that, if at any time after the consummation of a Qualified Financing, unrestricted cash of Borrower is less than $16,000,000 (such occurrence, a “Collateral Event”), the After-Acquired Assets shall automatically as of the date of such Collateral Event (and on any subsequent date of acquisition by any Borrower of any Oil and Gas Properties) become Collateral hereunder and Borrower shall take all commercially reasonable actions necessary to grant Lender a first priority perfected security interest in such After-Acquired Assets.

SECTION 4.

CONDITIONS PRECEDENT TO LOAN

The obligations of Lender to make the Loan hereunder are subject to the satisfaction by Borrower of the following conditions:

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4.1          Initial Advance. On or prior to the Closing Date, Borrower shall have delivered to Lender the following:

(a)          executed originals of the this Agreement, the Warrant, the Mortgage, the Note, Collateral Information Certificate, the ACH Authorization and all other documents and instruments reasonably required by Lender to effectuate the transactions contemplated hereby or to create and perfect the Liens of Lender with respect to all Collateral, in all cases in form and substance reasonably acceptable to Lender;

(b)          an Account Control Agreement with respect to Glori Energy Inc.’s money market account and operating account at JP Morgan Chase;

(c)          the Disclosure Letter;

(d)          certified copy of resolutions of each Borrower’s board of directors evidencing approval of (i) the Loan and other transactions evidenced by the Loan Documents; and (ii) the Warrant and transactions evidenced thereby;

(e)          certified copy of resolutions of at least two-thirds of the holders of Glori Energy Inc.’s Series C Preferred Stock and Series B Preferred Stock voting together as a class evidencing approval of the incurrence of indebtedness under the Loan Documents and issuance of the Warrant;

(f)           certified copies of the Certificate of Incorporation and the Bylaws, as amended through the Closing Date, of each Borrower;

(g)          a certificate of good standing as of a recent date for each Borrower from Delaware and similar certificates from all other jurisdictions in which it does business and where the failure to be qualified would have a Material Adverse Effect;

(h)          payment of the Facility Charge and reimbursement of Lender’s current expenses reimbursable pursuant to this Agreement, which amounts may be deducted from the initial Advance;

(i)           Lender shall be reasonably satisfied that this Agreement and the Mortgage with respect to the Etzold Property will create upon recording (A) first priority, perfected Lien (subject only to Permitted Liens) on at least 80% of the total value of the proved Etzold Property evaluated in the Initial Reserve Report;

(j)           Lender shall be reasonably satisfied with the environmental condition of the Etzold Property of the Borrower;

(k)          Lender shall have received an opinion of (i) Fulbright & Jaworski L.L.P., special counsel to the Borrower, and (ii) Stinson Morrison Hecker LLP, local counsel to Lender in Kansas; and

(l)           such other documents as Lender may reasonably request.

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4.2          All Advances. On each Advance Date:

(a)          Lender shall have received (i) an Advance Request and a Note for the relevant Advance as required by Section 2.1(b) duly executed by each Borrower’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents Lender may reasonably request.

(b)          The representations and warranties set forth in this Agreement in Section 5 and in the Warrant shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c)          Borrower shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and at the time of and immediately after such Advance no Event of Default shall have occurred and be continuing.

(d)          Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request.

4.3          No Default. As of the Closing Date and each Advance Date, (i) no event has occurred or circumstance exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default and (ii) no event that has had or would reasonably be expected to have a Material Adverse Effect has occurred and is continuing.

4.4          Post-Closing. Borrower shall deliver to Lender the following,

(a)          duly executed landlord waiver for 4315 South Drive, Houston, Texas, within thirty (30) days of the Closing Date;

(b)          duly executed Account Control Agreements as required by Section 7.12 hereof.

SECTION 5.

REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants that:

5.1          Corporate Status. Each Borrower is a corporation duly organized, legally existing and in good standing under the laws of the State of Delaware, and is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and where the failure to be qualified could reasonably be expected to have a Material Adverse Effect. Each Borrower’s present name, former names (if any), locations, place of formation, tax identification number, organizational identification number and other information are correctly set forth in Disclosure Letter Section 5.1, as may be updated by such Borrower in a written notice (including any Compliance Certificate) provided to Lender after the Closing Date.

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5.2          Collateral. Each Borrower owns its portion of the Collateral and the Intellectual Property, free of all Liens, except for Permitted Liens. Each Borrower has the power and authority to grant to Lender a Lien in its portion of the Collateral as security for the Secured Obligations.

5.3          Consents. Each Borrower’s execution, delivery and performance of the Notes, this Agreement and all other Loan Documents, and such Borrower’s execution of the Warrant (if applicable), (i) have been duly authorized by all necessary corporate (and, if applicable, equity holder) action of such Borrower, (ii) will not result in the creation or imposition of any Lien upon the Collateral, other than Permitted Liens and the Liens created by this Agreement and the other Loan Documents, (iii) do not violate any provisions of such Borrower’s Certificate of Incorporation, bylaws, or any, law, regulation, order, injunction, judgment, decree or writ to which such Borrower is subject and (iv) except as described above or on Disclosure Letter Section 5.3, do not violate any contract or agreement or require the consent or approval of any other Person. The individual or individuals executing the Loan Documents and the Warrant are duly authorized to do so.

5.4          Material Adverse Effect. Since December 31, 2011, no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. Borrower is not aware of any event likely to occur that is reasonably expected to result in a Material Adverse Effect.

5.5          Actions Before Governmental Authorities. Except as described on Disclosure Letter Section 5.5, there are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of Borrower, threatened against or affecting a Borrower or its property that, if adversely determined would result, in the opinion of the board of directors of the applicable Borrower, in the creation of an obligation or liability of Borrower in excess of $50,000 individually or $100,000 in the aggregate with any other litigation not disclosed in Section 5.5 of the Disclosure Letter.

5.6          Laws. No Borrower is in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any Governmental Authority applicable to it or its Property, where such violation or default is reasonably expected to result in a Material Adverse Effect. No Borrower is in default in any material respect under any provision of any agreement or instrument evidencing indebtedness, or any other material agreement to which it is a party or by which it is bound.

5.7          Information Correct and Current. No information, report, Advance Request, financial statement, exhibit or schedule furnished, by or on behalf of Borrower to Lender in connection with any Loan Document or included therein or delivered pursuant thereto contained, contains or, with respect to such document to be delivered after the date hereof, will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not misleading at the time such statement was made or deemed made. Additionally, any and all financial or business projections provided by a Borrower to Lender have been or will be (if delivered after the date hereof) (i) provided in good faith and based on current data and information available to Borrower, and (ii) consistent with the then current projections provided to such Borrower’s Board of Directors.

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5.8          Tax Matters. Except as described on Section 5.8 of the Disclosure Letter, (a) Borrower has filed all federal, state and local tax returns that it is required to file (or extensions have been granted), (b) Borrower has duly paid or fully reserved for all taxes or installments thereof (including any interest or penalties) as and when due, which have or may become due pursuant to such returns, and (c) Borrower has paid or fully reserved for any tax assessment received by Borrower for the three (3) years preceding the Closing Date, if any (including any taxes being contested in good faith and by appropriate proceedings).

5.9          Intellectual Property Claims. One or more Borrowers are the sole owner(s) of, or otherwise have the right to use, the Intellectual Property. Except as described on Disclosure Letter Section 5.9, (i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to a Borrower that any material part of the Intellectual Property violates the rights of any third party. Disclosure Letter Section 5.9 also contains a true, correct and complete list of each Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which such Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by a Borrower or any Subsidiary, in each case as of the Closing Date. The applicable Borrower is not in material breach of, nor has such Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to such Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

5.10        Intellectual Property. Except as described on Disclosure Letter Section 5.10, Borrower has, or in the case of any proposed business, will have, all material rights with respect to Intellectual Property necessary in the operation or conduct of Borrower’s business as currently conducted and proposed to be conducted by Borrower. Without limiting the generality of the foregoing, and in the case of Licenses, except for restrictions that are unenforceable under Division 9 of the UCC, Borrower has the right, to the extent required to operate Borrower’s business, to freely transfer, license or assign Intellectual Property without condition, restriction or payment of any kind (other than license payments in the ordinary course of business) to any third party, and a Borrower owns or has the right to use, pursuant to valid licenses, all software development tools, library functions, compilers and all other third-party software and other items that are used in the design, development, promotion, sale, license, manufacture, import, export, use or distribution of Borrower Services.

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5.11        Borrower Services. Except as described on Disclosure Letter Section 5.11, no Intellectual Property owned by a Borrower or Borrower Services has been or is subject to any actual or, to the knowledge of Borrower, threatened litigation, proceeding (including any proceeding in the United States Patent and Trademark Office or any corresponding foreign office or agency) or outstanding decree, order, judgment, settlement agreement or stipulation that restricts in any material manner such Borrower’s use, transfer or licensing thereof or that may affect the validity or enforceability thereof. There is no decree, order, judgment, agreement, stipulation, arbitral award or other provision entered into in connection with any litigation or proceeding that obligates a Borrower to grant licenses or an ownership interest in any future Intellectual Property related to the operation or conduct of the business of Borrower or Borrower Services. No Borrower has received any written notice or claim, or, to the knowledge of Borrower, oral notice or claim, challenging or questioning a Borrower’s ownership in any of its Intellectual Property (or, to Borrower’s knowledge, written notice of any claim challenging or questioning the ownership in any licensed Intellectual Property of the owner thereof) or suggesting that any third party has any claim of legal or beneficial ownership with respect thereto nor, to Borrower’s knowledge, is there a reasonable basis for any such claim. To Borrower’s knowledge, neither Borrower’s use of its Intellectual Property nor the production and sale of Borrower Services infringes the Intellectual Property or other rights of others.

5.12        Financial Accounts. Disclosure Letter Section 5.12, as may be updated by the Borrower in a written notice provided to Lender after the Closing Date, is a true, correct and complete list of (a) all banks and other financial institutions at which a Borrower maintains Deposit Accounts and (b) all institutions at which a Borrower maintains an account holding Investment Property, and such exhibit correctly identifies the name, address and telephone number of each bank or other institution, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

5.13        Employee Loans. No Borrower has outstanding loans to any employee, officer or director of such Borrower nor has such Borrower guaranteed the payment of any loan made to an employee, officer or director of such Borrower by a third party, except for such guarantees for travel expenses or other business expenses in the ordinary course of business that may be provided by a third party (e.g. corporate credit card).

5.14        Capitalization and Subsidiaries. Borrower’s capitalization as of the Closing Date is set forth on Disclosure Letter Section 5.14. No Borrower does owns any stock, partnership interest or other securities of any Person, except for Permitted Investments. Listed on Disclosure Letter Section 5.14, as may be updated by Borrower in a written notice provided after the Closing Date, is a true, correct and complete list of each Subsidiary.

5.15        Properties. (a) Each Borrower has good and defensible title to its Oil and Gas Properties and such Borrower has good title to all of its personal Properties, in each case, free and clear of all Liens except Permitted Liens. After giving full effect to Permitted Liens, the Borrower specified as the owner owns the net interests in production attributable to the Hydrocarbon Interests, and the ownership of such Properties shall not in any material respect obligate such Borrower to bear the costs and expenses relating to the maintenance, development and operations of each such Property in an amount in excess of the working interest of each Property that is not offset by a corresponding proportionate increase in Borrower’s net revenue interest in such Property.

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5.16        Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, no Oil and Gas Property is subject to having allowable production reduced below the full and regular allowable level (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time) and none of the wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) is deviated from the vertical more than the maximum permitted by the requirements of any applicable Governmental Authority, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, the Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties). All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by a Borrower that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by a Borrower or any of its Subsidiaries, in a manner consistent with customary industry practices (other than those the failure of which to maintain in accordance with this Section 5.16 could not reasonably be expected to have a Material Adverse Effect).

5.17        Environmental Matters. Except for such matters that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect:

(a)          no real property of Borrower nor the operations conducted thereon violate any order of any court or Governmental Authority or any requirement of any applicable Environmental Law.

(b)          no real property of Borrower nor the operations currently conducted thereon or, to the knowledge of Borrower, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws.

(c)          all notices, permits, licenses, exemptions, approvals or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of Borrower, including, without limitation, past or present treatment, storage, disposal or release of a hazardous substance, oil and gas waste or solid waste into the environment, have been duly obtained or filed, and Borrower is in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations.

(d)          all hazardous substances, solid waste and oil and gas waste, if any, generated at any and all Property of Borrower has in the past been transported, treated and disposed of in accordance with Environmental Laws and, to the knowledge of Borrower, all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and, to the knowledge of Borrower, are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws.

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(e)          Borrower has taken reasonable steps to determine and has determined that no oil, hazardous substances, solid waste or oil and gas waste, have been disposed of or otherwise released, and there has been no threatened release of any oil, hazardous substances, solid waste or oil and gas waste, on or to any Property of Borrower, except in material compliance with Environmental Laws.

(f)           to the extent applicable, all Property of Borrower currently satisfies all design, operation, and equipment requirements imposed by the OPA, and Borrower has no reason to believe that such Property, to the extent subject to the OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement, subject to ordinary wear and tear, obsolescence or repair or replacement of such Property in the ordinary course of business.

(g)          Borrower has no known contingent liability or Remedial Work in connection with any release or threatened release of any oil, hazardous substance, solid waste or oil and gas waste into the environment.

5.18        Marketing of Production. Except for contracts listed and in effect on the date hereof on Disclosure Letter Section 5.19, and thereafter either disclosed in writing to Lender (with respect to all of which contracts the applicable Borrower represents that it or its Subsidiaries are receiving a price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity, except as disclosed in Disclosure Letter Section 5.19), no material agreements exist which are not cancelable on sixty (60) days notice or less without penalty or detriment for the sale of production from a Borrower’s or its Subsidiaries’ Hydrocarbons (including, without limitation, calls on or other rights to purchase, production, whether or not the same are currently being exercised) that pertain to the sale of production at a fixed price and have a maturity or expiry date of longer than six (6) months.

SECTION 6.

INSURANCE; INDEMNIFICATION

6.1          Coverage. Borrower shall cause to be carried and maintained commercial general liability insurance, on an occurrence form, against risks customarily insured against in Borrower’s line of business, but in no event less than set forth in this Section 6.1. Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability per the terms of the indemnification agreement found in Section 6.3. Borrower must maintain a minimum of $2,000,000 of commercial general liability insurance for each occurrence. Borrower has and agrees to maintain a minimum of $2,000,000 of directors and officers’ insurance for each occurrence and $5,000,000 in the aggregate. So long as there are any Secured Obligations outstanding, Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks of physical loss or damage howsoever caused, in an amount not less than the full replacement cost of the Collateral, provided that such insurance may be subject to standard exceptions and deductibles. Borrower shall also carry and maintain a fidelity insurance policy in an amount not less than $100,000 and maintain a title insurance policy with respect to the Oil and Gas Properties.

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6.2          Certificates. On or before the Closing Date and thereafter upon request, Borrower shall deliver to Lender certificates of insurance that evidence Borrower’s compliance with its insurance obligations in Section 6.1 and the obligations contained in this Section 6.2. Borrower’s insurance certificate shall state Lender is an additional insured for commercial general liability, an additional insured and a lender loss payee for all risk property damage insurance, subject to the insurer’s approval, a loss payee for fidelity insurance, and a lender loss payee for property insurance and additional insured for liability insurance for any future insurance that Borrower may acquire from such insurer. Attached to the certificates of insurance will be additional insured endorsements for liability and lender’s loss payable endorsements for all risk property damage insurance and fidelity. All certificates of insurance will provide for a minimum of thirty (30) days advance written notice to Lender of cancellation. Any failure of Lender to scrutinize such insurance certificates for compliance is not a waiver of any of Lender’s rights, all of which are reserved.

6.3          Indemnity. Borrower agrees to indemnify and hold harmless the Indemnified Persons from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other reasonable costs of investigation or defense (including those incurred upon any appeal), that may be instituted or asserted by a third party against and incurred by such Indemnified Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases claims resulting primarily from Lender’s gross negligence or willful misconduct. “Indemnified Persons” means Lender and its officers, directors, employees, agents, representatives and shareholders. Borrower agrees to pay, and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of Lender) that may be payable or determined to be payable with respect to any of the Collateral or this Agreement.

SECTION 7.

COVENANTS OF BORROWER

Borrower agrees as follows:

7.1          Financial Reports. Borrower shall furnish to Lender the financial statements and reports listed hereinafter (the “Financial Statements”):

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(a)          as soon as practicable (and in any event within 30 days) after the end of each month, unaudited interim and year-to-date financial statements as of the end of such month (prepared on a consolidated basis), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer or Chief Financial Officer to the effect that they have been prepared in accordance with GAAP and on a basis consistent with Borrower’s historical financial statements, except (i) for the absence of footnotes, (ii) that they are subject to normal year end adjustments, and (iii) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements;

(b)          as soon as practicable (and in any event within one hundred fifty (150) days) after the end of each fiscal year, unqualified audited financial statements as of the end of such year (prepared on a consolidated basis), including balance sheet and related statements of income and cash flows, and setting forth in comparative form the corresponding figures for the preceding fiscal year, certified by Grant Thornton LLP or another firm of independent certified public accountants selected by Borrower and reasonably acceptable to Lender, accompanied by any management report from such accountants;

(c)          as soon as practicable (and in any event within 30 days) after the end of each month, a Compliance Certificate in the form of Exhibit C;

(d)          within sixty (60) days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month;

(e)          promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports that Borrower has made available to holders of its Preferred Stock and copies of any regular, periodic and special reports or registration statements that Borrower files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or any national securities exchange; provided, that after an Initial Public Offering of any Borrower, any documents required to be delivered pursuant to this clause shall be deemed delivered on the date that such documents are publicly available on “EDGAR” or other similar publicly accessible sources of which Borrower provides written notice to Lender.

(f)           within 10 days of transmission to and in the same manner as it gives to its directors, copies of all notices, minutes, consents and other materials that Borrower provides to its directors in connection with meetings of the Board of Directors, and within 30 days after each such meeting, minutes of such meeting (excluding, in each case, Intellectual Property, proprietary and technical information, sensitive information regarding the Borrower’s activities, including acquisition, customer and research activities, executive session materials, attorney-client privileged materials and materials presenting a conflict of interest with respect to Lender); and

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(g)          budgets promptly following their approval by Borrower’s Board of Directors, as well as other financial information reasonably requested by Lender.

Borrower shall not (without the consent of Lender, such consent not to be unreasonably withheld or delayed), make any change in its (a) accounting policies or reporting practices, except as required by GAAP or (b) fiscal years or fiscal quarters. As of the Closing Date, the fiscal year of Borrower ends on December 31.

The executed Compliance Certificate and all Financial Statements required to be delivered pursuant to clauses (a), (b) and (c) shall be sent via e-mail to financialstatements@herculestech.com with a copy to jbourque@htgc.com provided, that if e-mail is not available or sending such Financial Statements via e-mail is not possible, they shall be sent via facsimile to Lender at: (866) 468-8916, attention Chief Credit Officer; provided, that after an Initial Public Offering of any Borrower, documents required to be delivered pursuant to clause (b) hereof shall be deemed delivered on the date that such documents are publicly available on “EDGAR” or other similar publicly accessible sources of which Borrower provides written notice to Lender at the email addresses set forth above.

7.2          Management Rights. Borrower shall permit any representative that Lender authorizes, including its attorneys and accountants, to inspect the Collateral and examine and make copies and abstracts of the books of account and records of Borrower at reasonable times and upon reasonable notice during normal business hours. In addition, any such representative shall have the right to meet with management and officers of Borrower to discuss such books of account and records. In addition, Lender shall be entitled at reasonable times and intervals to consult with and advise the management and officers of Borrower concerning significant business issues affecting Borrower. Such consultations shall not unreasonably interfere with Borrower’s business operations and Borrower shall have no obligation to follow the advice of Lender or its representatives as it relates to these meetings. The parties intend that the rights granted Lender shall constitute “management rights” within the meaning of 29 C.F.R Section 2510.3-101(d)(3)(ii), but that any advice, recommendations or participation by Lender with respect to any business issues shall not be deemed to give Lender, nor be deemed an exercise by Lender of, control over Borrower’s management or policies.

7.3          Further Assurances. Borrower shall from time to time execute, deliver and file, alone or with Lender, any financing statements, security agreements, collateral assignments, notices, control agreements, or other documents to perfect or give the highest priority to Lender’s Lien on the Collateral. Borrower shall from time to time procure any instruments or documents as may be reasonably requested by Lender, and take all further action that may be necessary or desirable, or that Lender may reasonably request, to perfect and protect the Liens granted hereby and thereby. In addition, and for such purposes only, each Borrower hereby authorizes Lender to at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral, and (b) contain any other information required by Chapter 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including, without limitation, (i) whether such Borrower is an organization, the type of organization and the organization number issued to such Borrower and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral to be extracted or timber to be cut, a sufficient description of the real property to which the Collateral relates. Each Borrower shall protect and defend such Borrower’s title to the Collateral and Lender’s Lien thereon against all Persons claiming any interest adverse to such Borrower or Lender other than Permitted Liens.

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7.4          Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or, except with respect to any Indebtedness in the aggregate not in excess of $50,000 in any fiscal year of Borrower (i) prepay any Indebtedness or (ii) take any actions which impose on Borrower an obligation to prepay any Indebtedness, except for the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion.

7.5          Collateral. Borrower shall at all times keep the Collateral and real property that is subject to a Mortgage to secure the Secured Obligations free and clear from any legal action reasonably expected to have a material adverse effect on such Collateral or real property or Liens whatsoever (except for Permitted Liens), and shall give Lender prompt written notice of any such legal action affecting the Collateral such real property, or any Liens thereon. Borrower shall at all times keep the Intellectual Property free and clear from any Liens (except for Permitted Liens), and shall give Lender prompt written notice of any Liens thereon. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal action reasonably expected to have a material adverse effect on such property or assets or Liens whatsoever (except for Permitted Liens), and shall give Lender prompt written notice of any such legal action affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than Lender not to encumber its property.

7.6          Investments. No Borrower shall directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments.

7.7          Distributions. No Borrower shall, and no Borrower shall allow any of its Subsidiaries to, (a) repurchase or redeem any class of stock or other equity interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements, provided, however, in each case the repurchase or redemption price does not exceed the original consideration paid for such stock or equity interest, or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other equity interest, except that a Subsidiary or a Borrower may pay dividends or make distributions to a Borrower, or (c) lend money to any employees, officers or directors or guarantee the payment of any such loans granted by a third party in excess of $100,000 in the aggregate or (d) waive, release or forgive any indebtedness owed by any employees, officers or directors in excess of $100,000 in the aggregate.

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7.8           Transfers. (a) Except for Permitted Transfers, a Borrower shall not voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of their assets; and (b) in the event a Borrower enters into any agreement to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties, such Borrower shall provide prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof reasonably requested by Lender.

7.9           Mergers or Acquisitions. No Borrower shall merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization (other than mergers or consolidations of a Subsidiary into another Subsidiary or into Borrower), or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person (other than the capital stock or property of a Subsidiary or a Borrower).

7.10         Taxes. Borrower and its Subsidiaries shall pay when due all taxes, fees, assessments or other governmental charges or levies (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Lender (except for Excluded Taxes) or the Collateral or upon Borrower’s ownership, possession, use, operation or disposition thereof or upon Borrower’s rents, receipts or earnings arising therefrom. Borrower shall file on or before the due date therefor all personal property tax returns required in respect of the Collateral. Notwithstanding the foregoing, Borrower may contest, in good faith and by appropriate proceedings, taxes for which Borrower maintains adequate reserves therefor in accordance with GAAP.

7.11         Corporate Changes. No Borrower or any Subsidiary shall change its corporate name, legal form or jurisdiction of formation without ten (10) Business Days’ prior written notice to Lender (or such shorter period as agreed to by Lender in writing). No Borrower or any Subsidiary shall suffer a Change in Control. No Borrower or any Subsidiary shall relocate its chief executive office or its principal place of business unless: (i) it has provided prior written notice to Lender; and (ii) such relocation shall be within the continental United States. No Borrower or any Subsidiary shall relocate any item of Collateral (other than (x) sales or use of Inventory in the ordinary course of business, (y) relocations of Equipment in the ordinary course of business in the continental United States and Canada, and (z) relocations of other Collateral from a location described on Disclosure Letter Section 5.1 to another location described on Disclosure Letter Section 5.1) unless (i) it has provided prompt written notice to Lender, (ii) such relocation is within the continental United States and, (iii) if such relocation is to a third party bailee, it has delivered a bailee agreement in form and substance reasonably acceptable to Lender.

7.12         Deposit Accounts. Except as required by Section 4.1(b), each Borrower shall diligently pursue to cause, as soon as administratively practicable after (i) the Closing Date (with respect to any Deposit Accounts or accounts holding Investment Property of such Borrower existing on the Closing Date), or (ii) the date any Borrower opens or acquires any Deposit Account or account holding Investment Property of such Borrower after the Closing Date, each bank or other financial institution with respect to such account to execute and deliver to the Lender an Account Control Agreement, in form and substance reasonably satisfactory to the Lender, duly executed by such Borrower and such bank or financial institution. If any Borrower has not delivered any Account Control Agreement referred to in (i) above to the Lender within thirty (30) days after the date hereof, the Lender may request in writing that such Borrower move the funds in such account for which no Account Control Agreement was provided to another bank or financial institution for which an Account Control Agreement will be provided, and Borrower shall promptly comply with such request and diligently pursue to deliver such Account Control Agreements within thirty (30) days after the date thereof.

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7.13         Subsidiaries. Borrower shall notify Lender of each Subsidiary formed subsequent to the Closing Date and, within 15 days of formation, shall cause any such Subsidiary organized under the laws of any State within the United States to execute and deliver to Lender a Joinder Agreement.

7.14         Capital Expenditures. Prior to a Qualified Financing, Borrower shall not make capital expenditures in excess of $10,000,000 in the aggregate in any fiscal year with respect to the acquisition of Oil and Gas Properties.

7.15         Operation and Maintenance of Properties. Borrower, at its own expense, will, and will cause each of its Subsidiaries to:

(a)          operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect.

(b)          keep and maintain all Property material to the conduct of its business in good working order and condition (ordinary wear and tear excepted), and preserve, maintain and keep, or make reasonable and customary efforts to cause to be preserved, maintained and kept, in good repair, working order (ordinary wear and tear and depletion excepted) all of its material Oil and Gas Properties.

(c)          promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do, or make reasonable and customary efforts to cause to be done, all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder, except where the failure to do so could not reasonably be expect to result in a Material Adverse Effect.

(d)          promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations of Borrower under each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties.

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(e)          operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in accordance with the practices of the industry and in material compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

7.16         Environmental Matters.

(a)          Borrower shall, at its own expense, comply, and shall cause its Properties and operations and each Subsidiary of the Borrower and each such Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws, where the failure to comply could be reasonably expected to have a Material Adverse Effect; not dispose of or otherwise release, and shall cause each such Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about or from any of Borrower’s Properties or any other Property to the extent caused by Borrower’s operations except in compliance with applicable Environmental Laws, the disposal or release of which could reasonably be expected to have a Material Adverse Effect; timely obtain or file all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of Borrower Properties, which failure to obtain or file could reasonably be expected to have a Material Adverse Effect; promptly commence and diligently prosecute to completion any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of Borrower’s Properties, which failure to commence and diligently prosecute to completion could reasonably be expected to have a Material Adverse Effect; and establish and implement such procedures as may be necessary to determine and assure that Borrower’s obligations under this Section 7.16 are timely and fully satisfied, which failure to establish and implement could reasonably be expected to have a Material Adverse Effect.

(b)          Borrower will promptly, but in no event later than ten (10) days after Borrower’s knowledge of the occurrence of a triggering event, notify Lender in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any landowner or other third party against Borrower or its Properties in connection with any Environmental Laws (excluding routine testing and corrective action) if Borrower reasonably anticipates that such action will result in liability (whether individually or in the aggregate) in excess of $1,000,000, not fully covered by insurance or other means of recovery or reimbursement acceptable to the Lenders, subject to normal deductibles.

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(c)          Borrower will perform any environmental audits and tests of such Properties in accordance with applicable American Society of Testing Materials standards in connection with any future acquisitions of Oil and Gas Properties or other Properties and upon reasonable written request by Lender and no more than once per year in the absence of any Event of Default (or as otherwise required to be obtained by Lender by any Governmental Authority) and share with Lender the reports and other results thereof.

7.17         Additional Collateral. Prior to the occurrence of a Qualified Financing or following the occurrence of a Collateral Event, upon the acquisition by Borrower of any Oil and Gas Property, the Borrower shall grant, within thirty (30) days of acquisition of such Oil and Gas Property, as security for the Obligations a first-priority Lien (subject to Permitted Liens) on such additional Oil and Gas Property not already subject to a Lien created by this Agreement and the Mortgages. All such Liens will be created and perfected by and in accordance with the provisions of applicable mortgages, deeds of trust, security agreements and financing statements or other security instruments, all in form and substance reasonably satisfactory to Lender and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes. In connection with granting Lender a first-priority Lien in any newly acquired Oil and Gas Property, Borrower shall deliver to Lender a Reserve Report, such opinions reasonably requested by Lender, demonstrate adequate insurance with respect to the newly acquired Oil and Gas Property and take such further actions with respect to the newly acquired Oil and Gas Property as requested by Lender.

SECTION 8.

RIGHT TO INVEST

8.1           Lender or its assignee or nominee (which assignee or nominee shall be an “Accredited Investor” pursuant to federal securities statutes and the rules and regulations promulgated pursuant thereto) shall have the right, in its discretion, to participate in any Subsequent Financing in an amount of up to $1,000,000 on the same terms, conditions and pricing afforded to the Series C Preferred stockholders.

SECTION 9.

EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall be an Event of Default:

9.1           Payments. Borrower fails to pay any amount due under this Agreement, the Notes or any of the other Loan Documents on the due date; or

9.2           Covenants. Borrower breaches or defaults in the performance of any covenant or Secured Obligation under this Agreement, the Note, or any of the other Loan Documents (except as set forth in Section 9.1), and (a) with respect to a default under any covenant under this Agreement, the Note or any of the other Loan Documents (other than under Sections 6.1, 6.3, 7.5, 7.6, 7.7, 7.8, 7.9 or 7.16) such default continues for more than fifteen (15) days after the earlier of the date on which (i) Lender has given notice of such default to Borrower and (ii) Borrower has actual knowledge of such default or (b) with respect to a default under any of Sections 6.1, 6.3, 7.5, 7.6, 7.7, 7.8, 7.9 or 7.16, the occurrence of such default; or

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9.3           Material Adverse Effect. An event has occurred that would reasonably be expected to have a Material Adverse Effect; or

9.4           Representations. Any representation or warranty made by a Borrower in any Loan Document or in the Warrant shall have been false or misleading in any material respect at the time such representation or warranty was made; or

9.5           Insolvency. (A) Borrower (i) shall make an assignment for the benefit of creditors; or (ii) shall be unable to pay its debts as they become due, or be unable to perform under the Loan Documents, or shall become Insolvent; or (iii) voluntarily seeks, consents to, or acquiesces in the benefit of any Debtor Relief Law; or (iv) shall seek or consent to or acquiesce in the appointment of any trustee, receiver, or liquidator of Borrower or of all or any substantial part (i.e., 33-1/3% or more) of the assets or property of Borrower; or (v) shall cease operations of its business as its business has normally been conducted, or terminate substantially all of its employees; or (vi) its directors or majority shareholders shall take any action initiating any of the foregoing actions described in clauses (i) through (v); or (B) either (i) forty-five (45) days shall have expired after the commencement of an involuntary action against Borrower under any Debtor Relief Law, without such action being dismissed, or all orders or proceedings thereunder affecting the operations or the business of Borrower being stayed; or (ii) a stay of any such order or proceedings shall thereafter be set aside and the action setting it aside shall not be timely appealed; or (iii) Borrower shall file any answer admitting or not contesting the material allegations of a petition filed against Borrower in any such proceedings; or (iv) the court in which such proceedings are pending shall enter a decree or order against any Borrower granting the relief sought in any such proceedings; or (v) thirty (30) days shall have expired after the appointment, without the consent or acquiescence of Borrower, of any trustee, receiver or liquidator of Borrower or of all or any substantial part of the properties of Borrower without such appointment being vacated; or

9.6           Attachments; Judgments. Any portion of Borrower’s assets in excess of $175,000 in the aggregate is attached or seized, or a levy is filed against any such assets, or a judgment or judgments is/are entered for the payment of money, individually or in the aggregate, of at least $175,000 (net of applicable insurance if the insurer has accepted coverage), or Borrower is enjoined or in any way prevented by court order from conducting any material part (either individually or in the aggregate) of its business, and such attachment, seizure, levy, judgment or enjoinment is not discharged within ten (10) days of entry thereof; or

9.7           Other Obligations. The occurrence of any default under any agreement or obligation (other than under the Loan Documents) of Borrower (and running of any cure period provided for in any such agreement or obligations) involving any Indebtedness in excess of $75,000.

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SECTION 10.

REMEDIES

10.1         General. Upon and during the continuance of any one or more Events of Default, (i) Lender may, at its option, declare the entire unpaid balance of all or any part of the Secured Obligations together with any applicable Prepayment Charge immediately due and payable (provided, that upon the occurrence of an Event of Default of the type described in Section 9.6, the Notes and all of the Secured Obligations shall automatically be accelerated and made due and payable, in each case without any further notice or act), and (ii) Lender may notify any of Borrower’s account debtors to make payment directly to Lender, compromise the amount of any such account on Borrower’s behalf and endorse Lender’s name without recourse on any such payment for deposit directly to Lender’s account. Lender may exercise all rights and remedies with respect to the Collateral under the Loan Documents or otherwise available to it under the UCC and other applicable law, including the right to release, hold, sell, lease, liquidate, collect, realize upon, or otherwise dispose of all or any part of the Collateral and the right to occupy, utilize, process and commingle the Collateral. All Lender’s rights and remedies shall be cumulative and not exclusive.

10.2         Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, Lender may, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to Borrower. Lender may require Borrower to assemble the Collateral and make it available to Lender at a place designated by Lender that is reasonably convenient to Lender and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Lender in the following order of priorities:

First, to Lender in an amount sufficient to pay in full Lender’s costs and professionals’ and advisors’ fees and expenses as described in Section 11.11;

Second, to Lender in an amount equal to the then unpaid amount of the Secured Obligations (including principal, interest, and the Default Rate interest), in such order and priority as Lender may choose in its sole discretion; and

Finally, after the full, final, and indefeasible payment in Cash of all of the Secured Obligations or to Borrower or its representatives or as a court of competent jurisdiction may direct.

Lender shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

10.3         No Waiver. Lender shall be under no obligation to marshal any of the Collateral for the benefit of Borrower or any other Person, and Borrower expressly waives all rights, if any, to require Lender to marshal any Collateral.

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10.4         Cumulative Remedies. The rights, powers and remedies of Lender hereunder shall be in addition to all rights, powers and remedies given by statute or rule of law and are cumulative. The exercise of any one or more of the rights, powers and remedies provided herein shall not be construed as a waiver of or election of remedies with respect to any other rights, powers and remedies of Lender.

SECTION 11.

MISCELLANEOUS

11.1         Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective only to the extent and duration of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

11.2         Notice. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication (including the delivery of Financial Statements) that is required, contemplated, or permitted under the Loan Documents or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by facsimile or hand delivery or delivery by an overnight express service or overnight mail delivery service; (ii) upon transmission, when sent by electronic mail, or (iii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, in each case addressed to the party to be notified as follows:

(a)          If to Lender:

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

Legal Department

Attention: Chief Legal Officer

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

Telephone: 650-289-3060

E-mail: nmartitsch@herculestech.com

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

Attention: Janice Bourque

31 St. James Avenue, Suite 790

Boston, MA 02116

Facsimile: 617-314-9997

Telephone: 617-314-9992

E-mail: jbourque@htgc.com

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(b)          If to Borrower:

GLORI ENERGY INC.

Attention: Victor M. Perez, Chief Financial Officer

4315 South Drive

Houston, Texas 77053

Facsimile: 713-237-8585

Telephone: 832-412-1432

E-mail: VPerez@glorienergy.com

With a copy to:

FULBRIGHT & JAWORSKI L.L.P.

Attn: Charles D. Powell

Fulbright Tower

1301 McKinney, Suite 5100

Facsimile: 713-651-5246

Telephone: 713-651-5431

E-mail: cpowell@fulbright.com

or to such other address as each party may designate for itself by like notice.

11.3         Entire Agreement; Amendments. This Agreement, the Notes, and the other Loan Documents constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and thereof, and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof or thereof (including Lender’s revised proposal letter dated March 16, 2012). None of the terms of this Agreement, the Notes or any of the other Loan Documents may be amended except by an instrument executed by each of the parties hereto.

11.4         No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. 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 provisions of this Agreement.

11.5         No Waiver. The powers conferred upon Lender by this Agreement are solely to protect its rights hereunder and under the other Loan Documents and its interest in the Collateral and shall not impose any duty upon Lender to exercise any such powers. No omission or delay by Lender at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by Borrower at any time designated, shall be a waiver of any such right or remedy to which Lender is entitled, nor shall it in any way affect the right of Lender to enforce such provisions thereafter.

11.6         Survival. All agreements set forth in Sections 6.3 and 8.1 of this Agreement, and the representations and warranties contained in this Agreement, the Notes and the other Loan Documents or in any document delivered pursuant hereto or thereto shall be for the benefit of Lender and shall survive the execution and delivery of this Agreement and, except with respect to Section 8.1 following the occurrence of an Initial Public Offering with respect to any Borrower, the expiration or other termination of this Agreement.

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11.7         Successors and Assigns. The provisions of this Agreement and the other Loan Documents shall inure to the benefit of and be binding on Borrower and its permitted assigns (if any). Borrower shall not assign its obligations under this Agreement, the Note or any of the other Loan Documents without Lender’s express prior written consent, and any such attempted assignment shall be void and of no effect. Subject to Section 11.12, Lender may assign, transfer, or endorse its rights hereunder and under the other Loan Documents without prior notice to Borrower, and all of such rights shall inure to the benefit of Lender’s successors and assign; provided that until Borrower has notice of such assignment, all obligations, covenants, and agreements under this Agreement shall be performed or provided to or with respect to Lender.

11.8         Governing Law. This Agreement, the Notes and the other Loan Documents have been negotiated and delivered to Lender in the State of California, and shall have been accepted by Lender in the State of California. Payment to Lender by Borrower of the Secured Obligations is due in the State of California. This Agreement, the Notes and the other Loan Documents shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

11.9         Consent to Jurisdiction and Venue. All judicial proceedings (to the extent that the reference requirement of Section 11.10 is not applicable) arising in or under or related to this Agreement, the Notes or any of the other Loan Documents may be brought in any state or federal court located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to nonexclusive personal jurisdiction in Santa Clara County, State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; and (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 11.2, and shall be deemed effective and received as set forth in Section 11.2. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

11.10      Mutual Waiver of Jury Trial/Judicial Reference.

(a)          Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF BORROWER AND LENDER SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY BORROWER AGAINST LENDER OR ITS ASSIGNEE OR BY LENDER OR ITS ASSIGNEE AGAINST BORROWER.

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This waiver extends to all such Claims, including Claims that involve Persons other than Borrower and Lender; Claims that arise out of or are in any way connected to the relationship between Borrower and Lender; and any Claims for damages, breach of contract, tort, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement or any other Loan Document.

(b)          If the waiver of jury trial set forth in Section 11.10(a) is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Santa Clara County, California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding.

(c)          In the event Claims are to be resolved by judicial reference, either party may seek from a court identified in Section 11.9, any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference.

11.11      Professional Fees. Borrower promises to pay Lender’s fees and expenses necessary to finalize the loan documentation, including but not limited to reasonable attorneys fees, UCC searches, filing costs, and other miscellaneous expenses. In addition, Borrower promises to pay any and all reasonable attorneys’ and other professionals’ fees and expenses incurred by Lender after the Closing Date in connection with or related to: (a) the Loan; (b) the collection, or enforcement of the Loan; (c) the amendment or modification of the Loan Documents; (d) any waiver, consent, release, or termination under the Loan Documents; (e) the protection, preservation, sale, lease, liquidation, or disposition of Collateral or the exercise of remedies with respect to the Collateral; (f) any legal, litigation, administrative, arbitration, or out of court proceeding in connection with or related to Borrower or the Collateral, and any appeal or review thereof; and (g) any bankruptcy, restructuring, reorganization, assignment for the benefit of creditors, workout, foreclosure, or other action related to any Borrower, the Collateral, the Loan Documents, including representing Lender in any adversary proceeding or contested matter commenced or continued by or on behalf of Borrower’s estate, and any appeal or review thereof.

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11.12         Confidentiality. Lender acknowledges that certain items of Collateral and information provided to Lender by Borrower are confidential and proprietary information of Borrower, if and to the extent such information either (x) is marked as confidential by Borrower at the time of disclosure, or (y) is information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary and their businesses, other than any such information that is available to the Lender on a non-confidential basis other than through disclosure by the Borrower or any Subsidiary (the “Confidential Information”). Accordingly, Lender agrees that any Confidential Information it may obtain in the course of acquiring, administering, or perfecting Lender’s security interest in the Collateral shall not be disclosed to any other person or entity in any manner whatsoever, in whole or in part, without the prior written consent of Borrower, except that Lender may disclose any such information: (a) to its own directors, officers, employees, accountants, counsel and other professional advisors and to its affiliates if Lender in its sole discretion determines that any such party should have access to such information in connection with such party’s responsibilities in connection with the Loan or this Agreement and, provided that such recipient of such Confidential Information either (i) agrees to be bound by the confidentiality provisions of this paragraph or (ii) is otherwise subject to confidentiality restrictions at least as protective of the Confidential Information as provided herein; (b) if such information is generally available to the public; (c) if required in any report, statement or testimony submitted to any governmental authority having or claiming to have jurisdiction over Lender; (d) if required in response to any summons or subpoena or in connection with any litigation, to the extent permitted or deemed advisable by Lender’s counsel; (e) to comply with any legal requirement or law applicable to Lender; (f) to the extent reasonably necessary in connection with the exercise of any right or remedy under any Loan Document, including Lender’s sale, lease, or other disposition of Collateral after default (provided that such recipient of such Confidential Information agrees in writing as set forth in clause (a)(i) or (a)(ii) above; (g) to any participant or assignee of Lender or any prospective participant or assignee; provided, that such participant or assignee or prospective participant or assignee agrees in writing to be bound by this Section prior to disclosure; or (h) otherwise with the prior consent of Borrower; provided, that any disclosure made in violation of this Agreement shall not affect the obligations of Borrower or any of its affiliates or any guarantor under this Agreement or the other Loan Documents.

11.13         Assignment of Rights. Borrower acknowledges and understands that Lender may sell and assign all of its interest hereunder and under the Note(s) and Loan Documents to any person or entity (an “Assignee”), subject to the terms and conditions of this Section 11.12. After such assignment and notice to Borrower of such assignment, the term “Lender” as used in the Loan Documents shall mean and include such Assignee, and such Assignee shall be vested with all rights, powers and remedies of Lender hereunder with respect to the interest so assigned; but with respect to any such interest not so transferred, Lender shall retain all rights, powers and remedies hereby given. No such assignment by Lender shall relieve Borrower of any of its obligations hereunder. Lender agrees that in the event of any transfer by it of the Note(s), it will endorse thereon a notation as to the portion of the principal of the Note(s), which shall have been paid at the time of such transfer and as to the date to which interest shall have been last paid thereon. Lender and each Assignee thereof confirm to and agree with each other and with the Borrower as follows: (i) such Assignee has received this Agreement and an original Note in the amount of the then current outstanding principal balance assigned to it, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision; (ii) notwithstanding anything to the contrary herein, if there are multiple Assignees of Lender’s interest, the Assignees holding such interests comprising sixty-seven percent (67%) or more of the then current aggregate outstanding principal balance of the original Note made by Borrower on the date of this Agreement shall irrevocably appoint an agent to take such actions on behalf of all holders of the Term Loan and to exercise such powers and rights as are provided to the Lender by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. Following any assignment hereunder by Lender, the rights set forth in Sections 9 and 10 of this Agreement shall only be exercised by the agent and must be exercised on behalf of all holders simultaneously. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the agent shall be binding on all Assigns

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11.14         Revival of Secured Obligations. This Agreement and the Loan Documents shall remain in full force and effect and continue to be effective if any petition is filed by or against Borrower for liquidation or reorganization, if Borrower becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of Borrower’s assets, or if any payment or transfer of Collateral is recovered from Lender. The Loan Documents and the Secured Obligations and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Secured Obligations or any transfer of Collateral to Lender, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Lender or by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, the Loan Documents and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to Lender in Cash.

11.15         Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

11.16         No Third Party Beneficiaries. No provisions of the Loan Documents are intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any person other than Lender and Borrower unless specifically provided otherwise herein, and, except as otherwise so provided, all provisions of the Loan Documents will be personal and solely between the Lender and the Borrower.

11.17         Publicity. Lender may use Borrower’s name and logo, and include a brief description of the relationship between Borrower and Lender, in Lender’s marketing materials, which materials are subject to Borrower’s review and approval with respect to the use of Borrower’s name and logo.

(SIGNATURES TO FOLLOW)

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IN WITNESS WHEREOF, Borrower and Lender have duly executed and delivered this Loan and Security Agreement as of the day and year first above written.

BORROWER:
GLORI ENERGY INC.
By:	/s/ Victor M. Perez
	Victor M. Perez
	Chief Financial Officer
GLORI CALIFORNIA INC.
By:	/s/ Victor M. Perez
	Victor M. Perez
	Chief Financial Officer
GLORI HOLDINGS INC.
By:	/s/ Victor M. Perez
	Victor M. Perez
	Chief Financial Officer
GLORI OIL (ARGENTINA) LIMITED
By:	/s/ Victor M. Perez
	Victor M. Perez
	Chief Financial Officer

[Signature Page to Loan and Security Agreement]

Accepted in Palo Alto, California:

LENDER:
HERUCLES TECHNOLOGY GROWTH
CAPITAL, INC.
Signature:	/s/ K. Nicholas Martitsch
Print Name:	K. Nicholas Martitsch
Title:	Associate General Counsel

[Signature Page to Loan and Security Agreement]

Table of Addenda, Exhibits and Schedules

Exhibit A:	Advance Request
	Attachment to Advance Request
Exhibit B:	Term Note
Exhibit C:	Compliance Certificate
Exhibit D:	Joinder Agreement
Exhibit E:	ACH Debit Authorization Agreement

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EXHIBIT A

ADVANCE REQUEST

To:         Lender: Date:     __________, 2006

Hercules Technology Growth Capital, Inc.

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

Attn:

Glori Energy, Inc., Glori California Inc., Glori Holdings Inc. and Glori Oil (Argentina) Limited. (collectively, “Borrower”) hereby requests from Hercules Technology Growth Capital, Inc. (“Lender”) an Advance in the amount of _____________________ Dollars ($________________) on ______________, _____ (the “Advance Date”) pursuant to the Loan and Security Agreement, dated May __, 2012 between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement.

Please:

(a)	Issue a check payable to Borrower	________
	or
(b)	Wire Funds to Borrower’s account	________
	Bank:
	Address:
	ABA Number:
	Account Number:
	Account Name:

Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had or would reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement and in the Warrant are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Lender has the right to review the financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance.

Exh. A

Borrower hereby represents that Borrower’s corporate status and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request.

Borrower agrees to notify Lender promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if Lender has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date.

Executed as of [         ], 2012.

GLORI ENERGY INC.

Signature:

Print Name:

Title:

GLORI CALIFORNIA INC.

Signature:

Print Name:

Title:

GLORI HOLDINGS INC.

Signature:

Print Name:

Title:

GLORI OIL (ARGENTINA) LIMITED

Signature:

Print Name:

Title:

Exh. A

ATTACHMENT TO ADVANCE REQUEST

Dated: _______________________

Borrower hereby represents and warrants to Lender that each Borrower’s current name and organizational status is as follows:

Name:	[                                               ]
Type of organization:	Corporation
State of organization:	[                                ]
Organization file number:

Borrower hereby represents and warrants to Lender that the street addresses, cities, states and postal codes of each Borrower’s current locations are as follows:

Exh. A

EXHIBIT B

SECURED TERM PROMISSORY NOTE

$[    ],000,000	Advance Date:  ___ __, 20[    ]
	Maturity Date:  _____ ___, 20[    ]

FOR VALUE RECEIVED, Glori Energy, Inc., a Delaware corporation, Glori California Inc., a Delaware corporation, Glori Holdings Inc., a Delaware corporation and Glori Oil (Argentina) Limited, a Delaware corporation (collectively, the “Borrower”) hereby jointly and severally promise to pay to the order of Hercules Technology Growth Capital, Inc., a Maryland corporation or the holder of this Note (the “Lender”) at 400 Hamilton Avenue, Suite 310, Palo Alto, CA 94301 or such other place of payment as the holder of this Secured Term Promissory Note (this “Promissory Note”) may specify from time to time in writing, in lawful money of the United States of America, the principal amount of [ ] Million Dollars ($[ ],000,000) or such lesser principal amount as Lender has advanced to Borrower, together with interest at a rate equal to the greater of (i) 10.0% or (ii) the sum of 10.0%, plus the Prime Rate minus 3.25% based upon a year consisting of 360 days, with interest computed daily based on the actual number of days in each month. For the purposes of this Promissory Note, the “Prime Rate” is the rate most recently announced as the “prime rate” in the Money Rates section of The Wall Street Journal.

This Promissory Note is a Note referred to in, and is executed and delivered in connection with, that certain Loan and Security Agreement dated June 11, 2012, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All payments shall be made in accordance with the Loan Agreement. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein. An Event of Default under the Loan Agreement shall constitute a default under this Promissory Note.

Borrower waives presentment and demand for payment, notice of dishonor, protest and notice of protest under the UCC or any applicable law. Borrower agrees to make all payments under this Promissory Note without setoff, recoupment or deduction and regardless of any counterclaim or defense. This Promissory Note has been negotiated and delivered to Lender and is payable in the State of California. This Promissory Note shall be governed by and construed and enforced in accordance with, the laws of the State of California, excluding any conflicts of law rules or principles that would cause the application of the laws of any other jurisdiction.

GLORI ENERGY INC.

Signature:

Print Name:

Title:

Exh. B

GLORI CALIFORNIA INC.

Signature:

Print Name:

Title:

GLORI HOLDINGS INC.

Signature:

Print Name:

Title:

GLORI OIL (ARGENTINA) LIMITED

Signature:

Print Name:

Title:

Exh. B

EXHIBIT C

COMPLIANCE CERTIFICATE

Hercules Technology Growth Capital, Inc.

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Reference is made to that certain Loan and Security Agreement dated June 11, 2012 and all ancillary documents entered into in connection with such Loan and Security Agreement all as may be amended from time to time, (hereinafter referred to collectively as the “Loan Agreement”) between Hercules Technology Growth Capital, Inc. (“Hercules”) as Lender and Glori Energy, Inc., Glori California Inc., Glori Holdings Inc. and Glori Oil (Argentina) Limited (collectively, the “Company”) as Borrower. All capitalized terms not defined herein shall have the same meaning as defined in the Loan Agreement.

The undersigned is an Officer of the Company, knowledgeable of all Company financial matters, and is authorized to provide certification of information regarding the Company; hereby certifies that in accordance with the terms and conditions of the Loan Agreement, the Company is in compliance for the period ending ___________ with all covenants, conditions and terms of the Loan Agreement and hereby reaffirms that all representations and warranties contained therein are true and correct on and as of the date of this Compliance Certificate with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, after giving effect in all cases to any standard(s) of materiality contained in the Loan Agreement as to such representations and warranties. Attached are the required documents supporting the above certification. The undersigned further certifies that, if applicable, the supporting documents are prepared in accordance with GAAP (except for the absence of footnotes with respect to unaudited financial statement and subject to normal year end adjustments) and are consistent from one period to the next except as explained below.

REPORTING REQUIREMENT	REQUIRED	CHECK IF ATTACHED
Interim Financial Statements	Monthly within 30 days
Audited Financial Statements	FYE within 150 days
	Very Truly Yours,

GLORI ENERGY INC.

Signature:

Print Name:

Title:

Exh. C

GLORI CALIFORNIA INC.

Signature:

Print Name:

Title:

GLORI HOLDINGS INC.

Signature:

Print Name:

Title:

GLORI OIL (ARGENTINA) LIMITED

Signature:

Print Name:

Title:

Exh. C

EXHIBIT D

FORM OF JOINDER AGREEMENT

This Joinder Agreement (the “Joinder Agreement”) is made and dated as of [         ], 20[      ], and is entered into by and between__________________., a ___________ corporation (“Subsidiary”), and Hercules Technology Growth Capital, Inc. as a Lender.

RECITALS

A. Subsidiary’s Affiliate, [             ] (“Company”) has entered into that certain Loan and Security Agreement dated June 11, 2012, with Lender, as such agreement may be amended (the “Loan Agreement”), together with the other agreements executed and delivered in connection therewith;

B. Subsidiary acknowledges and agrees that it will benefit both directly and indirectly from Company’s execution of the Loan Agreement and the other agreements executed and delivered in connection therewith;

AGREEMENT

NOW THEREFORE, Subsidiary and Lender agree as follows:

1.     The recitals set forth above are incorporated into and made part of this Joinder Agreement. Capitalized terms not defined herein shall have the meaning provided in the Loan Agreement.

2.     By signing this Joinder Agreement, Subsidiary shall be bound by the terms and conditions of the Loan Agreement the same as if it were the Borrower (as defined in the Loan Agreement) under the Loan Agreement, mutatis mutandis, provided however, that Lender shall have no duties, responsibilities or obligations to Subsidiary arising under or related to the Loan Agreement or the other agreements executed and delivered in connection therewith. Rather, to the extent that Lender has any duties, responsibilities or obligations arising under or related to the Loan Agreement or the other agreements executed and delivered in connection therewith, those duties, responsibilities or obligations shall flow only to Company and not to Subsidiary or any other person or entity. By way of example (and not an exclusive list): (a) Lender’s providing notice to Company in accordance with the Loan Agreement or as otherwise agreed between Company and Lender shall be deemed provided to Subsidiary; (b) a Lender’s providing an Advance to Company shall be deemed an Advance to Subsidiary; and (c) Subsidiary shall have no right to request an Advance or make any other demand on Lender.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exh. D

[SIGNATURE PAGE TO JOINDER AGREEMENT]

SUBSIDIARY:

___________________________________.

By:

Name:

Title:

Address:

Telephone: _____________

Facsimile: ______________

LENDER:

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

By:

Name:

Title:

Address:

400 Hamilton Ave., Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

Telephone: 650-289-3060

Exh. D

EXHIBIT E

ACH DEBIT AUTHORIZATION AGREEMENT

Hercules Technology Growth Capital, Inc.

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Re: Loan and Security Agreement dated _______________ between Glori Energy Inc., Glori California Inc., Glori Holdings Inc. and Glori Oil (Argentina) Limited (collectively, “Borrower”) and Hercules Technology Growth Capital, Inc. (“Company”) (the “Agreement”)

In connection with the above referenced Agreement, the Borrower hereby authorizes the Company to initiate debit entries for the periodic payments due under the Agreement to the Borrower’s account indicated below. The Borrower authorizes the depository institution named below to debit to such account.

DEPOSITORY NAME	BRANCH
CITY	STATE AND ZIP CODE
TRANSIT/ABA NUMBER	ACCOUNT NUMBER

This authority will remain in full force and effect so long as any amounts are due under the Agreement.

(Borrower)(Please Print)

By:

Date:

Exh. E

EX-10.7

EXECUTION VERSION

AMENDMENT NO. 1 TO

LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 27th day of June, 2013, among GLORI ENERGY INC., a Delaware corporation, GLORI CALIFORNIA INC., a Delaware corporation, GLORI HOLDINGS INC., a Delaware corporation and GLORI OIL (ARGENTINA) LIMITED, a Delaware corporation (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).

Recitals

A.           Borrower and Lender have entered into that certain Loan and Security Agreement dated as of June 11, 2012 (as amended, restated, or otherwise modified, the “Loan Agreement”), pursuant to which the Lender has extended and makes available to Borrower certain advances of money.

B.           Borrower desires that Lender amend the Loan Agreement upon the terms and conditions more fully set forth herein. Subject to the representations and warranties of Borrower herein and upon the terms and conditions set forth in this Amendment, Lender is willing to so amend the Loan Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing Recitals and intending to be legally bound, the parties hereto agree as follows:

1.            Amendments to Loan Agreement.

1.1           Section 1.1 (Definitions and Rules of Construction). The following definitions are hereby: (a) to the extent already defined in Section 1.1 of the Loan Agreement, amended in their entirety to read as follows, and (b) to the extent not already defined in that Section, added to Section 1.1 of the Loan Agreement in alphabetical order as follows:

““Acquisition Debt” means Indebtedness incurred by Borrower for the specific purpose of purchasing assets satisfying the definition of “Permitted Acquisition Assets”. All proceeds of Acquisition Debt shall be allocated to pay the purchase price of Permitted Acquisitions or for capital expenditures to Permitted Acquisition Assets. Acquisition Debt can only be secured by the underlying Permitted Acquisition Assets and cannot exceed the purchase price of the Permitted Acquisition Assets, plus any related upgrades and capital expenditure enhancements reasonably contemplated by Borrower. Acquisition Debt that requires security comprised of assets other than the underlying Permitted Acquisition Assets requires prior written approval of Lender and, if requested, an intercreditor/subordination agreement in form and substance satisfactory to Lender.”

“Acquisition Equity” means equity proceeds raised by the Borrower for the specific purpose of purchasing assets satisfying the definition of “Permitted Acquisitions”, which equity proceeds shall be allocated to pay the purchase price of Permitted Acquisitions or for capital expenditures to Permitted Acquisition Assets.”

“Permitted Acquisition Assets” means the assets, including but not limited to working interests, oil and gas leases, oil and other mineral properties and oil wells related thereto, oil in tanks, contract rights and crude sale agreements, proceeds from the sale of oil from the related oil field, related receivables and related inventory, tanks, wellhead equipment, gathering systems and other surface equipment and fixtures, in each case acquired by Glori Holdings Inc., or arising out of assets acquired by Glori Holdings Inc., in connection with a Permitted Acquisition.

“Permitted Acquisition” whether one or more, means the acquisition by Glori Holdings Inc. of Permitted Acquisition Assets, including not less than a majority of the leasehold working interest, in oil fields and facilities that produce oil at the time of acquisition, provided that the following conditions are satisfied to the satisfaction of Lender:

(a)          Glori Holding Inc., or a wholly owned subsidiary of Glori Holdings, Inc., is the operator of the oil field and related facilities acquired in such acquisition;

(b)          such acquisition is funded solely with Acquisition Equity and/or Acquisition Debt;

(c)          such acquired oil-producing assets are cash flow positive (net revenues exceed direct lease operating expenses) upon purchase;

(d)          such acquisition is of an oil-producing asset location in the United States of America;

(e)          such aggregate cash balance of the Borrower’s Deposit Accounts, net of the proceeds from Acquisition Debt and Acquisition Equity, shall remain the same before and after giving effect to the acquisition;

(f)          such acquisition is approved by the Board of Directors of each Borrower;

(g)          other than Acquisition Debt or with the prior written consent of Lender (and, if requested by Lender, an intercreditor/subordination agreement in form and substance satisfactory to Lender), Borrower may not incur Indebtedness in connection with the acquisition;

(h)          Glori Holding Inc. shall use its commercial reasonable efforts to obtain senior lender approval for Lender to receive a second lien on the Permitted Acquisition Assets at the time of the acquisition;

(i)          unless Holdings is required pursuant to Acquisition Debt documentation to pledge Permitted Acquisition Assets to a lender or Lender is granted a second lien on the Permitted Acquisition Assets pursuant to subsection (h) hereof, within 30 days of the consummation of the acquisition, Borrower shall take all actions required by Section 7.17 hereof to grant to Lender a first-priority Lien (subject to Permitted Liens) on such Permitted Acquisition Assets.

For purposes of clarity, all acquisitions not satisfying the requirements of the definition of “Permitted Acquisitions” require prior written consent of Lender.”

1.2           Section 1.1 (Definitions and Rules of Construction). The definition of “Permitted Indebtedness” in Section 1.1 of the Loan Agreement is amended by (a) redesignating clause (viii) thereof as clause (ix); (b) redesignating clause (ix) thereof as clause (x) and (c) clause (viii) shall read as follows:

“(viii) Acquisition Debt;”

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1.3           Section 1.1 (Definitions and Rules of Construction). The definition of “Permitted Investment” in Section 1.1 of the Loan Agreement is amended by (a) deleting the word “and” at the end of clause (xii) thereof, (b) redesignating clause (xiii) thereof as clause (xiv) and (c) clause (xiii) shall read as follows:

“(xiii) Permitted Acquisitions;”

1.4           Section 1.1 (Definitions and Rules of Construction). The definition of “Permitted Liens” in Section 1.1 of the Loan Agreement is amended by (a) deleting the word “and” at the end of clause (xvi) thereof, (b) changing the “.” at the end of clause (xvii) to “; and” and (c) adding a new clause (xviii) as follows:

“(xviii) Liens on Permitted Acquisition Assets required to be pledged to a lender pursuant to the definition of “Acquisition Debt”.

1.5           Section 2.6 (Proceeds of Permitted Acquisitions). A new Section 2.6 is added to the Loan Agreement as follows:

“Section 2.6          Sale of Permitted Acquisition Assets.      Upon the sale by Borrower of any Permitted Acquisition Asset, following payment of obligations owing to the lender(s) of Acquisition Debt provided for such Permitted Acquisition Asset, Borrower shall promptly transfer the net proceeds thereof to a Deposit Account over which Lender has a Control Agreement.”

1.6           Section 3.2. Section 3.2 of the Loan Agreement is amended and restated in its entirety as follows:

“3.2        Notwithstanding Section 3.1 hereof and except with respect to Permitted Acquisition Assets required to be pledged to a lender pursuant to the definition of “Acquisition Debt”, (a) if a Borrower raises a minimum of $55,000,000 in one or more new equity financings or (b) a Borrower completes an Initial Public Offering (a “Qualified Financing”), any additional Oil and Gas Properties acquired by each Borrower after the date of consummation of such Qualified Financing (such assets, the “After-Acquired Assets”) shall not constitute Collateral; provided, that, Borrower shall not be permitted to encumber any of these After-Acquired Assets without the prior written consent of Lender; provided, further that, if at any time after the consummation of a Qualified Financing, unrestricted cash of Borrower is less than $16,000,000 (such occurrence, a “Collateral Event”), the After-Acquired Assets shall automatically as of the date of such Collateral Event (and on any subsequent date of acquisition by any Borrower of any Oil and Gas Properties) become Collateral hereunder and Borrower shall take all commercially reasonable actions necessary to grant Lender a first priority perfected security interest in such After-Acquired Assets.”

1.7           Section 7.14 (Capital Expenditures). Section 7.14 of the Loan Agreement is amended and restated in its entirety as follows:

“7.14      Capital Expenditures.    Prior to a Qualified Financing, Borrower shall not make capital expenditures in excess of $10,000,000 in the aggregate in any fiscal year with respect to the acquisition of Oil and Gas Properties; provided that Borrower may make capital expenditures to Permitted Acquisition Assets with Acquisition Debt, Acquisition Equity and/or cash flow from Permitted Acquisition Assets.”

1.8           Section 7.17 (Additional Collateral). The first sentence of Section 7.17 of the Loan Agreement is amended and restated in its entirety as follows:

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“Prior to the occurrence of a Qualified Financing or following the occurrence of a Collateral Event, and in each case except with respect to Permitted Acquisition Assets required to be pledged to a lender pursuant to the definition of “Acquisition Debt", upon the acquisition by Borrower of any Oil and Gas Property, the Borrower shall grant, within thirty (30) days of acquisition of such Oil and Gas Property, as security for the Obligations a first-priority Lien (subject to Permitted Liens) on such additional Oil and Gas Property not already subject to a Lien created by this Agreement and the Mortgages.”

2.           Limitation. The waiver, consent and amendments set forth in this Amendment shall be limited precisely as written and shall not be deemed (a) to be a forbearance, waiver or modification of any other term or condition of the Loan Agreement or of any other instrument or agreement referred to therein or to prejudice any right or remedy which Lender may now have or may have in the future under or in connection with the Loan Agreement or any instrument or agreement referred to therein; (b) to be a consent to any future amendment or modification, forbearance or waiver to any instrument or agreement the execution and delivery of which is consented to hereby, or to any waiver of any of the provisions thereof; or (c) to limit or impair Lender’s right to demand strict performance of all terms and covenants as of any date. Except as expressly amended hereby, the Loan Agreement shall continue in full force and effect.

3.           Representations and Warranties. To induce Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender as follows:

3.1           Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;

3.2           Borrower has the corporate power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by this Amendment;

3.3           The organizational documents of Borrower delivered to Lender remain true, accurate and complete and have not been amended, supplemented or restated and are and continue to be in full force and effect;

3.4           The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, have been duly authorized;

3.5           The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not and will not contravene (a) any material Requirement of Law, (b) any material agreement binding on Borrower, (c) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;

3.6           The execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on either Borrower, except as already has been obtained or made or except for any filing, recording, or registration required by the Securities Exchange Act of 1934; and

4

3.7           This Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.

4.           Effectiveness. This Amendment shall become effective upon the satisfaction of all the following conditions precedent:

4.1           Amendment. Borrower shall have duly executed and delivered this Amendment to Lender;

4.2           Payment of Non-Renewable Facility Fee. Borrower shall have paid Lender a non-renewable fee in the amount of $30,000; and

4.3           Payment of Lender Expenses. Borrower shall have paid all Lender Expenses (including all reasonable attorneys’ fees in the amount of $5,687.50 and reasonable expenses) incurred through the date of this Amendment.

5.           Counterparts. This Amendment may be signed in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument. All counterparts shall be deemed an original of this Amendment.

6.           Integration. This Amendment and any documents executed in connection herewith or pursuant hereto contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, offers and negotiations, oral or written, with respect thereto and no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Amendment; except that any financing statements or other agreements or instruments filed by Lender with respect to Borrower shall remain in full force and effect.

7.           Governing Law; Venue. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. Borrower and Lender each submit to the exclusive jurisdiction of the State and Federal courts in Santa Clara County, California.

[signature page follows]

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Borrower:	GLORI ENERGY
	Signature:	/s/ Victor M. Perez
	Print Name:	Victor M. Perez
	Title:	CFO

GLORI CALIFORNIA INC.
Signature:	/s/ Victor M. Perez
Print Name:	Victor M. Perez
Title:	Chief Financial Officer

GLORI HOLDINGS INC.
Signature:	/s/ Victor M. Perez
Print Name:	Victor M. Perez
Title:	Chief Financial Officer

GLORI OIL (ARGENTINA) LIMITED
Signature:	/s/ Victor M. Perez
Print Name:	Victor M. Perez
Title:	Chief Financial Officer

Lender:	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
	Signature:	/s/ Ben Bang
	Print Name:	Ben Bang
	Title:	Senior Counsel

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EX-10.8

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED OR QUALIFIED FOR SALE UNDER ANY STATE OR FOREIGN SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

WARRANT AGREEMENT

To Purchase Shares of Preferred Stock of

GLORI ENERGY INC.

Dated as of June 11, 2012 (the “Effective Date”)

WHEREAS, Glori Energy Inc., a Delaware corporation (the “Company”), Glori California Inc., a Delaware corporation, Glori Holdings Inc., a Delaware corporation and Glori Oil (Argentina) Limited, a Delaware corporation have entered into a Loan and Security Agreement of even date herewith (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc., a Maryland corporation (the “Warrantholder”);

WHEREAS, the Company desires to grant to Warrantholder, in consideration for, among other things, the financial accommodations provided for in the Loan Agreement, the right to purchase shares of its Preferred Stock pursuant to this Warrant Agreement (this “Agreement”);

NOW, THEREFORE, in consideration of the Warrantholder executing and delivering the Loan Agreement and providing the financial accommodations contemplated therein, and in consideration of the mutual covenants and agreements contained herein, the Company and Warrantholder agree as follows:

SECTION 1.          GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, the Designated Warrant Number (as defined below) of fully paid and non-assessable shares of the Preferred Stock (as defined below) at the Exercise Price (as defined below). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

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

“Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. The term “person” as used in this Agreement means an individual, corporation, partnership, joint venture, limited liability company, trust, association or other entity.

1

“Business Day”means any day, except a Saturday, Sunday or legal holiday, on which banking institutions in Houston, Texas or Palo Alto, California are authorized or obligated by law or executive order to close.

“Charter” means the Company’s Certificate of Incorporation or other constitutional document, as may be amended, restated or amended and restated from time to time.

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

“Designated Warrant Number” means the quotient of the Warrant Coverage divided by the Exercise Price, which quotient, if not a whole number, shall be rounded down to the nearest whole number.

“Excluded Issuances” means any issuance or sale by the Company after the Effective Date of: (a) shares of Preferred Stock or Common Stock issued upon the exercise of this Agreement; (b) shares of Preferred Stock, Common Stock or securities (directly or indirectly) convertible into or exchangeable for Preferred Stock or Common Stock, including warrants or other rights or options to subscribe for or purchase Common Stock or Preferred Stock, issued (i) to persons in connection with a joint venture, strategic alliance or other commercial relationship with such person (including persons that are customers, suppliers and strategic partners of the Company) relating to the operation of the Company's business and not for the primary purpose of raising equity capital, (ii) in connection with a transaction in which the Company, directly or indirectly, acquires another business or its tangible or intangible assets, or (iii) to lenders as equity kickers in connection with debt financings of the Company, in each case where such transactions have been approved by the Board of Directors of the Company; (c) shares of Preferred Stock, Common Stock or securities (directly or indirectly) convertible into or exchangeable for Preferred Stock or Common Stock, including warrants or other rights or options to subscribe for or purchase Common Stock or Preferred Stock issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business; or (d) shares of Preferred Stock, Common Stock or securities (directly or indirectly) convertible into or exchangeable for Preferred Stock or Common Stock, including warrants or other rights or options to subscribe for or purchase Common Stock or Preferred Stock, that is covered by Section 8 of this Agreement.

“Exercise Price” means a purchase price of any of the following, as applicable: (a) if the Warrant is exercised with respect to Series C Preferred Stock, the lower of (i) $2.741 per share, or (ii) the Subsequent Round Securities Price Per Share (whether such Subsequent Round is with respect to Series C Preferred Stock or another Subsequent Round, at Warrantholder’s option), or (b) if the Warrant is exercised with respect to another Subsequent Round, the Subsequent Round Securities Price Per Share.

“Initial Public Offering” means the initial underwritten public offering of the Company’s Common Stock pursuant to a registration statement under the Act, which public offering has been declared effective by the Securities and Exchange Commission (“SEC”).

“Merger Event” means a merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock of another entity.

2

“Preferred Stock” means, at the Warrantholder’s option, (a) the Series C Preferred Stock of the Company, or (b) shares of any other series of preferred stock of the Company issued in a Subsequent Round prior to the Initial Public Offering. In the case of each of (a) and (b), upon and after the occurrence of an event which results in the automatic or voluntary conversion, redemption or retirement of all (but not less than all) of the outstanding shares of such Preferred Stock, including, without limitation, the consummation of an Initial Public Offering of the Common Stock in which such a conversion occurs, into shares of Common Stock (any such event referred to herein as a “Conversion Event”) then from and after the date upon which such outstanding shares are so converted, redeemed or retired, “Preferred Stock” shall mean such Common Stock. If a Conversion Event occurs with respect to a series of Preferred Stock, then in lieu of such shares of Preferred Stock that the Warrantholder would have been entitled to purchase pursuant to this Agreement prior to such Conversion Event, the Warrantholder shall thereafter be entitled to purchase such number of shares of Common Stock that the Warrantholder would have been entitled to had it exercised this Agreement with respect to such shares of Preferred Stock immediately prior to such Conversion Event and then participated in the Conversion Event.

“Purchase Price” means, with respect to any exercise of this Agreement, an amount equal to the Exercise Price as of the relevant time multiplied by the number of shares of Preferred Stock requested to be exercised under this Agreement pursuant to such exercise.

“Subsequent Round” means the closing of any Company financing involving the sale of Preferred Stock for cash which becomes effective after the Effective Date but before an Initial Public Offering. Subsequent Round shall exclude the Excluded Issuances.

“Subsequent Round Securities Price Per Share” means the lowest price per share paid by investors paying cash for Preferred Stock issued and sold by the Company in the Subsequent Round.

“Warrant Coverage” means $400,000.

SECTION 2.          TERM OF THE AGREEMENT.

Except as otherwise provided for herein, the term of this Agreement and the right to purchase Preferred Stock as granted herein (the “Warrant”) shall commence on the Effective Date and shall be exercisable for a period ending at 5:00 p.m., Houston, Texas time, on the tenth anniversary of the Effective Date, or if such day is not a Business Day, on the next preceding Business Day.

SECTION 3.          EXERCISE OF THE PURCHASE RIGHTS.

(a)         Exercise. The purchase rights set forth in this Agreement are exercisable by the Warrantholder, for all or any part of the Warrant Coverage, at any time, or from time to time, prior to the expiration of the term set forth in Section 2, by tendering to the Company at its then principal executive offices this Agreement and a notice of exercise in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly completed and executed and payment in full of the Purchase Price in accordance with the terms set forth below. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than five (5) Business Days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “Acknowledgment of Exercise”) indicating the Warrant Coverage amount which remains subject to future purchases, if any.

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The Purchase Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Preferred Stock to be exercised under this Agreement and, if applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula:

		X = Y(A-B)
		A
Where:	X =	the number of shares of Preferred Stock to be issued to the Warrantholder.
		Y =         the number of shares of Preferred Stock requested to be exercised under this Agreement.
		A =        the fair market value of one (1) share of Preferred Stock at the time of issuance of such shares of Preferred Stock.
	B =	the Exercise Price.

For purposes of the above calculation, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock:

(i)if the exercise is in connection with an Initial Public Offering, and if the Company's Registration Statement relating to such Initial Public Offering has been declared effective by the SEC and the Initial Public Offering has closed, then the fair market value per share shall be the product of (x) the initial “Price to Public” of the Common Stock specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise;

(ii)         if the exercise is after, and not in connection with an Initial Public Offering, and:

(A) if the Common Stock is traded on a securities exchange, the fair market value shall be deemed to be the product of (x) the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock was convertible at the time of the Initial Public Offering; or

(B) if the Common Stock is traded over-the-counter, the fair market value shall be deemed to be the product of (x) the average of the closing bid and asked prices quoted on the NASDAQ system (or similar system) over the five (5) day period ending three days before the day the current fair market value of the securities is being determined and (y) the number of shares of Common Stock into which each share of Preferred Stock was convertible at the time of the Initial Public Offering;

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(iii)        if at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ National Market or the over-the-counter market, the current fair market value of Preferred Stock shall be the product of (x) the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall become subject to a Merger Event, in which case the fair market value of Preferred Stock shall be deemed to be the per share value received by the holders of the Company's Preferred Stock on a common equivalent basis pursuant to such Merger Event, and (y) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise; provided, however, that if such exercise occurs on or after the time of a Conversion Event, the number of shares of Common Stock into which each share of Preferred Stock is converted shall be the number of shares of Common Stock into which each share of Preferred Stock was convertible at the time of the Conversion Event.

Upon partial exercise of the Warrant, the Company shall promptly issue an amended Agreement representing the remaining Warrant Coverage hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

(b)         Exercise Prior to Expiration. To the extent this Agreement is not previously exercised as to all Preferred Stock subject hereto, and if the fair market value of one share of the Preferred Stock is greater than the Exercise Price then in effect, this Agreement shall be deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Preferred Stock upon such expiration shall be determined pursuant to Section 3(a). To the extent this Agreement or any portion thereof is deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of shares of Preferred Stock, if any, the Warrantholder is to receive by reason of such automatic exercise.

SECTION 4.          RESERVATION OF SHARES.

During the term of this Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein, and shall have authorized and reserved a sufficient number of shares of its Common Stock to provide for the conversion of the Preferred Stock available hereunder; provided, however, that if at any time the number of authorized but unissued shares of Preferred Stock or Common Stock shall not be sufficient or shall not be sufficient to effect the conversion of the Preferred Stock available hereunder, the Company shall take such corporate action as may be necessary to increase its authorized but unissued shares of Preferred Stock or Common Stock, as applicable, to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in commercially reasonable best efforts to obtain the requisite stockholder approval of the necessary amendment to the Certificate of Incorporation.

SECTION 5.          NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Agreement, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

SECTION 6.          NO RIGHTS AS SHAREHOLDER/STOCKHOLDER.

This Agreement does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the exercise of this Agreement.

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SECTION 7.          WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Agreement. Warrantholder's initial address, for purposes of such registry, is set forth below Warrantholder's signature on this Agreement. Warrantholder may change such address by giving written notice of such changed address to the Company.

SECTION 8.          ADJUSTMENT RIGHTS.

The Exercise Price and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:

(a)          Merger Event. If at any time there shall be Merger Event, then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of preferred stock or other securities or property of the successor corporation resulting from such Merger Event that would have been issuable if Warrantholder had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of the Warrantholder after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement. Notwithstanding anything to the contrary contained herein, with respect to any Merger Event, the Warrantholder shall have the right to elect prior to the consummation of such Merger Event, to give effect to the exercise rights contained in Section 3 of this Agreement instead of giving effect to the provisions contained in this Section 8(a) with respect to this Warrant.

(b)          Reclassification of Shares. Except as set forth in Section 8(a), if the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Agreement exist into the same or a different number of securities of any other class or classes, this Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

(c)          Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, (i) in the case of a subdivision, the Exercise Price shall be proportionately decreased, or (ii) in the case of a combination, the Exercise Price shall be proportionately increased.

(d)          Stock Dividends. If the Company at any time while this Agreement is outstanding and unexpired shall:

(i)          pay a dividend with respect to the Preferred Stock payable in Preferred Stock, then the Exercise Price shall be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Preferred Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Preferred Stock outstanding immediately after such dividend or distribution; or

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(ii)make any other distribution with respect to Preferred Stock (or stock into which the Preferred Stock is convertible), except (i) any distribution specifically provided for in any other clause of this Section 8 and (ii) any accruing dividends set forth in Article FOURTH, Section B. 1. of the Company’s Charter or any comparable provision contained in the Company’s Charter for any other series of Preferred Stock issued after the Effective Date (“Accruing Dividends”), then, in each such case, provision shall be made by the Company such that the Warrantholder shall receive upon exercise or conversion of this Warrant a proportionate share of any such distribution as though it were the holder of the Preferred Stock (or other stock for which the Preferred Stock is convertible) as of the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution.

(e) Antidilution Rights. The Company shall promptly provide the Warrantholder with any restatement, amendment, modification or waiver of the Charter. The Company shall provide Warrantholder with prior written notice of any Subsequent Round to occur after the Effective Date of this Agreement, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Warrantholder to determine if a dilutive event has occurred.

(f) Notice of Adjustments. If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (and until termination of the Loan Agreement, assuming Warrantholder consents to a dividend involving cash as contemplated by Section 7.7 of the Loan Agreement); (ii) the Company shall offer for subscription prorata to the holders of any class of its Preferred Stock or other convertible stock any additional shares of stock of any class or other rights; (iii) there shall be any Merger Event; (iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (vi) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder: (A) at least twenty (20) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up; (B) in the case of any such Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least twenty (20) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall give the Warrantholder at least twenty (20) days' written notice prior to the effective date thereof.

Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Price (if the Exercise Price has been adjusted), and (D) the number of shares subject to purchase hereunder after giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address for Warrantholder set forth in the registry referred to in Section 7.

(g) Timely Notice. Failure to timely provide such notice required by subsection (f) above shall entitle Warrantholder to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Warrantholder. For purposes of this subsection (g), the notice period shall begin on the date Warrantholder receives a written notice in accordance with Section 12(g) containing all the information required to be provided in such subsection (f).

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SECTION 9.          REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

(a)  Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder's rights hereunder as of the Effective Date has been duly and validly reserved and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, that the Preferred Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws. On or prior to the Effective Date, the Company has made available to the Warrantholder true, correct and complete copies of its Charter and current bylaws. The issuance of certificates for shares of Preferred Stock upon exercise of this Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided, that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate in a name other than that of the Warrantholder, and no such issuance or delivery shall be made unless and until the person requesting such issuance has paid to the Company the amount of any such tax, or has established to the satisfaction of the Company that such tax has been paid.

(b)  Due Authority. The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted, have been duly authorized by all necessary corporate action on the part of the Company. This Agreement: (1) does not violate the Company's Charter or current bylaws; (2) does not contravene any law or governmental rule, regulation or order applicable to it; and (3) does not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, other than, in the case of (2) and (3) above, any such violation or contravention that would not have a material adverse affect on the business or financial condition of the Company. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c)  Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

(d)  Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

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(i)          The authorized capital of the Company consists of (A)100,000,000 shares of Common Stock, of which 3,066,663 shares are issued and outstanding, and (B) 10,719,511 shares of Preferred Stock, of which 521,852 are designated as Series A Preferred Stock, 2,901,052 are designated as Series B Preferred Stock and 7,296,607 are designated as Series C Preferred Stock. The following shares of Preferred Stock are issued and outstanding: 475,541 shares of Series A Preferred Stock; 2,901,052 shares of Series B Preferred Stock and 7,296,607 shares of Series C Preferred Stock.

(ii)         The Company has reserved 5,453,740 shares of Common Stock for issuance under its Glori Oil Limited Amended and Restated 2006 Stock Option and Grant Plan, under which 4,608,226 options are outstanding. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company, except for a warrant issued to Silicon Valley Bank dated August 5, 2008 and a warrant issued to GTI Glori Oil Fund I L.P. dated November 30, 2006. The Company has no outstanding loans to any employee, officer or director of the Company, and the Company agrees not to enter into any such loan or otherwise guarantee the payment of any loan made to an employee, officer or director by a third party.

(iii)        No stockholder of the Company has preemptive rights to purchase new issuances of the Company's capital stock, other than as set forth in Section 4 of the Third Amended and Restated Investors’ Rights Agreement, dated as of December 30, 2011, among the Company and the investors named therein, as amended by the First Amendment to the Third Amended and Restated Investors’ Rights Agreement, dated as of January 19, 2012, among the Company and the investors named therein (the “Investors’ Rights Agreement”).

(e)          Insurance. As of the Effective Date, the Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(f)          Other Commitments to Register Securities. Except as set forth in the Investors’ Rights Agreement, the Company is not, pursuant to the terms of any other agreement in existence as of the Effective Date, under any obligation to register under the Act any of its presently outstanding securities or any of its securities which may hereafter be issued.

(g)          Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement, and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

(h)          Compliance with Rule 144. If the Warrantholder proposes to sell Preferred Stock issuable upon the exercise of this Agreement, or the Common Stock into which it is convertible, in compliance with Rule 144 promulgated under the Act and if the Company is a reporting issuer as described in Rule 144(c)(1) promulgated under the Act, then, upon Warrantholder's written request to the Company, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements set forth in Rule 144(c)(1) promulgated under the Act, as such Rule may be amended from time to time.

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(i)          Information Rights. From the Effective Date until the date a registration statement is declared effective in connection with an Initial Public Offering, Warrantholder shall be entitled to the information rights contained in Section 7.1 of the Loan Agreement, and Section 7.1 of the Loan Agreement is hereby incorporated into this Agreement by this reference as though fully set forth herein, provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the Company to Warrantholder has been repaid. Notwithstanding anything to the contrary contained herein, only Hercules Technology Growth Capital, Inc. and its Affiliates shall be entitled to the rights set forth in this Section 9(i) for so long as Warrantholder or an Affiliate is a Warrantholder and no other assignee or transferee of this Warrant or any of the rights hereunder shall be entitled to the information rights set forth in this Section 9(i).

SECTION 10.         REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

(a)  Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein or the Common Stock issuable upon conversion of the Preferred Stock will be acquired for investment for the Warrantholder’s own account and not with a view to the sale or distribution of any part thereof, and the Warrantholder has, and at the time of exercise will have, no present intention of selling or engaging in any public distribution of the same except pursuant to registration or exemption under the Act.

(b)  Private Issue. The Warrantholder understands (i) that the Preferred Stock (and the Common Stock issuable upon conversion of the Preferred Stock) issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, (ii) that this Warrant and the Preferred Stock (and the Common Stock issuable upon conversion of the Preferred Stock) to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Act only in certain limited circumstances, and (iii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

(c)  Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of the investment in this Warrant. The Warrantholder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial condition of the Company.

(d)  Risk of No Registration. The Warrantholder understands that if the Company does not register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a registration statement covering the securities under the Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Agreement or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of (A) its rights hereunder to purchase Preferred Stock or (B) Preferred Stock issued or issuable hereunder which might be made by it in reliance upon Rule 144 promulgated under the Act may be made only in accordance with the terms and conditions of that Rule.

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(e)  Accredited Investor. Warrantholder is an “accredited investor” within the meaning of the Rule 501 of Regulation D promulgated under the Act, as presently in effect.

(f)  Authorization. The Warrantholder has full power and authority to enter into this Agreement. This Agreement constitutes a legal, valid and binding agreement of the Warrantholder, enforceable in accordance with its terms.

(g) Agreement to Comply with the Securities Act; Legend. The Warrantholder, by acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section 10(g) and the restrictive legend requirements set forth on the face of this Warrant and further agrees that such Warrantholder shall not offer, sell or otherwise dispose of this Warrant or any shares of Preferred Stock or Common Stock to be issued upon exercise hereof except under circumstances that will not result in a violation of the Act. This Warrant and all Preferred Stock and Common Stock issued upon exercise of this Warrant (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the form set forth on the first page of this Agreement.

(h)  Voting Agreement. Notwithstanding anything to the contrary contained herein, if this Warrant is exercised in whole or in part during the term of the Third Amended and Restated Voting Agreement, dated as of December 30, 2011, among the Company, each holder of the Company’s preferred stock and the holders of Common Stock named therein, as amended by the First Amendment to the Third Amended and Restated Voting Agreement, dated as of January 19, 2012, among the Company, each holder of the Company’s preferred stock and the holders of Common Stock named therein (as such agreement may be amended or amended and restated from time to time, the “Voting Agreement”), the Warrantholder shall become a party to the Voting Agreement by executing an Adoption Agreement or a counterpart signature page to the Voting Agreement agreeing to be bound by and subject to the terms of the Voting Agreement and any other documents required to be executed and delivered by the Voting Agreement, all in accordance with Section 6.1 of the Voting Agreement, as such provision may be amended or amended and restated from time to time. Compliance with this Section 10(h) shall be a precondition to the exercise of this Warrant and the issuance by the Company of any securities hereunder.

(i)   Lock-up Agreement. On or prior to the Effective Date, the Warrantholder shall enter into a lockup agreement in favor of the underwriters in connection with the Company’s contemplated initial public offering, as described in the Company’s Registration Statement on Form S-1 (333-177172), as amended, filed with the SEC.

SECTION 11. TRANSFERS.

In connection with a collateral arrangement arising out of Warrantholder’s borrowing arrangements with its lenders, each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank (and subject to the other transfer requirements set forth in this Section 11), shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. Subject to compliance with applicable federal and state securities laws, the transfer conditions referred to in the legend endorsed hereon and the transfer conditions set forth in this Section 11, this Warrant and all rights hereunder are transferable, in whole or in part, by the Warrantholder without charge to the Warrantholder, upon surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”), together with funds sufficient to pay any transfer taxes described in Section 9(a) in connection with the making of such transfer. Upon such compliance, surrender and delivery and, if required, such payment, the transfer of the Warrant shall be recorded on the books of the Company and the Company shall execute and deliver a new Warrant in the name of the assignee or assignees and in the denominations specified in such Transfer Notice, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled. The Warrantholder shall not transfer the Warrant or any of the rights hereunder without the prior written approval of the Company, which approval shall not be unreasonably withheld, to any individual, person, corporation, partnership or other entity that is a direct competitor of the Company. Notwithstanding anything to the contrary contained herein, no assignee or transferee of this Warrant or any of the rights hereunder (except any Affiliate of Warrantholder) shall be entitled to the information rights set forth in Section 9(i) of this Agreement or any other non-public information relating to the Company.

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SECTION 12. MISCELLANEOUS.

(a)          Effective Date. The provisions of this Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the parties hereto on the date hereof. This Agreement shall be binding upon any successors and assigns of the Company and the successors and permitted assigns of the Warrantholder.

(b)          Remedies. In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where such party will not have an adequate remedy at law and where damages will not be readily ascertainable. Each party to this Agreement expressly agrees that it shall not oppose an application by the other party or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the breaching party from continuing to commit any such breach of this Agreement.

(c)          No Impairment of Rights. The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in a commercially reasonable manner assist in the carrying out of all such terms.

(d)          Additional Documents. The Company, upon execution of this Agreement, shall provide the Warrantholder with certified resolutions relating to (i) the reservation of the Preferred Stock issuable upon exercise of the Warrantholder’s rights hereunder as of the Effective Date and (ii) the authorization of the execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to the Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which it may be converted.

(e)          Attorney's Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys' fees and expenses and all costs of proceedings incurred in enforcing this Agreement. For the purposes of this Section 12(e), attorneys' fees shall include without limitation fees incurred in connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other activity of any kind in connection with an insolvency proceeding; (iv) garnishment, levy, and debtor and third party examinations; and (v) post-judgment motions and proceedings of any kind, including without limitation any activity taken to collect or enforce any judgment.

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(f)          Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

(g)          Notices. Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication that is required, contemplated, or permitted under this Agreement or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by facsimile or hand delivery if transmission or delivery occurs on a Business Day at or before 5:00 pm in the time zone of the recipient, or, if transmission or delivery occurs on a non-Business Day or after such time, the first Business Day thereafter, or the first Business Day after deposit with an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, and shall be addressed to the party to be notified as follows:

If to Warrantholder:

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

Legal Department

Attention: Chief Legal Officer and Manuel Henriquez

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

Telephone: 650-289-3060

With a copy to:

SIDLEY AUSTIN LLP

Attn: Pamela J. Martinson

1001 Page Mill Road, Bldg. 1

Palo Alto, CA 94304

Facsimile: 650-565-7100

Telephone: 650-565-7044

(i)          If to the Company:

GLORI ENERGY INC.

Attention: Victor M. Perez, Chief Financial Officer

4315 South Drive

Houston, Texas 77053

Facsimile: 713-237-8585

Telephone: 832-412-1432

With a copy to:

FULBRIGHT & JAWORSKI L.L.P.

Attn: Charles D. Powell

Fulbright Tower

1301 McKinney, Suite 5100

Facsimile: 713-651-5246

Telephone: 713-651-5431

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or to such other address as each party may designate for itself by like notice.

(h)          Entire Agreement; Amendments. This Agreement constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof (including Lender's revised proposal letter dated March 16, 2012). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

(i)          Headings. The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

(j)          Advice of Counsel. Each of the parties represents to each other party hereto that it has discussed (or had an opportunity to discuss) with its counsel this Agreement and, specifically, the provisions of Sections 12(m), 12(n), 12(o), 12(p) and 12(r).

(k)          No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. 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 provisions of this Agreement.

(l)          No Waiver. No omission or delay by a party to this Agreement at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the other party to this Agreement at any time designated, shall be a waiver of any such right or remedy, nor shall it in any way affect the right of such party to enforce such provisions thereafter.

(m)         Survival. Except as otherwise provided herein, all agreements set forth in Sections 10(g), 10(h) and 12(r) hereof and all representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.

(n)          Governing Law. This Agreement has been negotiated and delivered to Warrantholder in the State of California, and shall have been accepted by Warrantholder in the State of California. Delivery of Preferred Stock to Warrantholder by the Company under this Agreement is due in the State of California. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

(o)          Consent to Jurisdiction and Venue. All judicial proceedings arising in or under or related to this Agreement may be brought in any state or federal court located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (i) consents to nonexclusive personal jurisdiction in Santa Clara County, State of California; (ii) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; and (iii) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 12(g), and shall be deemed effective and received as set forth in Section 12(g). Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

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(p)Mutual Waiver of Jury Trial/Judicial Reference.

(i)          Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE COMPANY AND WARRANTHOLDER SPECIFICALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY THE COMPANY AGAINST WARRANTHOLDER OR ITS ASSIGNEE OR BY WARRANTHOLDER OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve Persons other than the Company and Warrantholder; Claims that arise out of or are in any way connected to the relationship between the Company and Warrantholder; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement.

(ii)          If the waiver of jury trial set forth in Section 12(p)(i) is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Santa Clara County, California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding.

(iii)        In the event Claims are to be resolved by judicial reference, either party may seek from a court identified in Section 12(o), any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference.

(q)          Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

(r)          Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to Warrantholder by reason of the Company’s failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable by Warrrantholder. If Warrantholder institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that Warrantholder has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its officers thereunto duly authorized as of the Effective Date.

COMPANY:	GLORI ENERGY INC.
		By:	/s/ Victor M. Perez
			Victor M. Perez
			Chief Financial Officer

WARRANTHOLDER:	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
		By:	/s/ K. Nicholas Martitsch
			K. Nicholas Martitsch
		Title:	Associate General Counsel

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EXHIBIT I

NOTICE OF EXERCISE

To: [____________________________]

(1) The undersigned Warrantholder hereby elects to purchase [_______] shares of the Series [__] Preferred Stock of [_________________], pursuant to the terms of the Agreement dated the [___] day of [______, _____] (the “Agreement”) between [_________________] and the Warrantholder, and [CASH PAYMENT: tenders herewith payment of the Purchase Price in full, together with all applicable transfer taxes, if any.] [NET ISSUANCE: elects pursuant to Section 3(a) of the Agreement to effect a Net Issuance.]

(2) Please issue a certificate or certificates representing said shares of Series [__] Preferred Stock in the name of the undersigned or in such other name as is specified below and that Warrant Coverage in the amount of $[         ] remains under the Agreement.

(3) In connection with the exercise of the Warrant, the Warrantholder hereby confirms that each of the representations and warranties made by the Warrantholder in Section 10(a) through Section 10(e) of the Agreement are accurate in all respects as of the date of this Notice of Exercise as if made on the date hereof.

(Name)

(Address)

WARRANTHOLDER:            HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

By:

Title:

Date:

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EXHIBIT II

ACKNOWLEDGMENT OF EXERCISE

The undersigned [____________________________________], hereby acknowledge receipt of the “Notice of Exercise” from Hercules Technology Growth Capital, Inc. to purchase [____] shares of the Series [__] Preferred Stock of [_________________], pursuant to the terms of the Agreement, and further acknowledges that [$______] of Warrant Coverage remains subject to the terms of the Agreement.

COMPANY:	GLORI ENERGY, INC.
	By:
	Title:
	Date:

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EXHIBIT III

TRANSFER NOTICE

(To transfer or assign the foregoing Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred and assigned to

_________________________________________________________________

(Please Print)

whose address is___________________________________________________

_________________________________________________________________

Dated: ____________________________________

Holder's Signature:    _______________________________

Holder's Address:     _______________________________

_____________________________________________________

Signature Guaranteed: ____________________________________________

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Agreement.

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EX-10.9

Execution Version

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (the “Agreement”) is made and entered into as of May 31, 2011, by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and Energy Technology Ventures, LLC, a Delaware limited liability company (the “Purchaser”).

A.            The Company currently requires funds for product development and other general corporate purposes.

B.             The Purchaser is willing to advance funds to the Company in exchange for the issuance to it of a convertible promissory note evidencing the Company’s obligation to repay the Purchaser’s loan of the advanced funds, all as provided in this Agreement.

NOW THEREFORE, the parties hereby agree as follows:

ARTICLE 1

PURCHASE, SALE AND TERMS OF NOTE

1.01         The Note. The Company has authorized the issuance and sale to the Purchaser of the Company’s Convertible Promissory Note, in the original aggregate principal amount of $1,500,000, in the form attached hereto as Exhibit A (the “Note”).

1.02         Purchase and Sale of the Note.

(a)The Closing. The Company agrees to issue and sell to the Purchaser, and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase the Note in the principal amount of $1,500,000 (such amount, the “Purchase Price”). Such purchase and sale shall take place at a closing (the “Closing”) to be held at the Washington D.C. offices of Goodwin Procter LLP, on the date hereof at 12:00 p.m., local time, or at such other time or place as may be mutually agreed upon by the Company and the Purchaser. At the Closing, the Purchaser will deliver to the Company, as payment in full for the Note to be purchased by the Purchaser at the Closing, an amount equal to the Purchase Price by wire transfer of immediately available funds to the Company. At the Closing, the Company will issue and deliver to the Purchaser the duly executed Note. The Company shall send the Note to the Purchaser at the address furnished to the Company for that purpose.

1.03         No Usury. Each of this Agreement and the Note issued pursuant to the terms of this Agreement is hereby expressly limited so that in no event whatsoever, whether by reason of deferment or advancement of loan proceeds, acceleration of maturity of the loan evidenced hereby, or otherwise, shall the amount paid or agreed to be paid to the Purchaser hereunder for the loan, use, forbearance or detention of money exceed the maximum interest rate permitted by the laws of the State of New York. If at any time the performance of any provision hereof or any Note involves a payment exceeding the limit of the price that may be validly charged for the loan, use, forbearance or detention of money under applicable law, then automatically and retroactively, ipso facto, the agreed upon interest rate as set forth in the Note shall be reduced to such limit, it being the specific intent of the Company and the Purchaser hereof that all payments by the Company under the Note shall be applied first to any fees and expenses due and payable thereunder, then to the accrued interest due and payable thereunder and the remainder, if any, to the outstanding principal. All payments by the Company under the Note shall be made without set-off or counterclaim and be free and clear and without any deduction or withholding for any taxes or fees of any nature whatever, unless the obligation to make such deduction or withholding is imposed by law.

ARTICLE 2

CONDITIONS TO THE PURCHASER’S OBLIGATIONS

The obligations of the Purchaser to purchase and pay for the Note to be purchased by it at the Closing are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

2.01         Representations and Warranties. Each of the representations and warranties of the Company set forth in Article 3 hereof shall be true in all material respects on the date of the Closing.

2.02         Performance by the Company. The Company shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing and shall have obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein.

2.03         Delivery of Note. The Company shall have executed and delivered to the Purchaser the Note, in the form attached hereto as Exhibit A.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as follows, each of which representation and warranty is true and correct as of the date hereof:

(a)     The Company is a corporation duly organized, validly existing, and in good standing in the State of Delaware.

(b)     The Company has the corporate power and authority to own and operate its properties and to carry on its business as now conducted and as currently proposed to be conducted.

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(c)     The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the Note and to carry out and perform its obligations under the terms of this Agreement and the Note.

(d)     The execution and delivery of this Agreement and the Note by the Company and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. Each of this Agreement and the Note has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application relating to or affecting enforcement of creditors’ rights and laws concerning equitable remedies. The execution and delivery of this Agreement and the Note by the Company and the consummation of the transactions contemplated hereby and thereby will not (i) result in a material violation of any provision of law, any order of any court or other agency of government, the certificate of incorporation or bylaws of the Company, (ii) result in a material violation of any provision of any indenture, agreement or other instrument to which the Company, or any of its properties or assets is bound, or result in a material breach of or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any lien, charge, restriction, encumbrance, or, to the Company’s knowledge, claim of any nature whatsoever upon any of the properties or assets of the Company, or (iii) require the consent or approval of any third party.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.01         Representations of the Purchaser. The Purchaser represents and warrants to the Company as follows, each of which representation and warranty is true and correct as of the date hereof:

(a)     The Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms, and it was not organized for the specific purpose of acquiring the Note or any securities issuable upon conversion of the Note.

(b)     This Agreement has been duly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable in accordance with the terms of the Agreement.

(c)     The Purchaser is an “accredited investor” as that term is defined in Rule 501 promulgated under the Securities Act of 1933, as amended.

(d)     The Note is being acquired by the Purchaser, and any securities issuable upon conversion of the Note will be acquired by the Purchaser, for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any securities issuable upon conversion of the Note.

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(e)     The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the issuance of the Note with the Company’s management and has had an opportunity to review the Company’s facilities.

(f)      The Purchaser understands that any securities issuable upon conversion of the Note have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that any securities issuable upon conversion of the Note are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold any securities issuable upon conversion of the Note indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify any securities issuable upon conversion of the Note for resale except as set forth in the Rights Agreement (as defined below).

(g)     The Purchaser understands that no public market now exists for any securities issuable upon conversion of the Note, and that the Company has made no assurances that a public market will ever exist for any such securities.

(h)     The Purchaser understands that any securities issuable upon conversion of the Note, may bear one or all of the following legends, or legends to the following effect:

(A)      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED AND QUALIFIED OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE OF ANY PROPOSED SALE OR TRANSFER WITH THE REQUIREMENTS OF THE SECURITIES ACT.”

(B)      Any legend required by the securities laws of any state to the extent such laws are applicable to any securities issuable upon conversion of the Note represented by the certificate so legended.

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ARTICLE 5

COVENANTS OF THE COMPANY

5.01         Affirmative Covenants. Until the Note is converted pursuant to the provisions of Section 3 of the Note or all obligations thereunder are repaid in full, the Company hereby covenants to do the following:

(a)     Notice of Default. The Company shall provide to the Purchaser, within five (5) business days of becoming aware of the occurrence thereof, notice of any Event of Default (as defined in Article 6).

(b)     Hiring of Chief Financial Officer or Controller. The Company shall use its commercially reasonable efforts, on or before the Maturity Date (as defined in the Note), to hire a Chief Financial Officer or Controller who is reasonably acceptable to the Company’s Board of Directors.

(c)     Pilot Project Updates. The Company shall track the performance and costs of its active pilot projects and deliver a report of such performance and costs (the “Pilot Project Report”) to the Board of Directors of the Company within thirty (30) calendar days after the end of each fiscal quarter, and the Company shall deliver the Pilot Project Report to the Purchaser within ten (10) calendar days after the delivery of the Pilot Project Report to the Board of Directors of the Company.

(d)     Insurance. The Company shall maintain in full force and effect insurance coverage that is adequate by industry standards for similarly situated businesses.

(e)     Information and Inspection Rights. The Company shall (i) deliver the same reports to the Purchaser as are required to be delivered to Major Investors (as such term is defined in that certain Second Amended and Restated Investors’ Rights Agreement, dated as of October 15, 2009, by and among the Company and the Purchasers named therein, as amended by that certain Amendment No. 1, dated as of the same date hereof (such agreement, as amended, the “Rights Agreement”) pursuant to Section 3.1 of the Rights Agreement, and (ii) provide the Purchaser with the same visitation and inspection rights that are provided to Major Investors (as such term is defined in the Rights Agreement) pursuant to Section 3.2 of the Rights Agreement.

(f)      Maintain Existence. The Company shall reserve and keep in full force and effect its existence as a corporation in good standing and its right to conduct its business in all jurisdictions in which it conducts business except to the extent that the failure to do so would not have a material adverse effect on the Company.

(g)     Licenses. The Company shall keep all licenses needed to operate the Company’s business valid and in full force and effect except to the extent that the failure to do so would not have a material adverse effect on the Company.

(h)     Compliance with Laws. The Company will comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of any governmental authority.

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(i)      Tax. The Company will timely file any and all tax returns and timely pay any and all taxes; provided, however, that the Company will not be required to pay any such tax so long as (i) such tax is not yet due and payable without penalty or interest, or (ii) the legality of such tax will be contested in good faith and the Company has established adequate reserves with respect to such contested tax.

5.02         Negative Covenants. Until the Note is converted or all obligations thereunder are repaid in full, the Company hereby covenants that, from the period beginning on the date hereof and ending on the Maturity Date (as defined in the Note) or any earlier conversion or permitted repayment of the Note in full, neither the Company nor any of its subsidiaries shall, without obtaining the Purchaser’s prior written consent, which such consent shall not be unreasonably withheld, delayed or conditioned, become a party to any other instrument or agreement that evidences or otherwise incurs indebtedness for borrowed money that is senior or pari passu to the indebtedness evidenced by the Note excluding trade payables and other obligations incurred in the ordinary course of business.

ARTICLE 6

EVENTS OF DEFAULT

6.01        Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” under this Agreement:

(a)     The Company shall fail to pay all principal and interest due at the Maturity Date (as defined in the Note);

(b)     There shall occur any failure by the Company to perform any of its obligations under this Agreement or the Note promptly when due which failure (i) cannot be cured or (ii) if curable, is not cured by the Company within sixty (60) days after written notice thereof is delivered by the Purchaser to the Company describing such failure in reasonable detail (provided, that notwithstanding the foregoing, any failure by the Company to perform its obligations under Section 5.02 hereof shall automatically be deemed to be an “Event of Default” without any period for cure; provided, further, no Event of Default pursuant to Section 6.1(a) above shall be subject to cure);

(c)     There shall be any material breach or inaccuracy of the representations and warranties of the Company contained in this Agreement or contained in that certain First Amendment to Series B Preferred Stock Purchase Agreement, dated as of the same date hereof, by and among the Company and the Purchasers named therein.

(d)     The Company shall (i) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of it or of all or substantially all of its assets, (ii) be generally unable to pay its debts as the debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code of the United States as now or hereafter in effect (the “Bankruptcy Code”), (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vi) fail to controvert within ninety (90) days, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code or other applicable bankruptcy law or (vii) take any corporate action for the purpose of effecting any of the foregoing;

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(e)     Without its application, approval or consent, a proceeding shall be commenced, in any court of competent jurisdiction, seeking in respect of the Company the liquidation, reorganization, dissolution, winding up, or composition or readjustment of debt, the appointment of a trustee, receiver, liquidator or the like of such entity or of all or any substantial part of its assets, or other like relief in respect of such entity under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts; and, if the proceeding is being contested in good faith by such entity, the same shall continue undismissed, or unstayed and in effect for any period of sixty (60) consecutive days, or an order for relief against such entity shall be entered in any case under the Bankruptcy Code or other applicable bankruptcy law; or

(f)      Any material default or event of default under any other instrument or agreement to which the Company or any subsidiary is a party that evidences indebtedness in excess of $250,000 that has not otherwise been forgiven or cured within 30 days of the date of such default or event of default.

ARTICLE 7

MISCELLANEOUS

7.01         No Waiver; Cumulative Remedies. No failure or delay on the part of any party to this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver hereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

7.02         Amendments, Waivers and Consents. Any provision in this Agreement to the contrary notwithstanding, changes in or additions to this Agreement or the Note may only be made, and compliance with any covenant or provision herein or therein set forth may only be omitted or waived, in writing signed by the Company and the Purchaser. Any amendment or waiver effected in accordance with this Section 7.02 shall be binding upon the holder of Note then outstanding and any future holder of the Note, and the Company.

7.03         Addresses for Notices. Any notice required or permitted hereunder shall be given in writing and shall be conclusively deemed effectively given upon personal delivery or delivery by courier, or on the first business day after transmission if sent by confirmed facsimile transmission, or four (4) business days after deposit in the United States mail, by registered or certified mail, postage prepaid, addressed to the address set forth below the Company’s and the Purchaser’s name on the signature page of this Agreement, or at such other address as the Company or the Purchaser may designate by advance written notice to the other party hereto.

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For purposes of this Section 7.03, a “business day” means a weekday on which banks are open for general banking business in New York City, New York.

7.04         Binding Effect; Assignment. The terms and conditions of this Agreement shall be binding upon and inure to the benefit of the Company and the Purchaser and their respective heirs, successors and assigns.

7.05         Headings; Interpretation. In this Agreement, (i) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (ii) the captions and headings are used only for convenience and are not to be considered in construing or interpreting this Agreement and (iii) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”. All references in this Agreement to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

7.06         No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s or broker’s fee or commission in connection with the transactions contemplated by this Agreement. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee (and any asserted liability) for which the Purchaser or any of its directors, officers, partners, members, employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee (and any asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

7.07         Survival of Representations and Warranties. All representations and warranties made in this Agreement or the Note, or made in any other instrument or document delivered in connection herewith or therewith, shall survive the execution and delivery hereof or thereof, and the Closing, and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Purchaser or the Company, as the case may be.

7.08         Prior Agreements. This Agreement and the Note (including any provisions of other agreements specifically referred to herein or therein) constitute the entire agreement between the parties and supersedes any other prior understandings or agreements concerning the subject matter hereof.

7.09         Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

7.10         Governing Law. This Agreement shall be governed by, and construed in accordance with, the Delaware General Corporation Law as to matters within the scope thereof, and as to all other matters shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to principles of conflict of laws or choice of laws.

7.11         Payment of Fees. At the Closing, all reasonable and documented expenses, including legal fees and out of pocket expenses of the counsel for the Purchaser, related to the financing to which this Agreement and the Note relate, incurred by the Purchaser, up to an aggregate maximum amount of $10,000, shall be paid by the Company.

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7.12         Counterpart; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart. This Agreement may be executed and delivered by facsimile, or by e-mail in portable document format (.pdf) or other electronic means, and delivery of the signature page by such method shall be deemed to have the same effect as if the original signature had been delivered to the other parties.

7.13         Entire Agreement. This Agreement, together with all exhibits hereto and the Note, constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof.

7.14         Further Assurances. From and after the date of this Agreement, upon the request of the Purchaser or the Company, the Company and the Purchaser shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day, month and year first above written.

Company:
By:	/s/ Stuart Page
	Stuart Page
	Chief Executive Officer
Address:  4315 South drive
Houston, Tx 77053
ENERGY TECHNOLOGY VENTURES, LLC
By:	/s/ Patrick Goff
Name:	Patrick Goff
Title:	Senior Vice President
Address:
c/o GE Capital, Equity
Attn: Account Manager, Equity
201 Merritt 7
Norwalk, CT 06851
Fax: (203) 956-4005
With a copy to (which shall not constitute notice):
c/o GE energy Financial Services
Attn: Portfolio Manager, VC
800 Long Ridge Road
Stamford, CT 06927
Fax: (203) 585-0758

Signature Page to Glori Oil Note Purchase Agreement

Exhibit A

Form of Convertible Promissory Note

A-1

EX-10.10

Execution Version

GLORI ENERGY INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

DECEMBER 30, 2011

TABLE OF CONTENTS

			Page
1.	PURCHASE AND SALE OF PREFERRED STOCK		1
	1.1	Sale and Issuance of Series C Preferred Stock	1
	1.2	Subsequent Closing	1
	1.3	Closing; Delivery	2
	1.4	Use of Proceeds	2
	1.5	Defined Terms Used in this Agreement	2
2.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY		3
	2.1	Organization, Good Standing, Corporate Power and Qualification	4
	2.2	Capitalization	4
	2.3	Subsidiaries	6
	2.4	Authorization	6
	2.5	Valid Issuance of Shares	6
	2.6	Governmental Consents and Filings	6
	2.7	Litigation	7
	2.8	Intellectual Property	7
	2.9	Compliance with Other Instruments	8
	2.10	Agreements; Actions	8
	2.11	Certain Transactions	9
	2.12	Rights of Registration and Voting Rights	9
	2.13	Absence of Liens	9
	2.14	Financial Statements	10
	2.15	Changes	10
	2.16	Employee Matters	10
	2.17	Tax Returns and Payments	12
	2.18	Insurance	12
	2.19	Confidential Information and Invention Assignment Agreements	12
	2.20	Permits	12
	2.21	Corporate Documents	12
	2.22	Real Property Holding Corporation	13
	2.23	Environmental and Safety Laws	13

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	2.24	Qualified Small Business Stock	13
	2.25	Disclosure	13
3.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS		14
	3.1	Authorization	14
	3.2	Purchase Entirely for Own Account	14
	3.3	Disclosure of Information	14
	3.4	Restricted Securities	14
	3.5	No Public Market	15
	3.6	Legends	15
	3.7	Accredited Investor	15
	3.8	Foreign Investors	15
	3.9	No General Solicitation	16
	3.10	Exculpation Among Purchasers	16
	3.11	Residence	16
	3.12	Bridge Note	16
4.	CONDITIONS TO THE PURCHASERS’ OBLIGATIONS		16
	4.1	Representations and Warranties	16
	4.2	Performance	16
	4.3	Compliance Certificate	16
	4.4	Qualifications	17
	4.5	Board of Directors	17
	4.6	Indemnification Agreements	17
	4.7	Third Amended and Restated Investors’ Rights Agreement	17
	4.8	Third Amended and Restated Right of First Refusal and Co-Sale Agreement	17
	4.9	Third Amended and Restated Voting Agreement	17
	4.10	Restated Certificate	17
	4.11	Secretary’s Certificate	17
	4.12	Legal Opinion	17
	4.13	Proceedings and Documents	17
	4.14	Minimum Initial Closing Proceeds	17
5.	CONDITIONS OF THE COMPANY’S OBLIGATIONS		18
	5.1	Representations and Warranties	18

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	5.2	Performance	18
	5.3	Qualifications	18
	5.4	Third Amended and Restated Investors’ Rights Agreement	18
	5.5	Third Amended and Restated Right of First Refusal and Co-Sale Agreement	18
	5.6	Third Amended and Restated Voting Agreement	18
	5.7	Representation Letter	18
6.	MISCELLANEOUS		18
	6.1	Survival of Warranties	18
	6.2	Successors and Assigns	18
	6.3	Governing Law	19
	6.4	Counterparts; Facsimile	19
	6.5	Titles and Subtitles	19
	6.6	Notices	19
	6.7	No Finder’s Fees	19
	6.8	Fees and Expenses	19
	6.9	Attorney’s Fees	20
	6.10	Amendments and Waivers	20
	6.11	Severability	20
	6.12	Delays or Omissions	20
	6.13	Entire Agreement	20
	6.14	Dispute Resolution	20
	6.15	Indemnification.	21
	6.16	No Commitment for Additional Financing	22

Exhibit A	Schedule of Purchasers
Exhibit B	Form of Amended and Restated Certificate of Incorporation

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SERIES C PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 30^th day of December 2011, by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and the purchasers listed from time to time on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company desires to sell to the Purchasers, and the Purchasers desire to purchase from the Company, shares of Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), to be authorized by the Company pursuant to the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties hereto hereby agree as follows:

1.            Purchase and Sale of Preferred Stock.

1.1         Sale and Issuance of Series C Preferred Stock.

(a)          The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).

(b)          Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Initial Closing, and the Company agrees to sell and issue to the Purchasers at the Initial Closing, that number of shares of Series C Preferred Stock set forth in the column designated “Initial Closing Shares” opposite such Purchaser’s name on Exhibit A, at a purchase price of $2.741 per share. The consideration for the purchased shares of Series C Preferred Stock shall be paid in cash or by the cancellation of indebtedness of the Company to any Purchaser (such cancellation of principal and accrued but unpaid interest is set forth on Exhibit A under the heading “Principal/Interest/Total Amount of Surrendered Debt.” The shares of Series C Preferred Stock, when issued to the Purchasers pursuant to this Agreement (including any Additional Initial Closing Shares, as defined below), shall be referred to in this Agreement as the “Shares.”

1.2         Subsequent Closing. On or prior to January 16, 2012, the Company may sell, on the terms and conditions contained in this Agreement, up to an aggregate of 4,420,563 additional shares of Series C Preferred Stock (the “Additional Initial Closing Shares”) to (i) Gentry Glori Energy Investment LLC, (ii) Advantage Capital Partners or an Affiliate, (iii) any holder of the Company’s Series B Preferred Stock or (iv) such other purchasers to be determined by the Company. In such event, Exhibit A to this Agreement shall be amended and updated by the Company to reflect the number of Additional Initial Closing Shares sold by the Company. The Additional Initial Closing Shares shall be deemed sold as of the date of the Initial Closing for the purposes of Article Fourth, Section B, Subsection 1 of the Restated Certificate. As a condition to the sale by the Company to the purchasers contemplated by this Section 1.2, such purchasers shall, to the extent required by the Company, deliver to the Company a representation letter in form and substance satisfactory to the Company.

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1.3         Closing; Delivery.

(a)          The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m., Houston, Texas time, on December 30, 2011, or at such other time and place as the Company and the Purchasers purchasing a majority of the Initial Closing Shares mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”).

(b)          The purchase and sale of any Additional Initial Closing Shares shall take place remotely via the exchange of documents and signatures, at such time and place as the Company and the Purchasers purchasing a majority of the Additional Initial Closing Shares mutually agree on, orally or in writing, subject to the limitations set forth in Section 1.2 (which time and place are designated as the “Additional Closing” and together with the Initial Closing, each referred to herein as, a “Closing”).

(c)          At each Closing, the Company shall deliver to the Purchasers a certificate representing the Shares being purchased by the Purchasers at such Closing against payment of the purchase price therefor by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to the Purchasers, including interest, or by any combination of such methods.

1.4         Use of Proceeds. In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Third Amended and Restated Voting Agreement, the Company will use the proceeds from the sale of the Shares for product development and other general corporate purposes.

1.5         Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person.

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

“Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

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“Indemnification Agreement” means the indemnification agreement between the Company and the director designated by any Purchaser entitled to designate a member of the Board of Directors pursuant to the Third Amended and Restated Voting Agreement.

“Key Employee” means any executive-level employee (including vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.

“Knowledge,” including the phrase “to the Company’s knowledge,” shall mean the actual knowledge after reasonable investigation of the following officers: Stuart M. Page, Victor Perez and Dr. Thomas Ishoey.

“Legal Opinion” means the opinion of Fulbright & Jaworski L.L.P. addressed to the Purchasers, in the form and substance reasonably satisfactory to the Purchasers hereto.

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

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Purchaser” means each of the Purchasers who is a party to this Agreement.

“Third Amended and Restated Investors’ Rights Agreement” means the agreement among the Company, The Energy and Resources Institute and the Purchasers, dated as of the date of the Initial Closing, in form and substance reasonably satisfactory to the parties hereto.

“Third Amended and Restated Right of First Refusal and Co-Sale Agreement” means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in form and substance reasonably satisfactory to the parties hereto.

“Third Amended and Restated Voting Agreement” means the agreement among the Company, the Purchasers and certain other stockholders of the Company, dated as of the date of the Initial Closing, in form and substance reasonably satisfactory to the parties hereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Transaction Agreements” means this Agreement, the Third Amended and Restated Investors’ Rights Agreement, the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, the Third Amended and Restated Voting Agreement and the Indemnification Agreements.

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2.            Representations and Warranties of the Company.

The Company hereby represents and warrants to each Purchaser that, except as set forth on the disclosure letter delivered by the Company to the Purchasers (the “Disclosure Letter”), which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are, to the Company’s knowledge, true and complete as of the date of the Initial Closing, except as otherwise indicated. The Disclosure Letter shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Letter shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

For purposes of these representations and warranties (other than those in Sections 2.2, 2.3, 2.4, 2.5 and 2.6), the term “the Company” shall include any subsidiaries of the Company, unless otherwise noted herein.

2.1         Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2         Capitalization. The authorized capital of the Company consists, immediately prior to the Initial Closing, of:

(a)          100,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), 3,009,592 shares of which are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company holds no treasury stock and no shares of Preferred Stock in its treasury.

(b)          10,922,904 shares of Preferred Stock, 521,852 of which shares have been designated Series A Preferred Stock, 475,541 of which are issued and outstanding immediately prior to the Initial Closing, 2,901,052 of which shares have been designated Series B Preferred Stock, 2,901,052 of which are issued and outstanding immediately prior to the Initial Closing and 7,500,000 of which shares have been designated Series C Preferred Stock, none of which are issued and outstanding immediately prior to the Initial Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the general corporation law of the jurisdiction of the Company’s incorporation.

(c)          The Company has reserved 5,453,740 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2006 Stock Option and Grant Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “Stock Plan”). Of the 5,453,740 shares of Common Stock reserved for issuance under the Stock Plan, (x) 5,261,542 of such shares are reserved for issuance upon exercise of currently outstanding options, (y) 168,932 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 Stock Plan, and (z) 23,266 shares remain available for future stock options and other awards permitted under the Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

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(d)          Section 2.2(d) to the Disclosure Letter sets forth the capitalization of the Company immediately following the Initial Closing, including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) issued stock options, including vesting schedule and exercise price; (iii) stock options not yet issued but reserved for issuance; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any. Except for (A) the conversion privileges of the Shares to be issued under this Agreement and the conversion privileges of the Series A Preferred Stock and the Series B Preferred Stock, (B) the rights provided in Section 4 of the Third Amended and Restated Investors’ Rights Agreement, and (C) the securities and rights described in Section 2.2(c) of this Agreement and on Section 2.2(d) to the Disclosure Letter, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.

(e)          Except as set forth on Section 2.2(e) to the Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(f)          No stock options, stock appreciation rights or other equity-based awards issued or granted by the Company are subject to the requirements of Section 409A of the Code. Each “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. No payment to be made under any 409A Plan is, or to the knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code.

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2.3         Subsidiaries. Except as set forth on Section 2.3 to the Disclosure Letter, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

2.4         Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Third Amended and Restated Investors’ Rights Agreement and each Indemnification Agreement may be limited by applicable federal or state securities laws.

2.5         Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, the Restated Certificate, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings described in Section 2.6(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, the Restated Certificate, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.

2.6         Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

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2.7         Litigation. Except as set forth on Section 2.7 to the Disclosure Letter, there is no claim, action, suit, proceeding, arbitration, complaint, charge or, investigation pending or, to the Company’s knowledge, currently threatened (i) against the Company or any officer, director or Key Employee of the Company arising out of their employment or board relationship with the Company; (ii) that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

2.8         Intellectual Property. The Company owns or possesses sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than as set forth on Section 2.8 to the Disclosure Letter, other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each Company employee and consultant who has contributed to the Company Intellectual Property has assigned to the Company all intellectual property rights he or she owns that are part of the Company Intellectual Property. Section 2.8 to the Disclosure Letter lists all Company Intellectual Property that is registered or for which a pending registration has been filed. The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement. For purposes of this Section 2.8, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.

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2.9         Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree in which the Company is named or by which it is bound, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Letter, or of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

2.10       Agreements; Actions.

(a)          Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(b)          The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,000 or in excess of $1,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

(c)          The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

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2.11       Certain Transactions.

(a)          Except as set forth on Section 2.11 to the Disclosure Letter, and other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board of Directors (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.

(b)          Except as set forth on Section 2.11 to the Disclosure Letter, the Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. Except as set forth on Section 2.11 to the Disclosure Letter, none of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) is, directly or indirectly, indebted to the Company or, (ii) to the Company’s knowledge, has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers or employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company. None of the Company’s Key Employees or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any contract with the Company. None of the directors or officers, or any members of their immediate families, has any material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors.

2.12       Rights of Registration and Voting Rights. Except as provided in the Third Amended and Restated Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Third Amended and Restated Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.13       Absence of Liens. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.

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2.14       Financial Statements. The Company has delivered to each Purchaser its audited financial statements as of December 31, 2010 and for the fiscal year ended December 31, 2010, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of September 30, 2011 and for the period ended September 30, 2011 (collectively, the “Financial Statements”). The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2011, obligations under contracts and commitments incurred in the ordinary course of business and liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

2.15       Changes. Since September 30, 2011, there have been no events or circumstances of any kind that have had or could reasonably be expected to result in a Material Adverse Effect.

2.16       Employee Matters.

(a)          As of the date hereof, the Company employs 19 full-time employees, no part-time employees and no temporary employee and engages two consultants or independent contractors. Glori Oil S.R.L., the wholly owned subsidiary of the Company, employees no full-time employees. Section 2.16(a) of the Disclosure Letter sets forth a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Company who received compensation in excess of $50,000 for the fiscal year ended December 31, 2010 or is anticipated to receive compensation in excess of $50,000 for the fiscal year ending December 31, 2011.

(b)          To the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

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(c)          Except as set forth on Section 2.16(c) to the Disclosure Letter, the Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

(d)          To the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth on Section 2.16(d) to the Disclosure Letter or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth on Section 2.16(d) to the Disclosure Letter, the Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

(e)          The Company has not made any representations regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Company’s Board of Directors.

(f)           Except as set forth on Section 2.16(f) to the Disclosure Letter, each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment.

(g)          Section 2.16(g) to the Disclosure Letter sets forth each employee benefit plan maintained, established or sponsored by the Company, or which the Company participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan.

(h)          The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.

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(i)          To the Company’s knowledge, none of the Key Employees or directors of the Company has been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

2.17       Tax Returns and Payments. There are no federal, state, county, local or foreign taxes dues and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

2.18       Insurance. The Company has in full force and effect fire and casualty insurance policies with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.

2.19       Confidential Information and Invention Assignment Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. The Company is not aware that any of its Key Employees is in violation thereof.

2.20       Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

2.21       Corporate Documents. The Restated Certificate and Bylaws of the Company are in the form provided to the Purchasers. The copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.

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2.22       Real Property Holding Corporation. The Company is not now and has never been a “United States real property holding corporation” as defined in the Code and any applicable regulations promulgated thereunder. The Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns which are required under such regulations.

2.23       Environmental and Safety Laws. Except as could not reasonably be expected to have a Material Adverse Effect (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or, to the Company’s knowledge, threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments.

For purposes of this Section 2.23, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

2.24       Qualified Small Business Stock. As of and immediately following the Initial Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding the Initial Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between its incorporation and through the Initial Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by the Company in a manner either grossly negligent or fraudulent.

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2.25       Disclosure. The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Shares, including certain of the Company’s projections describing its proposed business model (July 2011 spreadsheets) (the “Business Model”). No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Letter, and no certificate furnished or to be furnished to the Purchasers at the Initial Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Model was prepared in good faith; however, the Company does not warrant that it will achieve any results projected in the Business Model. It is understood that this representation is qualified by the fact that the Company has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities.

3.            Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that:

3.1         Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which such Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

3.2         Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.

3.3         Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Purchasers to rely thereon.

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3.4         Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Third Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

3.5         No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.

3.6         Legends. The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may bear one or all of the following legends:

(a)          “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b)          Any legend set forth in, or required by, the other Transaction Agreements.

(c)          Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate so legended.

3.7         Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.8         Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

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3.9         No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares.

3.10       Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

3.11       Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth on Exhibit A.

3.12       Bridge Note. If the Purchaser is a holder of that certain Convertible Promissory Note made by the Company and dated May 31, 2011 (the “Bridge Note”), then such Purchaser hereby acknowledges and agrees that (i) the issuance and sale for the Shares pursuant to this Agreement shall constitute a “Qualified Financing” for purposes of Section 3 of the Bridge Note, and that this Agreement constitutes such Purchaser’s election in writing to treat the issuance and sale of the Shares as a “Qualified Financing” and (ii) together with the cash payment, if any, made by such Purchaser at the Initial Closing, such Purchaser cancels, surrenders and exchanges the principal amount of, and the accrued interest on, the Bridge Note held by such Purchaser for that number of shares of Series C Preferred Stock set forth in the column designated “Initial Closing Shares” opposite such Purchaser’s name on Exhibit A.

4.            Conditions to the Purchasers’ Obligations. The obligations of each Purchaser to purchase Shares at each Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived:

4.1         Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all material respects as of such Closing, except that any such representations and warranties shall be true and correct in all respects where such representation and warranty is qualified with respect to materiality.

4.2         Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Closing.

4.3         Compliance Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at each Closing a certificate certifying that the conditions specified in Sections 4.1 and 4.2 have been fulfilled.

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4.4         Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of such Closing.

4.5         Board of Directors. As of the Initial Closing, the authorized size of the Board shall be eight, and the Board shall be comprised of Jonathan Schulhof, Michael Schulhof, Stuart Page, Matthew Gibbs, Jasbir Singh, Ganesh Kishore, Mark Puckett and John Clarke.

4.6         Indemnification Agreements. The Company and each director designated by a Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder) shall have executed and delivered the Indemnification Agreements.

4.7         Third Amended and Restated Investors’ Rights Agreement. The Company and each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Third Amended and Restated Investors’ Rights Agreement.

4.8         Third Amended and Restated Right of First Refusal and Co-Sale Agreement. The Company, each Purchaser, and the other stockholders of the Company named as parties thereto shall have executed and delivered the Third Amended and Restated Right of First Refusal and Co-Sale Agreement.

4.9         Third Amended and Restated Voting Agreement. The Company, each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Third Amended and Restated Voting Agreement.

4.10       Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Initial Closing, which shall continue to be in full force and effect as of the Initial Closing.

4.11       Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Initial Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.

4.12       Legal Opinion. The Purchasers shall have received the Legal Opinion, dated as of the date of the Initial Closing.

4.13       Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

4.14       Minimum Initial Closing Proceeds. At the Initial Closing, the Company shall have received an aggregate of at least $6,313,203.66 (exclusive of amounts advanced under the Bridge Note) from the Purchasers.

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5.            Conditions of the Company’s Obligations. The obligations of the Company to sell Shares to the Purchasers at each Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1         Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and correct in all material respects as of such Closing.

5.2         Performance. The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before such Closing.

5.3         Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Share pursuant to this Agreement shall be obtained and effective as of the Closing.

5.4         Third Amended and Restated Investors’ Rights Agreement. Each Purchaser shall have executed and delivered the Third Amended and Restated Investors’ Rights Agreement.

5.5         Third Amended and Restated Right of First Refusal and Co-Sale Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Amended and Restated Right of First Refusal and Co-Sale Agreement.

5.6         Third Amended and Restated Voting Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Third Amended and Restated Voting Agreement.

5.7         Representation Letter. The Company shall have received a representation letter from Gentry-Glori Energy Investment LLC and each individual that holds a direct or indirect beneficial interest in Gentry-Glori Energy Investment LLC, in form and substance satisfactory to the Company.

6.            Miscellaneous.

6.1         Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

6.2         Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

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6.3         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 General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

6.4         Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature and 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.

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

6.6         Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (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 deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. If notice is given to the Company, a copy shall also be sent to Fulbright & Jaworski L.L.P., Fulbright Tower, 1301 McKinney, Suite 5100, Houston, Texas, 77010-3095, Attn: Charles D. Powell and if notice is given to the Purchasers, a copy shall also be given to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts, Attn: Lewis Geffen. In the case of Rawoz, a copy of the notice shall also be sent to Mr. K S Cheema, Executive Director (Legal & Projects), Omar Zawawi Establishment LLC at Post Box 879, Postal Code 100, Muscat, Oman, e-mail k.s.cheema@omzest.com / Fax No. 00968-24738454.

6.7         No Finder’s Fees. Except as set forth in the Disclosure Letter, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.8         Fees and Expenses. At the Closing, the Company shall pay (i) up to $35,000 in reasonable costs and out-of-pocket expenses of Gentry-Glori Energy Investment LLC and (ii) the reasonable fees and out-of-pocket expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Purchasers.

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6.9         Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

6.10       Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and the holders of at least sixty-six and two thirds percent (66-2/3%) of the voting power of the Series C Preferred Stock. Any amendment or waiver effected in accordance with this Section 6.10 shall be binding upon the Purchasers and each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future holder of all such securities, and the Company.

6.11       Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.12       Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.13       Entire Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement between 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 are expressly canceled.

6.14       Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except (i) as otherwise provided in this Agreement, or (ii) for any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days, then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the American Arbitration Association (the “AAA”). The arbitration shall take place in the city in Houston, Texas (unless otherwise agreed to in writing by the parties to the arbitration), in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

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6.15       Indemnification.

(a)          In consideration of each Purchaser’s execution and delivery of this Agreement and fulfillment of its, his or her obligations hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless each Purchaser and each Purchaser’s affiliates, officers, directors, employees and agents (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 (including, without limitation, costs of suit and reasonable attorneys’ fees and expenses) in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought) (the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to any breach of any representation, warranty, covenant or agreement made by the Company herein. Notwithstanding the foregoing, the Company shall have no obligation to defend, protect, indemnify and hold harmless under this Section 6.15(a) the Indemnitees with respect to Indemnified Liabilities to the extent resulting from or arising out of the negligence or willful misconduct of any Indemnitee. Subject to Section 6.15(b), the Company shall reimburse the Indemnitees for the Indemnified Liabilities as such Indemnified Liabilities are incurred. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(b)          In connection with the obligation of the Company to indemnify for expenses as set forth in Section 6.15(a) above, the Company shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnitee for all such Indemnified Liabilities as they are incurred by such Indemnitee; provided, however, that if such Indemnified Liabilities are incurred pursuant to a cause of action initiated by an Indemnitee against the Company, between the Company and such Indemnitee, such Indemnified Liabilities shall be reimbursed by the Company upon the final determination by a court of competent jurisdiction that the Company has breached a representation, warranty, covenant or agreement made by the Company herein.

(c)          The obligations of the Company in respect of a claim for indemnification or any other claim related to this Agreement shall not include any consequential or punitive damages. Notwithstanding anything to the contrary contained in this Agreement, the Company’s total liability to any Indemnitee under this Section 6.15 or otherwise out of any transaction contemplated herein shall not exceed the amounts actually paid to the Company by such Indemnitee for Shares pursuant to this Agreement.

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6.16       No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Each Purchaser shall have the right, in it sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Preferred stock Purchase Agreement as of the date first written above.

GLORI ENERGY INC.
By:	/s/ Stuart Page
	Stuart Page, President and Chief Executive Officer

Address:	4315 South Drive
	Houston, TX 77053

[SIGNATURE PAGE TO GLORI ENERGY INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT]

GENTRY-GLORI ENERGY INVESTMENT LLC
By:	/s/ Lara Aschebrook
Name:	Lara Aschebrook
Title:	Managing Member
Address:	205 N. Michigan Ave
	Suite 3770
	Chicago, 1L 60601

[SIGNATURE PAGE TO GLORI ENERGY INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT]

OXFORD BIOSCIENCE PARTNERS V L.P.
By: OBP Management V L.P.
By:	/s/ Matthew A. Gibbs
	Matthew A. Gibbs – General Partner
mRNA FUND V L.P.
By: OBP Management V L.P.
By:	/s/ Matthew A. Gibbs
	Matthew A. Gibbs – General Partner

[SIGNATURE PAGE TO GLORI ENERGY INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT]

MALAYSIAN LIFE SCIENCES CAPITAL FUND LTD.
By:	Malaysian Life Science Capital Fund
	Management Company Ltd, its Manager
By:	/s/ Roger Earl Wyse
	Dr. Roger Earl Wyse, Co-Chairman

[SIGNATURE PAGE TO GLORI ENERGY INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT]

KPCB HOLDINGS, INC., AS NOMINEE
By:	[illegible]
Name:	[illegible]
Title:	President

[SIGNATURE PAGE TO GLORI ENERGY INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT]

ENERGY TECHNOLOGY VENTURES, LLC.
By:	/s/ Kevin Skillers
Name:	Kevin Skillers
Title:	Managing Director

[SIGNATURE PAGE TO GLORI ENERGY INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT]

SCHEDULES AND EXHIBITS

Exhibit A	-	Schedule of Purchasers
Exhibit B	-	Form of Amended and Restated Certificate of Incorporation

EXHIBIT A

SCHEDULE OF PURCHASERS

Initial Closing – December 30, 2011

				Aggregate
				Purchase Price
				for Initial		Total Initial
Investor	Cash		Surrendered Debt	Closing		Closing Shares
Oxford Bioscience Partners V L.P.
222 Berkeley St, Suite 1960
Boston, MA 02116	$	1,466,939.34	N/A	$	1,466,939.34		535,184
mRNA Fund V L.P.
222 Berkeley St, Suite 1960
Boston, MA 02116	$	33,059.20	N/A	$	33,059.20		12,061
Malaysian Life Sciences Capital
Fund Ltd.
c/o Burrill & Company
One Embarcadero Center, Suite
2700	$	1,999,998.06	N/A	$	1,999,998.06		729,660
San Francisco, CA 94111
Attn: Greg Young
KPCB Holdings, Inc. as nominee
2750 Sand Hill Road
Menlo Park, CA 94025
Attention:	$	499,999.52	N/A	$	499,999.52		182,415
Randy Komisar
Trae Vassallo
John Denniston

Energy Technology Ventures, LLC
c/o GE Capital, Equity
Attn: Account Manager, Equity
201 Merritt 7
Norwalk, CT 06851				Principal1 = $1,500,000
				Interest2 = $70,027.40
With a copy to:		N/A			$	1,570,027.40	572,793
c/o GE Energy Financial Services				Total Amount3 =
Attn: Portfolio Manager, VC				$ 1,570,027.40
800 Long Ridge Road
Stanford, CT 06927
Gentry-Glori Energy Investment
LLC
c/o Gentry Financial Partners
205 N. Michigan Ave., Suite 3770	$	2,313,207.54		N/A	$	2,313,207.54	843,928
Chicago, IL 60601
Attn: Thomas B. Raterman
Total:	$	6,313,203.66	$	1,570,027.40	$	7,883,231.06	2,876,041

¹ Principal amount of Bridge Note.

² Amount of accrued but unpaid interest through Initial Closing.

³ Total of Principal and accrued interest surrendered in exchange for Series C Preferred Stock.

EXHIBIT B

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EX-10.11

Execution Version

GLORI ENERGY INC.

SERIES C-1 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

April 30, 2013

TABLE OF CONTENTS

			Page
1.	Purchase and Sale of Series C-1 Preferred Stock and Warrants		1
	1.1	Sale and Issuance of Series C-1 Preferred Stock and Warrants; Closing Date	1
	1.2	Closing; Delivery	2
	1.3	Use of Proceeds	2
	1.4	Defined Terms Used in this Agreement	2
2.	Representations and Warranties of the Company		3
	2.1	Organization, Good Standing, Corporate Power and Qualification	4
	2.2	Capitalization	4
	2.3	Subsidiaries	6
	2.4	Authorization	6
	2.5	Valid Issuance of Shares	6
	2.6	Governmental Consents and Filings	7
	2.7	Litigation	7
	2.8	Intellectual Property	8
	2.9	Compliance with Other Instruments	8
	2.10	Agreements; Actions	8
	2.11	Certain Transactions	9
	2.12	Rights of Registration and Voting Rights	10
	2.13	Absence of Liens	10
	2.14	Financial Statements	10
	2.15	Changes	10
	2.16	Employee Matters	11
	2.17	Tax Returns and Payments	12
	2.18	Insurance	12
	2.19	Confidential Information and Invention Assignment Agreements	13
	2.20	Permits	13
	2.21	Corporate Documents	13
	2.22	Real Property Holding Corporation	13
	2.23	Environmental and Safety Laws	13
	2.24	Qualified Small Business Stock	14
	2.25	Disclosure	14

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TABLE OF CONTENTS

			Page
3.	Representations and Warranties of the Purchasers		14
	3.1	Authorization	14
	3.2	Purchase Entirely for Own Account	15
	3.3	Disclosure of Information	15
	3.4	Restricted Securities	15
	3.5	No Public Market	15
	3.6	Legends	15
	3.7	Accredited Investor	16
	3.8	Foreign Investors	16
	3.9	No General Solicitation	16
	3.10	Exculpation Among Purchasers	16
	3.11	Residence	16
4.	Conditions to the Purchasers’ Obligations		16
	4.1	Representations and Warranties	17
	4.2	Performance	17
	4.3	Compliance Certificate	17
	4.4	Qualifications	17
	4.5	Board of Directors	17
	4.6	Indemnification Agreements	17
	4.7	Fourth Amended and Restated Investors’ Rights Agreement	17
	4.8	Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement	17
	4.9	Fourth Amended and Restated Voting Agreement	17
	4.10	Restated Certificate	17
	4.11	Secretary’s Certificate	17
	4.12	Series C Warrants	18
	4.13	Proceedings and Documents	18
5.	Conditions of the Company’s Obligations		18
	5.1	Representations and Warranties	18
	5.2	Performance	18
	5.3	Qualifications	18
	5.4	Fourth Amended and Restated Investors’ Rights Agreement	18

ii

TABLE OF CONTENTS

			Page
	5.5	Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement	18
	5.6	Fourth Amended and Restated Voting Agreement	19
6.	Miscellaneous		19
	6.1	Survival of Warranties	19
	6.2	Successors and Assigns	19
	6.3	Governing Law	19
	6.4	Counterparts; Facsimile	19
	6.5	Titles and Subtitles	19
	6.6	Notices	19
	6.7	No Finder’s Fees	20
	6.8	Fees and Expenses	20
	6.9	Attorney’s Fees	20
	6.10	Amendments and Waivers	20
	6.11	Severability	20
	6.12	Delays or Omissions	20
	6.13	Entire Agreement	21
	6.14	Dispute Resolution	21
	6.15	Indemnification	21
	6.16	No Commitment for Additional Financing	22
	6.17	Principal Business Operations	23

Exhibit A	Schedule of Purchasers
Exhibit B	Form of Amended and Restated Certificate of Incorporation
Exhibit C	Form of Warrant

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SERIES C-1 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

THIS SERIES C-1 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 30th day of April, 2013, by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and the purchasers listed from time to time on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company desires to sell to the Purchasers, and the Purchasers desire to purchase from the Company, (a) shares of Series C-1 Preferred Stock, par value $0.0001 per share (the “Series C-1 Preferred Stock”), and (b) warrants (the “Warrants”) to purchase shares of Series C-1 Preferred Stock, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties hereto hereby agree as follows:

1.          Purchase and Sale of Series C-1 Preferred Stock and Warrants.

1.1           Sale and Issuance of Series C-1 Preferred Stock and Warrants; Closing Date.

(a)          The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached hereto (the “Restated Certificate”).

(b)          Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing, and the Company agrees to sell and issue to the Purchasers at the Closing, that number of shares of Series C-1 Preferred Stock set forth in the column designated “Closing Shares” opposite such Purchaser’s name on Exhibit A, at a purchase price of $2.741 per share. The consideration for the purchased shares of Series C-1 Preferred Stock shall be paid in cash. The shares of Series C-1 Preferred Stock, when issued to the Purchasers pursuant to this Agreement, shall be referred to in this Agreement as the “Shares.”

(c)          Subject to the terms and conditions of this Agreement, the Company agrees to issue to each Purchaser at the Closing Warrants to purchase that number of shares of Series C-1 Preferred Stock set forth opposite such Purchaser’s name on Exhibit A at an exercise price of $2.741 per share of Series C-1 Preferred Stock. The Warrants shall be in the form of Exhibit C attached hereto. The shares of Series C-1 Preferred Stock for which the Warrants are exercisable are herein referred to as “Warrant Shares”.

(d)          Notwithstanding anything to the contrary contained in this Agreement, including this Section 1.1, payment for the shares of Series C-1 Preferred Stock purchased by Gentry Glori Investment III LLC (“Gentry III”) hereunder shall be made on or before May 30, 2013. Gentry III acknowledges and agrees that it has purchased such shares on the Closing Date and its obligation to make payment for such shares on or before May 30, 2013 is irrevocable and unconditional, subject only to delivery of a certificate by the Company representing such shares and a Warrant exercisable for the number of Warrant Shares set forth opposite Gentry III’s name on Exhibit A.

1.2           Closing; Delivery.

(a)          The purchase and sale of the Shares and the Warrants in the amounts as set forth on Exhibit A shall take place remotely via the exchange of documents and signatures, at 10:00 a.m., Houston, Texas time, on the date hereof, or at such other time and place as the Company and the Purchasers purchasing a majority of the Closing Shares mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).

(b)          At the Closing, the Company shall deliver to each Purchaser (i) a certificate representing the Shares being purchased by such Purchasers at the Closing against payment of the purchase price therefor by wire transfer to a bank account designated by the Company and (ii) a Warrant exercisable for the number of Warrant Shares set forth on Exhibit A to this Agreement.

1.3           Use of Proceeds. In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Fourth Amended and Restated Voting Agreement, the Company will use the proceeds from the sale of the Shares and Warrants for contribution to a wholly owned subsidiary for its acquisition of oil and gas properties (consistent with the Company’s current business model), working capital and general corporate purposes. The Company acknowledges that Texas ACP I, L.P. and Texas ACP Venture Partners I, LLC have restrictions on the use of proceeds of their investments.  The Company further acknowledges that no more than 50% of the proceeds received from Texas ACP I, L.P will be used for any repayment of indebtedness or any distributions to any of the stockholders of the Company and that none of the proceeds received from Texas ACP Venture Partners I, LLC will be used for any repayment of indebtedness or any distributions to any of the stockholders of the Company.

1.4           Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person.

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

“Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

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“Fourth Amended and Restated Investors’ Rights Agreement” means the agreement among the Company, The Energy and Resources Institute, the Purchasers and certain other stockholders of the Company, dated as of the date of the Closing, in form and substance reasonably satisfactory to the parties hereto.

“Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement” means the agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Closing, in form and substance reasonably satisfactory to the parties hereto.

“Fourth Amended and Restated Voting Agreement” means the agreement among the Company, the Purchasers and certain other stockholders of the Company, dated as of the date of the Closing, in form and substance reasonably satisfactory to the parties hereto.

“Indemnification Agreement” means the indemnification agreement between the Company and the director designated by any Purchaser entitled to designate a member of the Board of Directors pursuant to the Fourth Amended and Restated Voting Agreement.

“Key Employee” means any executive-level employee (including vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.

“Knowledge,” including the phrase “to the Company’s knowledge,” shall mean the actual knowledge after reasonable investigation of the following officers: Stuart M. Page, Victor Perez and Dr. Thomas Ishoey.

“Legal Opinion” means the opinion of Fulbright & Jaworski L.L.P. addressed to the Purchasers, in the form and substance reasonably satisfactory to the Purchasers hereto.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company and its subsidiaries, taken as a whole.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“Purchaser” means each of the Purchasers who is a party to this Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series C Preferred Stock Purchase Agreement” means that certain Series C Preferred Stock Purchase Agreement, dated December 30, 2011, between the Company and the other parties named therein, as amended by that certain First Amendment to Series C Preferred Stock Purchase Agreement, dated January 19, 2012, between the Company and the other parties named therein.

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“Transaction Agreements” means this Agreement, the Fourth Amended and Restated Investors’ Rights Agreement, the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement, the Fourth Amended and Restated Voting Agreement and the Indemnification Agreements.

2.          Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except as set forth on the disclosure letter delivered by the Company to the Purchasers (the “Disclosure Letter”), which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are, to the Company’s knowledge, true and complete as of the date of the Closing, except as otherwise indicated. The Disclosure Letter shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Letter shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

For purposes of these representations and warranties (other than those in Sections 2.2, 2.3, 2.4, 2.5 and 2.6), the term “the Company” shall include any subsidiaries of the Company, unless otherwise noted herein.

2.1           Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2           Capitalization. The authorized capital of the Company consists, immediately prior to the Closing, of:

(a)          100,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), 3,095,771 shares of which are issued and outstanding immediately prior to the Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company holds no treasury stock and no shares of Preferred Stock in its treasury.

(b)          26,039,655 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), (i) 521,852 of which have been designated Series A Preferred Stock, 475,541 of which are issued and outstanding immediately prior to the Closing, (ii) 2,901,052 of which have been designated Series B Preferred Stock, 2,901,052 of which are issued and outstanding immediately prior to the Closing, (iii) 13,780,033 of which have been designated Series C Preferred Stock, 7,296,607 of which are issued and outstanding immediately prior to the Closing, and (iv) 8,836,718 of which have been designated Series C-1 Preferred Stock, none of which are issued and outstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the general corporation law of the jurisdiction of the Company’s incorporation.

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(c)          The Company has reserved 5,709,285 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2006 Stock Option and Grant Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “Stock Plan”). Of the 5,709,285 shares of Common Stock reserved for issuance under the Stock Plan, (x) 5,039,123 of such shares are reserved for issuance upon exercise of currently outstanding options, (y) 551,130 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 Stock Plan, and (z) 119,032 shares remain available for future stock options and other awards permitted under the Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

(d)          Section 2.2(d) to the Disclosure Letter sets forth the capitalization of the Company immediately following the Closing (and reflects the purchase by Gentry III of Series C-1 Preferred Stock under Section 1.1(d)), including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) issued stock options, including vesting schedule and exercise price; (iii) stock options not yet issued but reserved for issuance; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, including the Warrants. Except for (A) the conversion privileges of the Shares and exercise rights with respect to the Warrant Shares to be issued under this Agreement and the conversion privileges of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series C-1 Preferred Stock, (B) the rights provided in Section 4 of the Fourth Amended and Restated Investors’ Rights Agreement, and (C) the securities and rights described in this Section 2.2 and on Section 2.2(d) to the Disclosure Letter, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock. Except as set forth on Section 2.2(d) to the Disclosure Letter, all outstanding shares of the Common Stock and all shares of the Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.

(e)          Except as set forth on Section 2.2(e) to the Disclosure Letter, none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

5

(f)          No stock options, stock appreciation rights or other equity-based awards issued or granted by the Company are subject to the requirements of Section 409A of the Code. Each “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. No payment to be made under any 409A Plan is, or to the knowledge of the Company will be, subject to the penalties of Section 409A(a)(1) of the Code.

2.3           Subsidiaries. Except as set forth on Section 2.3 to the Disclosure Letter, the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.

2.4           Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares and Warrants has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Fourth Amended and Restated Investors’ Rights Agreement and each Indemnification Agreement may be limited by applicable federal or state securities laws.

2.5           Valid Issuance of Shares. The Shares, Warrants and Series C Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, the Restated Certificate, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings described in Section 2.6(ii) below, the Shares, Warrants and Series C Warrants will be issued in compliance with all applicable federal and state securities laws. The Series C-1 Preferred Stock issuable upon exercise of the Warrants, the Series C Preferred Stock issuable upon exercise of the Series C Warrants, and the Common Stock issuable upon conversion of the Shares, the Warrant Shares and the Series C Warrant Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, the Restated Certificate, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Shares, the Warrant Shares and the Series C Warrant Shares will be issued in compliance with all applicable federal and state securities laws.

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2.6           Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

2.7           Litigation. Except as set forth on Section 2.7 to the Disclosure Letter, there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened (i) against the Company or any officer, director or Key Employee of the Company arising out of their employment or board relationship with the Company; (ii) that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

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2.8           Intellectual Property. The Company owns or possesses sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than as set forth on Section 2.8 to the Disclosure Letter, other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each Company employee and consultant who has contributed to the Company Intellectual Property has assigned to the Company all intellectual property rights he or she owns that are part of the Company Intellectual Property. Section 2.8 to the Disclosure Letter lists all Company Intellectual Property that is registered or for which a pending registration has been filed. The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement. For purposes of this Section 2.8, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.

2.9           Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree in which the Company is named or by which it is bound, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Letter, or of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

2.10         Agreements; Actions.

(a)          Except for the Transaction Agreements and except as set forth on Section 2.10 of the Disclosure Letter, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.

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(b)          Except as set forth on Section 2.10 to the Disclosure Letter, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,000 or in excess of $1,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

(c)          The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

2.11         Certain Transactions.

(a)          Except as set forth on Section 2.11 to the Disclosure Letter, and other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board of Directors (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.

(b)          Except as set forth on Section 2.11 to the Disclosure Letter, the Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. Except as set forth on Section 2.11 to the Disclosure Letter, none of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) is, directly or indirectly, indebted to the Company or, (ii) to the Company’s knowledge, has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers or employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company. None of the Company’s Key Employees or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any contract with the Company. None of the directors or officers, or any members of their immediate families, has any material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors.

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2.12         Rights of Registration and Voting Rights. Except as provided in the Fourth Amended and Restated Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Fourth Amended and Restated Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

2.13         Absence of Liens. Except as set forth on Section 2.13 to the Disclosure Letter, the property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.

2.14         Financial Statements. The Company has delivered to each Purchaser its audited financial statements as of December 31, 2011 and for the fiscal year ended December 31, 2011, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of December 31, 2012 (the “Balance Sheet Date”) and for the period ended December 31, 2012 (collectively, the “Financial Statements”). Except as set forth in Section 2.14 to the Disclosure Letter, the Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date, obligations under contracts and commitments incurred in the ordinary course of business and liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

2.15         Changes. Since the Balance Sheet Date, there have been no events or circumstances of any kind that have had or could reasonably be expected to result in a Material Adverse Effect.

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2.16         Employee Matters.

(a)          As of the date hereof, the Company employs 29 full-time employees, no part-time employees and no temporary employee and engages three consultants or independent contractors. Section 2.16(a) of the Disclosure Letter sets forth a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Company who received compensation in excess of $50,000 for the fiscal year ended December 31, 2012 or is anticipated to receive compensation in excess of $50,000 for the fiscal year ending December 31, 2013.

(b)          To the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

(c)          The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

(d)          Except as set forth on Section 2.16(d) to the Disclosure Letter, to the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth on Section 2.16(d) to the Disclosure Letter or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth on Section 2.16(d) to the Disclosure Letter, the Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

(e)          Except as set forth on Section 2.16(e) to the Disclosure Letter, to the Company’s knowledge, the Company has not made any representations regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Company’s Board of Directors.

(f)          Except as set forth on Section 2.16(f) to the Disclosure Letter, each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment.

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(g)          Section 2.16(g) to the Disclosure Letter sets forth each employee benefit plan maintained, established or sponsored by the Company, or which the Company participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan.

(h)          The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.

(i)          To the Company’s knowledge, none of the Key Employees or directors of the Company has been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

2.17         Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

2.18         Insurance. The Company has in full force and effect fire and casualty insurance policies with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.

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2.19         Confidential Information and Invention Assignment Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. The Company is not aware that any of its Key Employees is in violation thereof.

2.20         Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

2.21         Corporate Documents. The Restated Certificate and Bylaws of the Company are in the form provided to the Purchasers. The copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.

2.22         Real Property Holding Corporation. The Company is not now and has never been a “United States real property holding corporation” as defined in the Code and any applicable regulations promulgated thereunder. The Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns which are required under such regulations.

2.23         Environmental and Safety Laws. Except as could not reasonably be expected to have a Material Adverse Effect (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or, to the Company’s knowledge, threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments.

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For purposes of this Section 2.23, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

2.24         Qualified Small Business Stock. As of and immediately following the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between its incorporation and through the Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by the Company in a manner either grossly negligent or fraudulent.

2.25         Disclosure. The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Shares. No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Letter, and no certificate furnished or to be furnished to the Purchasers at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that, except for the disclosures contained in this Agreement and in the Disclosure Letter, the Company has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information which may be furnished to purchasers of securities.

3.          Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that:

3.1           Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which such Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

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3.2           Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares and Warrants (including the Warrant Shares to be issued upon exercise of the Warrants) to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares or the Warrants (including the Warrant Shares to be issued upon exercise of the Warrants). The Purchaser has not been formed for the specific purpose of acquiring the Shares or the Warrants (including the Warrant Shares to be issued upon exercise of the Warrants).

3.3           Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right of the Purchasers to rely thereon.

3.4           Restricted Securities. The Purchaser understands that the Shares and the Warrant Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares and Warrant Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, Warrant Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Fourth Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

3.5           No Public Market. The Purchaser understands that no public market now exists for the Shares or the Warrant Shares, and that the Company has made no assurances that a public market will ever exist for the Shares and Warrant Shares.

3.6           Legends. The Purchaser understands that the Shares and Warrant Shares and any securities issued in respect of or exchange for the Shares and Warrant Shares, may bear one or all of the following legends:

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(a)          “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(b)          Any legend set forth in, or required by, the other Transaction Agreements.

(c)          Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares or Warrant Shares represented by the certificate so legended.

3.7           Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.8           Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares and Warrants or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares and Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares and Warrants. Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares and Warrants will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

3.9           No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares.

3.10         Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Purchaser agrees that no Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares or Warrants.

3.11         Residence. If the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth on Exhibit A.

4.          Conditions to the Purchasers’ Obligations. The obligations of each Purchaser to purchase Shares and Warrants at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

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4.1           Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all material respects as of the Closing, except that any such representations and warranties shall be true and correct in all respects where such representation and warranty is qualified with respect to materiality.

4.2           Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.

4.3           Compliance Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Sections 4.1 and 4.2 have been fulfilled.

4.4           Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares and Warrants pursuant to this Agreement shall be obtained and effective as of the Closing.

4.5           Board of Directors. As of the Closing, the authorized size of the Board shall be ten, and the Board shall be comprised of Jonathan Schulhof, Michael Schulhof, Stuart Page, Matthew Gibbs, Jasbir Singh, Ganesh Kishore, Mark Puckett, John Clarke, Larry Aschebrook and Damon Rawie.

4.6           Indemnification Agreements. The Company and each director designated by a Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder) shall have executed and delivered the Indemnification Agreements.

4.7           Fourth Amended and Restated Investors’ Rights Agreement. The Company and each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Fourth Amended and Restated Investors’ Rights Agreement.

4.8           Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement. The Company, each Purchaser, and the other stockholders of the Company named as parties thereto shall have executed and delivered the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement.

4.9           Fourth Amended and Restated Voting Agreement. The Company, each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Fourth Amended and Restated Voting Agreement.

4.10         Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.

4.11         Secretary’s Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate.

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4.12         Series C Warrants. The Company shall have issued to each Person (including its Affiliates) that (a) purchased Series C Preferred Stock under the Series C Preferred Stock Purchase Agreement and (b) when aggregated with any Series C-1 Preferred Stock purchased by such Person’s Affiliates under this Agreement, is purchasing Series C-1 Preferred Stock under this Agreement in an amount at least equal to the lesser of (i) $1,000,000 or (ii) 50% of the value of the Series C Preferred Stock purchased by such Person under the Series C Preferred Stock Purchase Agreement, a warrant to purchase 0.325 shares of Series C Preferred Stock at an exercise price of $2.741 per share of Series C Preferred Stock for each $1.00 of Series C Preferred Stock purchased under the Series C Preferred Stock Purchase Agreement (the “Series C Warrants” and the shares of Series C Preferred Stock for which the Series C Warrants are exercisable are referred to as “Series C Warrant Shares”).

4.13         Legal Opinion. The Purchasers shall have received the Legal Opinion, dated as of the date of the Closing.

4.14         Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested. Such documents may include good standing certificates.

5.          Conditions of the Company’s Obligations. The obligations of the Company to sell Shares and the Warrants to the Purchasers at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1           Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall be true and correct in all material respects as of the Closing.

5.2           Performance. The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing.

5.3           Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares and Warrants pursuant to this Agreement shall be obtained and effective as of the Closing.

5.4           Fourth Amended and Restated Investors’ Rights Agreement. Each Purchaser shall have executed and delivered the Fourth Amended and Restated Investors’ Rights Agreement.

5.5           Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement.

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5.6           Fourth Amended and Restated Voting Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Fourth Amended and Restated Voting Agreement.

6.          Miscellaneous.

6.1           Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

6.2           Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.3           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 General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of New York.

6.4           Counterparts; Facsimile. This Agreement, and Transaction Agreement or any other document prepared in connection with the transactions contemplated hereby may be executed and delivered by facsimile signature or by email in portable document format and 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.

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

6.6           Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (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 deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. If notice is given to the Company, a copy shall also be sent to Fulbright & Jaworski L.L.P., Fulbright Tower, 1301 McKinney, Suite 5100, Houston, Texas, 77010-3095, Attn: Charles D. Powell. In the case of Rawoz, a copy of the notice shall also be sent to Mr. Rajiv Dhar, Executive Director (Finance), Omar Zawawi Establishment LLC at Post Box 879, Postal Code 100, Muscat, Oman, Fax No. 00968-24714339.

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6.7           No Finder’s Fees. Except as set forth in Section 6.7 to the Disclosure Letter, each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.8           Fees and Expenses. At the Closing, the Company shall pay up to a maximum of (a) $20,000 in reasonable fees and out-of-pocket expenses of Kelley Drye & Warren, LLP, counsel for Gentry-Glori Energy Investment LLC, Texas ACP I, L.P. and Texas ACP Venture Partners I, LLC, and (b) $10,000 in reasonable fees and out-of-pocket expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for various holders of Series B Preferred Stock.

6.9           Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

6.10         Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and the holders of at least sixty-six and two thirds percent (66-2/3%) of the voting power of the then outstanding Series C-1 Preferred Stock. Any amendment or waiver effected in accordance with this Section 6.10 shall be binding upon the Purchasers and each transferee of the Shares and Warrants (or the Common Stock issuable upon conversion thereof), each future holder of all such securities, and the Company.

6.11         Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

6.12         Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

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6.13         Entire Agreement. This Agreement (including the Exhibits hereto), the Restated Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement between 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 are expressly canceled.

6.14         Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except (i) as otherwise provided in this Agreement, or (ii) for any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days, then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the American Arbitration Association (the “AAA”). The arbitration shall take place in the city in Houston, Texas (unless otherwise agreed to in writing by the parties to the arbitration), in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

6.15         Indemnification.

(a)          In consideration of each Purchaser’s execution and delivery of this Agreement and fulfillment of its, his or her obligations hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless each Purchaser and each Purchaser’s affiliates, officers, directors, employees and agents (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 (including, without limitation, costs of suit and reasonable attorneys’ fees and expenses) in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought) (the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to any breach of any representation, warranty, covenant or agreement made by the Company herein. Notwithstanding the foregoing, the Company shall have no obligation to defend, protect, indemnify and hold harmless under this Section 6.15(a) the Indemnitees with respect to Indemnified Liabilities to the extent resulting from or arising out of the negligence or willful misconduct of any Indemnitee. Subject to Section 6.15(b), the Company shall reimburse the Indemnitees for the Indemnified Liabilities as such Indemnified Liabilities are incurred. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

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(b)          In connection with the obligation of the Company to indemnify for expenses as set forth in Section 6.15(a) above, the Company shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnitee for all such Indemnified Liabilities as they are incurred by such Indemnitee; provided, however, that if such Indemnified Liabilities are incurred pursuant to a cause of action initiated by an Indemnitee against the Company, between the Company and such Indemnitee, such Indemnified Liabilities shall be reimbursed by the Company upon the final determination by a court of competent jurisdiction that the Company has breached a representation, warranty, covenant or agreement made by the Company herein.

(c)          The obligations of the Company in respect of a claim for indemnification or any other claim related to this Agreement shall not include any consequential, punitive, special or exemplary damages, including any damages on account of lost profits or opportunities, business interruption or diminution in value. Notwithstanding anything to the contrary contained in this Agreement, the Company’s total liability to any Indemnitee under this Section 6.15 or otherwise out of any transaction contemplated herein shall not exceed the amounts actually paid to the Company by such Indemnitee for the Shares and Warrants pursuant to this Agreement.

(d)          Other than as set forth in this Section 6.15, or with respect to any claim for fraud in the negotiation or execution of this Agreement, indemnification pursuant to this Section 6.15 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, and the parties hereby waive and release any other rights, remedies, causes of action, or claims that they have or that may arise against any other party with respect thereto.

6.16         No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares and Warrants as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Each Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

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6.17         Principal Business Operations.  The Company will remain headquartered in the State of Texas and maintain business operations in the State of Texas and will not move its principal business operations from the State of Texas for a period of at least 90 days after the date of the Closing. As of the date of the Closing, the Company, together with its Affiliates, has 30 employees, of which 29 are Texas-based employees.  Any breach of this Section 6.17 shall require the Company to immediately refund in full the amount invested by Texas ACP I, L.P. and/or Texas ACP Venture Partners I, LLC.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Preferred Stock Purchase Agreement as of the date first written above.

GLORI ENERGY INC.
By:	/s/ Stuart Page
	Stuart Page
	President and Chief Executive Officer

Address:	4315 South Drive
	Houston, TX  77053

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

OXFORD BIOSCIENCE PARTNERS V L.P.
By:  OBP Management V L.P.
By:	/s/ Matthew A. Gibbs
	Matthew A. Gibbs – General Partner
mRNA FUND V L.P.
By:  OBP Management V L.P.
By:	/s/ Matthew A. Gibbs
	Matthew A. Gibbs – General Partner

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

RAWOZ TECHNOLOGY COMPANY LTD.
By:	/s/ Waleed Omar Zawawi
Name: Waleed Omar Zawawi
Title:  Director

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

MALAYSIAN LIFE SCIENCES CAPITAL FUND LTD.
By:	Malaysian Life Sciences Capital Fund Management Company Ltd, its Manager
By:	/s/ Dr. Roger Earl Wyse
	Dr. Roger Earl Wyse, Co-Chairman

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

ENERGY TECHNOLOGY VENTURES, LLC
By:	/s/ Ricardo Angel
Name:	Ricardo Angel
Title:	Amortized Representative

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

Texas ACP I, L.P.
By: ADVTG GP I, L.L.C., its General Partner
By:	/s/ Damon L. Rawie
Name:	Damon L. Rawie
Title:	Vice President
Texas ACP Venture Partners I, LLC
By:	/s/ Damon L. Rawie
Name:	Damon L. Rawie
Title:	Vice President

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

GENTRY-GLORI ENERGY INVESTMENT II LLC
By:	/s/ Larry Aschebrook
Name:	Larry Aschebrook
Title:	Managing Memeber
GENTRY-GLORI ENERGY INVESTMENT III LLC
By:	/s/ Larry Aschebrook
Name:	Larry Aschebrook
Title:	Managing Memeber

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

GTI VENTURES, LLC
By:	/s/ Jonathan Schulhof
Name:	Jonathan Schulhof
Title:	President

Signature Page to Series C-1 Preferred Stock and Warrant Purchase Agreement

EXHIBITS

Exhibit A	-	Schedule of Purchasers
Exhibit B	-	Form of Amended and Restated Certificate of Incorporation
Exhibit C		Form of Warrant

Exhibits to Series C-1 Preferred Stock and Warrant Purchase Agreement

EXHIBIT A

SCHEDULE OF PURCHASERS

Investor	Purchase Price for Closing		Total Closing Shares		Total Warrants
Oxford Bioscience Partners V L.P. 535 Boylston Street, Suite 402 Boston, MA 02116	$	977,961.39		356,790		317,837
mRNA Fund V L.P. 535 Boylston Street, Suite 402 Boston, MA 02116	$	22,037.64		8,040		7,162
Rawoz Technology Company Ltd. (RAWOZ) c/o H&J Corporate Services Ltd. Ocean Centre, Montagu Foreshore East Bay Street PO Box  SS 19084 Nassau, Bahamas With a copy to: Mr. Rajiv Dhar Omar Zawawi Establishment LLC PO Box 879, PC 100 Muscat, Oman Phone: +968 24719555 Email: edf@omzest.com	$	2,999,999.83		1,094,491		974,999
Malaysian Life Sciences Capital Fund Ltd. c/o Burrill & Company One Embarcadero Center, Suite 2700 San Francisco, CA 94111 Attn:  Greg Young	$	1,299,998.74		474,279		422,499
Energy Technology Ventures, LLC c/o GE Ventures, LLC 2882 Sand Hill Road Menlo Park, CA 94025 Attn: General Counsel With a copy to: Lisa R. Blanco General Counsel & Chief Compliance Officer Energy Technology Ventures, LLC Email: lisablanco@me.com	$	999,999.03		364,830		324,999

Exhibit A

Gentry-Glori Energy Investment II LLC c/o Gentry Financial Partners 205 N. Michigan Ave., Suite 3770 Chicago, IL 60601 Attn: Thomas B. Raterman With a copy to: Kelley Drye &Warren LLP Attn:  Thomas Ferguson 333 W. Wacker Dr., Suite 2600 Chicago, IL 60606	$	1,000,001.77		364,831		325,000
Gentry-Glori Energy Investment III LLC c/o Gentry Financial Partners 205 N. Michigan Ave., Suite 3770 Chicago, IL 60601 Attn: Thomas B. Raterman With a copy to: Kelley Drye &Warren LLP Attn:  Thomas Ferguson 333 W. Wacker Dr., Suite 2600 Chicago, IL 60606	$	999,999.03	*	364,830	*	325,000*
Texas ACP I, L.P. 5000 Plaza on the Lake Suite 195 Austin, Texas 78746 Attention:  Damon Rawie With a copy to: Kelley Drye &Warren LLP Attn:  Thomas Ferguson 333 W. Wacker Dr., Suite 2600 Chicago, IL 60606	$	1,459,999.13		532,652		474,499
Texas ACP Venture Partners I, LLC 5000 Plaza on the Lake Suite 195 Austin, Texas 78746 Attention:  Damon Rawie With a copy to: Kelley Drye &Warren LLP Attn:  Thomas Ferguson 333 W. Wacker Dr., Suite 2600 Chicago, IL 60606	$	2,999,999.83		1,094,491		974,999

Exhibit A

GTI Ventures, LLC 150 East 58th Street 24th Floor New York, NY 10155	$	49,998.58	18,241	16,249
Total:	$	12,809,995.01	4,673,475	4,163,243

* Gentry-Glori Energy Investment III LLC has purchased 364,830 shares of Series C-1 Preferred Stock and the accompanying warrant on the Closing Date and will fund such payment on or before May 30, 2013. Please see Section 1.1(d) of this Agreement.

Exhibit A

EXHIBIT B

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Execution Version

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

GLORI ENERGY INC.

(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Glori Energy Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),

DOES HEREBY CERTIFY:

1.           The name of the corporation is Glori Energy Inc. (the “Corporation”). The Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on November 22, 2005 under the name Glori Oil Limited. A restated certificate of incorporation was filed on February 16, 2006, November 29, 2006, July 12, 2007, October 15, 2009 and on December 30, 2011 (the “Restated Certificate of Incorporation”). Thereafter an Amendment to the Restated Certificate of Incorporation was filed on January 19, 2012 and an Amendment to the Restated Certificate of Incorporation, as amended, was filed on June 11, 2012.

2.           The Restated Certificate of Incorporation filed on December 30, 2011, as amended, is hereby amended and restated to, among other things, provide for an increase in the authorized number of shares of the Corporation and the designation of and the preferences and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof, of the Corporation’s Series C-1 Preferred Stock, par value $0.0001 per share, as set forth in the Amended and Restated Certificate of Incorporation below.

3.            This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 141, 228, 242 and 245 of the Delaware General Corporation Law.

4.           Pursuant to Section 228(a) of the Delaware General Corporation Law, the holders of outstanding shares of the Corporation having no less than the minimum number of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote thereon were present and voted, consented to the adoption of the aforesaid amendments without a meeting, without a vote and without prior notice and that written notice of the taking of such actions has been given in accordance with Section 228(e) of the Delaware General Corporation Law.

5.           The text of the Restated Certificate of Incorporation of the Corporation, as amended and restated herein, shall read in its entirety as follows:

RESTATED CERTIFICATE OF INCORPORATION

OF

GLORI ENERGY INC.

FIRST: The name of this corporation is Glori Energy Inc. (the “Corporation”)

SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) 100,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and (ii) 26,039,655 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”), of which (A) 521,852 shares are hereby designated as Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), (B) 2,901,052 shares are hereby designated as Series B Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”), (C) 13,780,033 shares are hereby designated Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), and (D) 8,836,718 shares are hereby designated Series C-1 Preferred Stock, par value $0.0001 per share (the “Series C-1 Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A.           COMMON STOCK

1.           General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.

2.           Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings); provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the General Corporation Law. There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

B.           PREFERRED STOCK

The Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series C-1 Preferred Stock shall each have the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Unless otherwise indicated, references to “Sections” or “Subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B of this Article Fourth.

1.           Dividends.

1.1 Accruing Dividends. From and after the date of the issuance of any Series A Preferred Stock, cumulative dividends at a per share rate of 4% of the Series A Original Issue Price (as defined below) per annum shall accrue on such shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock) (the “Series A Accruing Dividends”). From and after the date of the issuance of any Series B Preferred Stock, cumulative dividends at a per share rate of 8% of the Series B Original Issue Price (as defined below) per annum shall accrue on such shares of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) (the “Series B Accruing Dividends”). From and after the date of the issuance of any Series C Preferred Stock, cumulative dividends at a per share rate per annum equal to the Applicable Series C Dividend Rate (as defined below) shall accrue on such shares of Series C Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock) (the “Series C Accruing Dividends”). From and after the date of the issuance of any Series C-1 Preferred Stock, cumulative dividends at a per share rate per annum equal to the Applicable Series C-1 Dividend Rate (as defined below) shall accrue on such shares of Series C-1 Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C-1 Preferred Stock) (the “Series C-1 Accruing Dividends” and, together with the Series A Accruing Dividends, the Series B Accruing Dividends and the Series C Accruing Dividends, the “Accruing Dividends”). Accruing Dividends shall accrue from day to day and be compounded quarterly, whether or not declared, and shall be cumulative. Series C Accruing Dividends and Series C-1 Accruing Dividends shall be calculated on the basis of 360-day year. Accruing Dividends shall be paid (i) if, as and when declared by the Board of Directors from funds that are legally available therefore; provided that (A) the holders of the Series C Preferred Stock and Series C-1 Preferred Stock shall be entitled to receive the Series C Accruing Dividends and Series C-1 Accruing Dividends, as applicable, before the holders of the Series B Preferred Stock and the Series A Preferred Stock are entitled to receive the Series B Accruing Dividends and the Series A Accruing Dividends and (B) the holders of the Series B Preferred Stock shall be entitled to receive the Series B Accruing Dividends before the holders of the Series A Preferred Stock are entitled to receive the Series A Accruing Dividends, and (ii) upon liquidation, redemption or conversion of the Preferred Stock as set forth in Sections 2, 4, 5 and 6 below. As used herein, (x) the “Applicable Series C Dividend Rate” shall mean (1) from and after the first date of issuance of any Series C Preferred Stock (the “Series C Original Issue Date”) to the day prior to the first anniversary of the Series C Original Issue Date, 8% of the Series C Original Issue Price (as defined below), (2) from the first anniversary of the Series C Original Issue Date to the day prior to the second anniversary of the Series C Original Issue Date, 10% of the Series C Original Issue Price and (3) from and after the second anniversary of the Series C Original Issue Date, 12% of the Series C Original Issue Price and (y) the “Applicable Series C-1 Dividend Rate” shall mean (1) from and after the first date of issuance of any Series C-1 Preferred Stock (the “Series C-1 Original Issue Date” and, together with the Series C Original Issue Date, the “Original Issue Date”) to the day prior to the second anniversary of the Series C Original Issue Date, 10% of the Series C-1 Original Issue Price (as defined below) and (2) from and after the second anniversary of the Series C Original Issue Date, 12% of the Series C-1 Original Issue Price.

1.2           Priority of Dividends and Dividend Protection. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation):

(a)           first, the holders of (i) the Series C Preferred Stock then outstanding shall receive, or simultaneously receive, a dividend on each outstanding share of Series C Preferred Stock in the amount of the aggregate Series C Accruing Dividends then accrued on such share of Series C Preferred Stock and not previously paid and (ii) the Series C-1 Preferred Stock then outstanding shall receive, or simultaneously receive, a dividend on each outstanding share of Series C-1 Preferred Stock in the amount of the aggregate Series C-1 Accruing Dividends then accrued on such share of Series C-1 Preferred Stock and not previously paid;

(b)           second, the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in the amount of the aggregate Series B Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid;

(c)           third, the holders of the Series A Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series A Preferred Stock in the amount of the aggregate Series A Accruing Dividends then accrued on such share of Series A Preferred Stock and not previously paid; and

(d)           fourth, the holders of the Series C Preferred Stock and Series C-1 Preferred Stock shall first receive, or simultaneously receive, the holders of the Series B Preferred Stock shall second receive, or simultaneously receive and, if permitted under Section 3.3(d), the holders of the Series A Preferred Stock shall third receive, or simultaneously receive, a dividend on each outstanding share of Preferred Stock in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series of capital stock that is convertible into Common Stock, but not including any of the Preferred Stock (such stock, the “Other Stock”), that dividend per share of Preferred Stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share of Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any Other Stock that is not convertible into Common Stock, at a rate per share of Preferred Stock determined by (A) dividing the amount of the dividend payable on each share of such Other Stock by the original issuance price thereof (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the Original Issue Price as applicable;

provided that, if the Corporation declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of Other Stock of the Corporation, the dividend payable to the holders of Preferred Stock pursuant to this Section 1 shall be calculated based on only one series of Other Stock, which shall be the Other Stock obtaining the dividend that would result in the highest Preferred Stock dividend. The “Series A Original Issue Price” shall mean $22.08 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock. The “Series B Original Issue Price” shall mean $5.5216 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock. The “Series C Original Issue Price” shall mean $2.741 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C Preferred Stock. The “Series C-1 Original Issue Price” shall mean $2.741 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series C-1 Preferred Stock. The Series C-1 Original Issue Price, the Series C Original Issue Price, the Series B Original Issue Price and the Series A Original Issue Price are sometimes referred to as the applicable “Original Issue Price”.

2.           Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations and Asset Sales.

2.1           Preferential Payments to Holders of Series C and Series C-1 Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series C Preferred Stock and Series C-1 Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Series B Preferred Stock, Series A Preferred Stock or Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) two times the Series C Original Issue Price and Series C-1 Original Issue Price, as applicable, plus any Series C Accruing Dividends and Series C-1 Accruing Dividends, as applicable, accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon and (ii) the amount per share of the Series C Preferred Stock and Series C-1 Preferred Stock, as applicable, which such holder of Series C Preferred Stock and Series C-1 Preferred Stock, as applicable, would receive if such holder had converted such shares of Series C Preferred Stock and Series C-1 Preferred Stock, as applicable, into Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series C Preferred Stock and Series C-1 Preferred Stock the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of Series C Preferred Stock and Series C-1 Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The aggregate amount which a holder of a share of (i) Series C Preferred Stock is entitled to receive under this Subsection 2.1 is hereinafter referred to as the “Series C Liquidation Amount” and (ii) Series C-1 Preferred Stock is entitled to receive under this Subsection 2.1 is hereinafter referred to as the “Series C-1 Liquidation Amount.”

2.2           Preferential Payments to Holders of Series B Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, following the payment in full of all amounts payable on the Series C Preferred Stock and Series C-1 Preferred Stock pursuant to Subsection 2.1 but before any payment shall be made to the holders of Series A Preferred Stock and Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) two times the Series B Original Issue Price, plus any Series B Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon and (ii) the amount per share of the Series B Preferred Stock which such holder of Series B Preferred Stock would receive if such holder had converted such shares of Series B Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series B Preferred Stock the full amount to which they shall be entitled under this Subsection 2.2, the holders of shares of Series B Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The aggregate amount which a holder of a share of Series B Preferred Stock is entitled to receive under this Subsection 2.2 is hereinafter referred to as the “Series B Liquidation Amount.”

2.3           Preferential Payments to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, following the payment in full of all amounts payable on the Series C Preferred Stock and Series C-1 Preferred Stock pursuant to Subsection 2.1 and on the Series B Preferred Stock pursuant to Subsection 2.2, but before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series A Original Issue Price, plus any Series A Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon and (ii) the amount per share of the Series A Preferred Stock which such holder of Series A Preferred Stock would receive if such holder had converted such shares of Series A Preferred Stock into Common Stock immediately prior to such liquidation, dissolution or winding up of the Corporation. If upon any such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series A Preferred Stock the full amount to which they shall be entitled under this Subsection 2.3, the holders of shares of Series A Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full. The aggregate amount which a holder of a share of Series A Preferred Stock is entitled to receive under this Subsection 2.3 is hereinafter referred to as the “Series A Liquidation Amount.”

2.4           Distribution of Remaining Assets. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment of all preferential amounts required to be paid to the holders of shares of the Series C-1 Preferred Stock, Series C Preferred Stock, the Series B Preferred Stock and the Series A Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of the Common Stock, pro rata based on the number of shares held by each such holder.

2.5           Deemed Liquidation Events.

2.5.1        Definition. Each of the following events shall be considered a “Deemed Liquidation Event”:

(a)           a merger or consolidation in which

(i) the Corporation is a constituent party or

(ii) a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation (provided that, for the purpose of this Subsection 2.5.1, all shares of Common Stock issuable upon exercise of Options (as defined below) outstanding immediately prior to such merger or consolidation or upon conversion of Convertible Securities (as defined below) outstanding immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

(b)           the (i) sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation or (ii) the sale, transfer, exchange or other disposition, in a single transaction or series of related transactions, of capital stock of the Corporation such that holders of capital stock immediately prior to such transaction cease to own at least a majority, by voting power, of the capital stock of the Corporation.

2.5.2        Effecting a Deemed Liquidation Event.

(a)           The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Subsection 2.5.1(a)(i) unless the agreement or plan of merger or consolidation for such transaction (the “Merger Agreement”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1, 2.2, 2.3 and 2.4.

(b)           In the event of a Deemed Liquidation Event referred to in Subsection 2.5.1(a)(ii)) or 2.5.1(b), if the Corporation does not effect a dissolution of the Corporation under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Corporation shall send a written notice to each holder of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (ii) to require the redemption of the Preferred Stock, and (ii) if the holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock, voting together as a single class, so request in a written instrument delivered to the Corporation not later than 120 days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors of the Corporation), together with any other assets of the Corporation available for distribution to its stockholders (the “Available Proceeds”), to the extent legally available therefor, on the 150th day after such Deemed Liquidation Event, to redeem (i) first, all outstanding shares of (A) Series C Preferred Stock at a price per share equal to the Series C Liquidation Amount and (B) Series C-1 Preferred Stock at a price per share equal to the Series C-1 Liquidation Amount; (ii) second, all outstanding shares of Series B Preferred Stock at a price per share equal to the Series B Liquidation Amount; and (iii) third, all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Liquidation Amount. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, (i) if the Available Proceeds are not sufficient to redeem all outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series C Preferred Stock and Series C-1 Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor; (ii) if the Available Proceeds are not sufficient to redeem all outstanding shares of Series B Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series B Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor; and (iii) if the Available Proceeds are not sufficient to redeem all outstanding shares of Series A Preferred Stock, the Corporation shall redeem a pro rata portion of each holder’s shares of Series A Preferred Stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor. The provisions of Subsections 6.2 through 6.4 shall apply, with such necessary changes in the details thereof as are necessitated by the context, to the redemption of (i) first, the Series C Preferred Stock and Series C-1 Preferred Stock, (ii) second, the Series B Preferred Stock and (iii) third, the Series A Preferred Stock pursuant to this Subsection 2.5.2(b). Prior to the distribution or redemption provided for in this Subsection 2.5.2(b), the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.

2.5.3       Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the holders of capital stock of the Corporation upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Corporation or the acquiring person, firm or other entity. The value of such property, rights or securities shall be determined in good faith by the Board of Directors of the Corporation.

2.5.4       Allocation of Escrow. In the case of a Deemed Liquidation Event pursuant to Subsection 2.5.1 above, if any portion of the consideration payable to the stockholders of the Corporation is placed into escrow and/or is payable to the stockholders of the Corporation subject to contingencies, the merger agreement shall provide that (a) the portion of such consideration that is not placed in escrow and not subject to any contingencies (the “Initial Consideration”) shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1, 2.2, 2.3 and 2.4 above as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event and (b) any additional consideration which becomes payable to the stockholders of the Corporation upon release from escrow or satisfaction of contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Subsections 2.1, 2.2, 2.3 and 2.4 above after taking into account the previous payment of the Initial Consideration as part of the same transaction. The result of this approach is that, for certain transactions, the portion of the transaction consideration that is subject to an escrow or other contingencies may be allocated disproportionately.

3.           Voting.

3.1           General. On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Preferred Stock shall vote together with the holders of Common Stock as a single class.

3.2           Election of Directors. The holders of record of the shares of Series A Preferred Stock, exclusively and as a separate class, shall be entitled to elect one (1) director of the Corporation (the “Series A Director”), the holders of record of the shares of Series B Preferred Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation (the “Series B Directors”), the holders of record of the shares of Series C Preferred Stock and Series C-1 Preferred Stock, exclusively and as a separate class, shall be entitled to elect three (3) directors of the Corporation (the “Series C/C-1 Directors ”), and the holders of record of shares of Series B Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock shall be entitled to elect one (1) director, with such director subject to the approval of the holders of record of the shares of Common Stock and Series A Preferred Stock voting together as a single class (the “Independent Director”). Any director elected as provided in the preceding sentence may be removed without cause by, and only by, the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock and Series C-1 Preferred Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 3.2, then any directorship not so filled shall remain vacant until such time as the holders of the Series A Preferred Stock, the Series B Preferred Stock or the Series C Preferred Stock and Series C-1 Preferred Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the stockholders of the Corporation that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, and Series C-1 Preferred Stock), voting together as a single class, shall be entitled to elect the directors of the Corporation who are not the Series A Director, Series B Directors, Series C/C-1 Directors or the Independent Director (the “Common Independent Directors”); provided that, if any Common Independent Director or any Affiliate (as defined below) of any Common Independent Director holds any shares of Preferred Stock, such vote of such Common Independent Director shall not count on any matters relating to or in connection with a Sale of the Company as defined in that certain Fourth Amended and Restated Voting Agreement by and among the Corporation and those parties named therein, dated as of the date hereof and as amended from time to time. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 3.2, a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 3.2.

3.3           Series B, Series C and Series C-1 Preferred Stock Protective Provisions. So long as either (i) 20% of the shares of the Series B Preferred Stock issued as of the date hereof remain outstanding, (ii) 20% of the shares of the Series C Preferred Stock issued as of the date hereof remain outstanding or (iii) 20% of the shares of the Series C-1 Preferred Stock issued as of the date of the Closing (as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement, as defined below) remain outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock together as a single class:

(a)           liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any Deemed Liquidation Event, or consent to any of the foregoing;

(b)           amend, waive, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation in a manner that adversely affects the powers, preferences or rights of the Series C-1 Preferred Stock, Series C Preferred Stock or the Series B Preferred Stock or otherwise amend, waive, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation;

(c)           create, or authorize the creation of, or issue or obligate itself to issue shares of (in each case whether by reclassification or otherwise) any additional class or series of capital stock unless the same ranks junior to the Series C-1 Preferred Stock and Series C Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and redemption rights, or increase the authorized number of shares of Series C-1 Preferred Stock, Series C Preferred Stock or Series B Preferred Stock or increase the authorized number of shares of any additional class or series of capital stock unless the same ranks junior to the Series C-1 Preferred Stock and Series C Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Corporation, the payment of dividends and redemption rights;

(d)           purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and (iii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Corporation or any subsidiary in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof or (iv) as approved by the Board of Directors, including the approval of at least one

(1) Series B Director and at least one (1) Series C/C-1 Director;

(e)           create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of the Corporation and its subsidiaries for borrowed money following such action would exceed $100,000;

(f)           create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; 

(g)           increase or decrease the authorized number of directors constituting the Board of Directors; or

(h)           enter into any material agreement or transaction with any shareholder, director, officer, parent, subsidiary or affiliated company or any of their affiliates, or effect any related party transaction, unless such agreement or transaction has received the prior approval of the Board of Directors, including the approval of at least one (1) Series B Director and at least one (1) Series C/C-1 Director.

3.4          Other Preferred Stock Protective Provisions.

3.4.1     At any time when shares of Series A Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least 75% of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, take any action that alters or changes the powers, preferences or special rights of the Series A Preferred Stock in a matter that adversely affects the shares of such series of Preferred Stock; provided, however, such consent or vote shall not be necessary if such action similarly affects the entire class of Preferred Stock.

3.4.2     At any time when shares of Series B Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least 66-2/3% of the then outstanding shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, take any action that alters or changes the powers, preferences or special rights of the Series B Preferred Stock in a matter that adversely affects the shares of such series of Preferred Stock; provided, however, such consent or vote shall not be necessary if such action similarly affects the entire class of Preferred Stock.

3.4.3     At any time when shares of Series C-1 Preferred Stock and Series C Preferred Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, without (in addition to any other vote required by law or the Certificate of Incorporation) the written consent or affirmative vote of the holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock and Series C Preferred Stock on an as-issued basis (consenting or voting together as a single class), including at least 25% of the shares held by those holders of Series C Preferred Stock and Series C-1 Preferred Stock (consenting or voting together as a single class) who do not hold or whose Affiliates do not hold any shares of Series B Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, take any action that alters or changes the powers, preferences or special rights of the Series C-1 Preferred Stock or Series C Preferred Stock in a matter that adversely affects the shares of such series of Preferred Stock; provided, however, such consent or vote shall not be necessary if such action similarly affects the entire class of Preferred Stock.

3.5     The prior written approval of Texas ACP I, L.P., a Texas limited partnership and holder of an equity interest in the Corporation, is required for the relocation of the principal business operations of the Corporation for a period of 90 days after the day of filing of this Restated Certificate of Incorporation.

4.           Optional Conversion.

The holders of the Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

4.1           Right to Convert.

4.1.1        Conversion Ratio.

(a)           Optional Conversion. Each share of the Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A Original Issue Price, Series B Original Issue Price, Series C Original Issue Price or Series C-1 Original Issue Price, as the case may be, for each share, plus any accrued or declared but unpaid dividends (including the Series A Accruing Dividends, Series B Accruing Dividends, Series C Accruing Dividends or Series C-1 Accruing Dividends, as the case may be) on each share, by the Conversion Price (as defined below) applicable to such share of Preferred Stock as in effect at the time of conversion. The “Series A Conversion Price” as of December 30, 2011 is equal to $1.02844, which takes into account all adjustments prior to such date. The “Series B Conversion Price” as of December 30, 2011 is equal to $0.55216, which takes into account all adjustments prior to such date. The “Series C Conversion Price” as of December 30, 2011 is equal to $2.741, which takes into account all adjustments prior to such date. The “Series C-1 Conversion Price” as of the date hereof is equal to $2.741, which takes into account all adjustments prior to such date. For the purposes hereof, the Series A Conversion Price, the Series B Conversion Price, the Series C Conversion Price and the Series C-1 Conversion Price shall be collectively referred to herein as the “Conversion Price.” Each such Conversion Price, and the rate at which shares of the Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

(b)           Optional Conversion Upon Deemed Liquidation Event. If a Deemed Liquidation Event occurs, then, in connection with and contingent upon the closing of such Deemed Liquidation Event, (x) each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, immediately prior to and contingent upon the closing of such Deemed Liquidation Event, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price, plus any accrued or declared but unpaid dividends (including the Series C Accruing Dividends, as the case may be) on each share, by lower of (i) the Series C Conversion Price as in effect at the time of conversion or (ii) an amount equal to the Discounted Common Stock Sale Price (as defined below) and (y) each share of Series C-1 Preferred Stock shall be convertible, at the option of the holder thereof, immediately prior to and contingent upon the closing of such Deemed Liquidation Event, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C-1 Original Issue Price, plus any accrued or declared but unpaid dividends (including the Series C-1 Accruing Dividends, as the case may be) on each share, by the lower of (i) the Series C-1 Conversion Price as in effect at the time of conversion or (ii) an amount equal to the Discounted Common Stock Sale Price. For the purposes hereof, the “Discounted Common Stock Sale Price” shall mean the consideration per share of Common Stock received or receivable upon the initial Closing of such Deemed Liquidation Event, as determined in good faith by the Board of Directors of the Corporation, multiplied by 40%. The Corporation will send or cause to be sent to the holders of the Series C Preferred Stock and Series C-1 Preferred Stock a notice specifying the details of any Deemed Liquidation Event at least ten (10) business days prior to the closing of such Deemed Liquidation Event.

(c)          Optional Conversion Upon Qualified Private Equity Financing. If a Qualified Private Equity Financing (as defined below) occurs, then, in connection with and contingent upon the closing of such Qualified Private Equity Financing, (x) each share of Series C Preferred Stock shall be convertible at the option of the holder thereof, immediately prior to and contingent upon the closing of such Qualified Private Equity Financing, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Investor Stock (as defined below) as is determined by dividing the Series C Original Issue Price, plus any accrued or declared but unpaid dividends (including the Series C Accruing Dividends) on each share, by the lower of (i) the Series C Conversion Price as in effect at the time of conversion or (ii) an amount equal to the Discounted Investor Stock Sale Price (as defined below) and (y) each share of Series C-1 Preferred Stock shall be convertible at the option of the holder thereof, immediately prior to and contingent upon the closing of such Qualified Private Equity Financing, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Investor Stock (as defined below) as is determined by dividing the Series C-1 Original Issue Price, plus any accrued or declared but unpaid dividends (including the Series C-1 Accruing Dividends) on each share, by the lower of (i) the Series C-1 Conversion Price as in effect at the time of conversion or (ii) an amount equal to the Discounted Investor Stock Sale Price. For the purposes hereof, (i) a “Qualified Private Equity Financing” shall mean a bona fide, privately-placed issuance and sale of shares of capital stock of the Corporation for capital raising purposes (the “Investor Stock”), in one transaction or a series of related transactions approved by the Corporation’s Board of Directors and holders of Preferred Stock pursuant to the provisions of Section 3.3, to one or more new investors that, prior to such issuance and sale, were not holders of the Corporation’s capital stock (the “New Investors”), and with gross proceeds to the Corporation of at least $10,000,000; provided, however, that the sale of Series C-1 Preferred Stock to New Investors pursuant to the Series C-1 Preferred Stock and Warrant Purchase Agreement shall not be deemed a Qualified Private Equity Financing, and (ii) the “Discounted Investor Stock Sale Price” shall mean the lowest consideration per share of Investor Stock paid by the New Investors at the initial Closing of such Qualified Private Equity Financing, as determined in good faith by the Board of Directors of the Corporation, multiplied by (A) 60%, in the case of a Qualified Private Equity Financing that occurs on or prior to the first anniversary of the applicable Original Issue Date or (B) 40%, in the case of a Qualified Private Equity Financing that occurs on or after the first anniversary of the applicable Original Issue Date.

4.1.2        Termination of Conversion Rights. In the event of a notice of redemption of any shares of the Preferred Stock pursuant to Section 6, the Conversion Rights of the shares of Preferred Stock designated for redemption shall terminate at the close of business on the last full day preceding the date fixed for redemption, unless the redemption price is not fully paid on such redemption date, in which case the Conversion Rights for such shares shall continue until such price is paid in full. In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

4.2           Fractional Shares. No fractional shares of Common Stock or Investor Stock shall be issued upon conversion of the Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock or Investor Stock, as applicable, as determined in good faith by the Board of Directors of the Corporation. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock or Investor Stock, as applicable, including any accrued or declared but unpaid dividends (including the Accruing Dividends) on each share of Preferred Stock, and the aggregate number of shares of Common Stock issuable upon such conversion.

4.3           Mechanics of Conversion.

4.3.1        Notice of Conversion. In order for (i) a holder of Preferred Stock to voluntarily convert shares of Preferred Stock into shares of Common Stock or (ii) a holder of Series C Preferred Stock or Series C-1 Preferred Stock to voluntarily convert shares of Series C Preferred Stock or Series C-1 Preferred Stock, as applicable, into shares of Investor Stock, such holder shall surrender the certificate or certificates for such shares of Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent (including, without limitation, a Deemed Liquidation Event or a Qualified Private Equity Financing). Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock or Investor Stock, as applicable, to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date, except that, in the case of a conversion contingent upon a Deemed Liquidation Event or a Qualified Private Equity Financing, the closing of such transaction shall be the “Conversion Time”. The Corporation shall, as soon as practicable after the Conversion Time, issue and deliver to such holder of Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock, as applicable, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock or Investor Stock, as applicable, issuable upon such conversion in accordance with the provisions hereof, a certificate for the number (if any) of the shares of Preferred Stock, Series C Preferred Stock or Series C-1 Preferred Stock (as applicable) represented by the surrendered certificate that were not converted into Common Stock or Investor Stock, as the case may be, and cash as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock or Investor Stock, as the case may be, otherwise issuable upon such conversion.

4.3.2        Reservation of Shares. The Corporation shall at all times when shares of Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Conversion Price of any series of Preferred Stock, below the then par value of the shares of Common Stock issuable upon conversion of such series of Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price.

4.3.3        Effect of Conversion. All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock or Investor Stock (as applicable) in exchange therefor and in exchange for any accrued or declared but unpaid dividends (including the Accruing Dividends) on each such share of Preferred Stock. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

4.3.4        No Further Adjustment. Upon any such conversion, no adjustment to the applicable Conversion Price shall be made for any declared but unpaid dividends on any shares of Preferred Stock surrendered for conversion or on the Common Stock delivered upon conversion.

4.3.5        Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock or Investor Stock upon conversion of shares of Preferred Stock pursuant to this Section 4. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.4           Adjustments to Conversion Price for Diluting Issues.

4.4.1        Special Definitions. For purposes of this Restated Certificate of Incorporation, the following definitions shall apply:

(a)           “Affiliate” means, with respect to any specified person or entity, any other person or entity who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified person or entity, including, without limitation, any partner, officer, director, member or employee of such entity and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such entity.

(b)           “Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(c)           “Effective Time” shall mean the date of filing of this Restated Certificate of Incorporation.

(d)           “Series B Preferred Stock Purchase Agreement” shall mean that certain Series B Preferred Stock Purchase Agreement by and among the Corporation and the Purchasers listed therein, as amended, modified, superseded or replaced from time to time.

(e)           “Series C Preferred Stock Purchase Agreement” shall mean that certain Series C Preferred Stock Purchase Agreement by and among the Corporation and the Purchasers listed therein, as amended, modified, superseded or replaced from time to time.

(f)           “Series C-1 Preferred Stock and Warrant Purchase Agreement” shall mean that certain Series C-1 Preferred Stock and Warrant Purchase Agreement by and among the Corporation and Purchasers listed therein, as amended, modified, superseded or replaced from time to time.

(g)           “Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

(h)           “Additional Shares of Common Stock” shall mean all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Effective Time, other than the following shares of Common Stock, and shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (collectively “Exempted Securities”):

(i) shares of Common Stock, Options or Convertible Securities issued as a dividend or distribution on Preferred Stock;  

(ii)	shares of Common Stock, Options or Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Subsection 4.5, 4.6, 4.7 or 4.8;
(iii)	shares of Common Stock or Options issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Corporation, including the approval of at least one (1) Series B Director and at least one (1) Series C/C-1 Director;
(iv)	shares of Common Stock or Convertible Securities actually issued upon the exercise of Options or shares of Common Stock actually issued upon the conversion or exchange of Convertible Securities, in each case provided such issuance is pursuant to the terms of such Option or Convertible Security;
(v)	shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing, strategic alliance, joint venture or real property leasing transaction approved by the Board of Directors of the Corporation, including the approval of at least one (1) Series B Director and at least one (1) Series C/C-1 Director;
(vi)	shares of Series B Preferred Stock that are in excess of the 2,901,052 shares of Series B Preferred Stock issued pursuant to the Series B Preferred Stock Purchase Agreement;
(vii)	(x) shares of Series C Preferred Stock that are issued as contemplated in the Series C Preferred Stock Purchase Agreement and (y) warrants to purchase shares of Series C Preferred Stock that are issued as contemplated in the Series C-1 Preferred Stock and Warrant Purchase Agreement; and
(viii)	shares of Series C-1 Preferred Stock (including any warrants to purchase shares of Series C-1 Preferred Stock) that are issued pursuant to the Series C-1 Preferred Stock and Warrant Purchase Agreement.

4.4.2        No Adjustment of Conversion Price. No adjustment in the Conversion Price of the Series A Preferred Stock shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 75% of the then outstanding shares of Series A Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock. No adjustment in the Conversion Price of the Series B Preferred Stock shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 66-2/3% of the then outstanding shares of Series B Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock. No adjustment in the Conversion Price of the Series C Preferred Stock shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 66-2/3% of the then outstanding shares of Series C Preferred Stock (which written notice shall include at least 25% of the shares held by those holders of Series C Preferred Stock who do not hold or whose Affiliates do not hold any shares of Series B Preferred Stock) agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock. No adjustment in the Conversion Price of the Series C-1 Preferred Stock shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock (which written notice shall include at least 25% of the shares held by those holders of Series C-1 Preferred Stock who do not hold or whose Affiliates do not hold any shares of Series B Preferred Stock) agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.

4.4.3        Deemed Issue of Additional Shares of Common Stock.

(a)           If the Corporation at any time or from time to time after the Effective Time shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempted Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.

(b)           If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Conversion Price of any series of Preferred Stock pursuant to the terms of Subsection 4.4.4, are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Conversion Price computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to such Conversion Price as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b) shall have the effect of increasing the Conversion Price to an amount which exceeds the lower of (i) the Conversion Price in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Conversion Price that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.

(c)           If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempted Securities), the issuance of which did not result in an adjustment to the Conversion Price pursuant to the terms of Subsection 4.4.4 (either because the consideration per share (determined pursuant to Subsection 4.4.5) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Conversion Price of any series of Preferred Stock then in effect, or because such Option or Convertible Security was issued before the Effective Time), are revised after the Effective Time as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Subsection 4.4.3(a)) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(d)           Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Conversion Price of each series of Preferred Stock pursuant to the terms of Subsection 4.4.4, the Conversion Price of such series shall be readjusted to such Conversion Price as would have applied had such Option or Convertible Security (or portion thereof) never been issued.

(e)           If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Conversion Price of any series of Preferred Stock provided for in this Subsection 4.4.3 shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (b) and (c) of this Subsection 4.4.3). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Conversion Price of any series of Preferred Stock that would result under the terms of this Subsection 4.4.3 at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Conversion Price of any series of Preferred Stock that such issuance or amendment took place at the time such calculation can first be made.

4.4.4        Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock. In the event the Corporation shall at any time after the Effective Time issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 4.4.3), without consideration or for a consideration per share less than Conversion Price of any series of Preferred Stock in effect immediately prior to such issue, then the Conversion Price of such series, unless the provisions of this Section 4.4.4 are waived pursuant to Section 4.4.2 or Section 8, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:

CP₂ = CP₁* (A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

(a)       “CP₂” shall mean the applicable Conversion Price in effect immediately after such issue of Additional Shares of Common Stock

(b)      “CP₁” shall mean the applicable Conversion Price in effect immediately prior to such issue of Additional Shares of Common Stock;

(c)      “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities (including the Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);

(d)      “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP₁ (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP₁); and

(e)      “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.

For the avoidance of doubt, if the Corporation shall at any time after the Effective Time issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 4.4.3), without consideration or for a consideration per share less than Conversion Price of the Series B Preferred Stock in effect immediately prior to such issue, then the foregoing provisions of this Section 4.4.4 will apply to all outstanding shares of Series B Preferred Stock, unless the provisions of this Section 4.4.4 are waived pursuant to Section 4.4.2 or Section 8.

4.4.5       Determination of Consideration. For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

(a)         Cash and Property: Such consideration shall:

(i)           insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;

(ii)          insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and

(iii)         in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

(b)         Options and Convertible Securities. The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Subsection 4.4.3, relating to Options and Convertible Securities, shall be determined by dividing

(i)           the total amount, if any, received or receivable by the Corporation as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by

(ii)          the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.

4.4.6           Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Conversion Price of a series of Preferred Stock, as the case may be, pursuant to the terms of Subsection 4.4.4 then, upon the final such issuance, the Conversion Price of such series of Preferred Stock shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).

4.5           Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Effective Time effect a subdivision of the outstanding Common Stock, the Conversion Price of each series of Preferred Stock in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Effective Time combine the outstanding shares of Common Stock, the Conversion Price of each series of Preferred Stock in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

4.6           Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Effective Time shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Conversion Price of each series of Preferred Stock in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price of each series of Preferred Stock then in effect by a fraction:

(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and

(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price of each series of Preferred Stock shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price of each series of Preferred Stock shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (b) no such adjustment shall be made if the holders of Preferred Stock simultaneously receive a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

4.7           Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Effective Time shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section 1 do not apply to such dividend or distribution, then and in each such event the holders of Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Preferred Stock had been converted into Common Stock on the date of such event.

4.8           Adjustment for Merger or Reorganization, etc. Subject to the provisions of Subsection 2.4, if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Corporation) shall be made in the application of the provisions in this Section 4 with respect to the rights and interests thereafter of the holders of the Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions with respect to changes in and other adjustments of the Conversion Price of each series of Preferred Stock) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Preferred Stock.

4.9           Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price of any series of Preferred Stock pursuant to this Section 4, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than 30 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of such series of Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which such series of Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Preferred Stock (but in any event not later than 30 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (i) the Conversion Price of each series of Preferred Stock then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Preferred Stock.

4.10           Notice of Record Date. In the event:

(a)           the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(b)           of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

(c)           of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Preferred Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Preferred Stock and the Common Stock. Such notice shall be sent at least 5 days prior to the record date or effective date for the event specified in such notice.

5.           Mandatory Conversion.

5.1           Trigger Events. Upon the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in (a) at least $50,000,000 of gross proceeds to the Corporation or (b) such lesser amount of gross proceeds to the Corporation as approved by the written consent or affirmative vote of at least 66-2/3% of the then outstanding shares of the Series B Preferred Stock, the Series C Preferred Stock and the Series C-1 Preferred Stock, voting together as a single class on an as-issued basis (in either case, a “Qualified IPO”) (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”), (i) all outstanding shares of each series of the Preferred Stock (including any accrued or declared but unpaid dividends, including the Accruing Dividends, on such Preferred Stock) shall automatically be converted into shares of Common Stock at the then applicable Conversion Price, except that in the case of a conversion of the Series C Preferred Stock and Series C-1 Preferred Stock that has been issued by the Corporation under the Series C Preferred Stock Purchase Agreement or Series C-1 Preferred Stock and Warrant Purchase Agreement, including any Series C Preferred Stock or Series C-1 Preferred Stock issued by the Corporation pursuant to the exercise of warrants issued by the Corporation as contemplated in the Series C-1 Preferred Stock and Warrant Purchase Agreement, upon a Qualified IPO, the Series C Preferred Stock and Series C-1 Preferred Stock (including any accrued or declared but unpaid dividends, including the Accruing Dividends, on such Preferred Stock) shall be converted at the lower of (A) the then applicable Series C Conversion Price or Series C-1 Conversion Price and (B) an amount equal to the “price to public” multiplied by 50%, and (ii) such shares may not be reissued by the Corporation.

5.2           Procedural Requirements. All holders of record of shares of Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Preferred Stock pursuant to this Section 5. Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Preferred Stock shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Preferred Stock converted pursuant to Section 5.1, including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Subsection 5.2. As soon as practicable after the Mandatory Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof, together with cash as provided in Subsection 4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion. Such converted Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

6.           Redemption.

6.1           Redemption. The holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock, Series C Preferred Stock and the Series B Preferred Stock, voting together as a single class, may, by written notice (which written notice shall include at least 25% of the shares held by those holders of Series C Preferred Stock and Series C-1 Preferred Stock (consenting or voting together as a single class) who do not hold or whose Affiliates do not hold any shares of Series B Preferred Stock) to the Corporation at any time on or after the fifth anniversary of the Effective Time (a “Redemption Request”), require the Corporation to redeem either (a) all outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock (a “Series C/C-1 Redemption”) or (b) all outstanding shares of Preferred Stock (a “Preferred Stock Redemption”) and if such Redemption Request is delivered, the Corporation shall, out of funds lawfully available therefor, redeem either (i) in the case of a Series C/C-1 Redemption, all outstanding shares of (A) Series C Preferred Stock at a price per share equal to two times the Series C Original Issue Price, plus any Series C Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Series C Redemption Price”) and (B) Series C-1 Preferred Stock at a price per share equal to two times the Series C-1 Original Issue Price, plus any Series C-1 Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Series C-1 Redemption Price”) or (ii) in the case of a Preferred Stock Redemption, (A) first, all outstanding shares of Series C Preferred Stock at the Series C Redemption Price and Series C-1 Preferred Stock at the Series C-1 Redemption Price, (B) second, after payment of the Series C Redemption Price and the Series C-1 Redemption Price, all outstanding shares of Series B Preferred Stock at a price per share equal to two times the Series B Original Issue Price, plus any Series B Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Series B Redemption Price”) and (C) third, after payment of the Series C Redemption Price, the Series C-1 Redemption Price and the Series B Redemption Price, all outstanding shares of Series A Preferred Stock at a price per share equal to the Series A Original Issue Price, plus any Series A Accruing Dividends accrued but unpaid thereon, whether or not declared, together with any other dividends declared but unpaid thereon (the “Series A Redemption Price” and, collectively with the Series C-1 Redemption Price, Series C Redemption Price and Series B Redemption Price, the “Redemption Price”), in three annual installments commencing 60 days after receipt by the Corporation of the Redemption Notice (the date of each such installment being referred to as a “Redemption Date”). On each Redemption Date, the Corporation shall redeem, on a pro rata basis in accordance with the number of shares of Preferred Stock owned by each holder, that number of outstanding shares of Series C Preferred Stock, Series C-1 Preferred or Preferred Stock, as the case may be, determined by dividing (i) the total number of shares of Series C Preferred Stock, Series C-1 Preferred Stock or Preferred Stock, as the case may be, outstanding immediately prior to such Redemption Date by (ii) the number of remaining Redemption Dates (including the Redemption Date to which such calculation applies). If the Corporation does not have sufficient funds legally available to redeem on any Redemption Date all shares of Series C Preferred Stock, Series C-1 Preferred Stock or Preferred Stock, as the case may be, to be redeemed on such Redemption Date, the Corporation shall redeem a pro rata portion of each holder’s redeemable shares of such capital stock out of funds legally available therefor, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the legally available funds were sufficient to redeem all such shares, and shall redeem the remaining shares to have been redeemed as soon as practicable after the Corporation has funds legally available therefor.

6.2           Redemption Notice. Written notice of the mandatory redemption (the “Redemption Notice”) shall be sent to each holder of record of Series C Preferred Stock, Series C-1 Preferred Stock or Preferred Stock, as the case may be, not less than 40 days prior to each Redemption Date. Each Redemption Notice shall state:

(a)           the number of shares of Preferred Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in the Redemption Notice;

(b)           the Redemption Date and the applicable Redemption Price;

(c)           the date upon which the holder’s right to convert such shares terminates (as determined in accordance with Subsection 4.1); and

(d)           that the holder is to surrender to the Corporation, in the manner and at the place designated, his, her or its certificate or certificates representing the shares of Preferred Stock to be redeemed.

6.3           Surrender of Certificates; Payment. On or before the applicable Redemption Date, each holder of shares of Series C Preferred Stock, Series C-1 Preferred Stock or Preferred Stock, as the case may be, to be redeemed on such Redemption Date, unless such holder has exercised his, her or its right to convert such shares as provided in Section 4, shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at the place designated in the Redemption Notice, and thereupon the applicable Redemption Price for such shares shall be payable to the order of the person whose name appears on such certificate or certificates as the owner thereof. In the event less than all of the shares of a series of Preferred Stock represented by a certificate are redeemed, a new certificate representing the unredeemed shares of such series of Preferred Stock shall promptly be issued to such holder.

6.4           Rights Subsequent to Redemption. If the Redemption Notice shall have been duly given, and if on the applicable Redemption Date the applicable Redemption Price payable upon redemption of the shares of Series C Preferred Stock, Series C-1 Preferred Stock or Preferred Stock, as the case may be, to be redeemed on such Redemption Date is paid or tendered for payment or deposited with an independent payment agent so as to be available therefor, then notwithstanding that the certificates evidencing any of the shares of Preferred Stock so called for redemption shall not have been surrendered, dividends with respect to such shares of Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Redemption Date terminate, except only the right of the holders to receive the applicable Redemption Price without interest upon surrender of their certificate or certificates therefor.

7.           Redeemed or Otherwise Acquired Shares. Any shares of Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Stock following redemption.

8.           Waiver. Except as otherwise set forth in this Restated Certificate of Incorporation, (i) any of the rights, powers, preferences and other terms of the Series C-1 Preferred Stock set forth herein may be waived on behalf of all holders of Series C-1 Preferred Stock by the affirmative written consent or vote of the holders of at least 66-2/3% of the shares of Series C-1 Preferred Stock then outstanding (which written consent shall include at least 25% of the shares held by those holders of Series C-1 Preferred Stock who do not hold or whose Affiliates do not hold any shares of Series B Preferred Stock), (ii) any of the rights, powers, preferences and other terms of the Series C Preferred Stock set forth herein may be waived on behalf of all holders of Series C Preferred Stock by the affirmative written consent or vote of the holders of at least 66-2/3% of the shares of Series C Preferred Stock then outstanding (which written consent shall include at least 25% of the shares held by those holders of Series C Preferred Stock who do not hold or whose Affiliates do not hold any shares of Series B Preferred Stock), (iii) any of the rights, powers, preferences and other terms of the Series B Preferred Stock set forth herein may be waived on behalf of all holders of Series B Preferred Stock by the affirmative written consent or vote of the holders of at least 66-2/3% of the shares of Series B Preferred Stock then outstanding and (iv) any of the rights, powers, preferences and other terms of the Series A Preferred Stock set forth herein may be waived on behalf of all holders of Series A Preferred Stock by the affirmative written consent or vote of the holders of at least 75% of the shares of Series A Preferred Stock then outstanding.

9.           Notices. Any notice required or permitted by the provisions of this Article Fourth to be given to a holder of shares of any series of Preferred Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

FIFTH: Subject to any additional vote required by the Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.

SEVENTH: Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article Ninth to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

TENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) directors, officers and agents of the Corporation (and any other persons to which General Corporation Law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law.

Any amendment, repeal or modification of the foregoing provisions of this Article Tenth shall not adversely affect any right or protection of any director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification.

ELEVENTH: The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person in such Covered Person’s capacity as a director of the Corporation.

*        *        *

6.             That the foregoing amendment and restatement was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of the General Corporation Law.

7.             That this Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this _____ day of April 2013.

By:
	Stuart Page
	President and Chief Executive Officer

EXHIBIT C

FORM OF WARRANT

Execution Version

Warrant No. C1-_______ Issue Date:      April 30     , 2013

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THIS INSTRUMENT.

GLORI ENERGY INC.

SERIES C-1 PREFERRED STOCK PURCHASE WARRANT (THE “WARRANT”)

THIS CERTIFIES that [__________] (the “Holder”) is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the issue date hereof and on or prior to the Expiration Date (as defined below), but not thereafter, to subscribe for and purchase from Glori Energy Inc., a Delaware corporation (the “Company”), up to [__________]shares of the Company’s Series C-1 Preferred Stock, par value $0.0001 per share (the “Series C-1 Preferred Stock”), (or other securities as to which purchase rights under this Series C-1 Preferred Stock Purchase Warrant exist) (the “Shares”) at an exercise price of $2.741 per share (the “Exercise Price”). The Exercise Price and the Shares purchasable hereunder are subject to adjustment as set forth in Section 9. This Warrant may be exercised for Shares at any time on or after the date hereof and on or prior to the close of business on ________ ___, 2023 (the “Expiration Date”). This Warrant is one of the Warrants issued pursuant to that certain Series C-1 Preferred Stock and Warrant Purchase Agreement dated as of the date hereof among the Holder, certain other Holders of Warrants and the Company (the “Purchase Agreement”).

The following is a statement of the rights of the Holder of this Warrant and the conditions to which this Warrant is subject, and to which the Holder, by the acceptance of this Warrant, agrees:

1.           Definitions.

(a)           “Change of Control” shall mean either (a) a transaction or series of related transactions in which a person, or a group of related persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company or (b) a transaction that qualifies as a “Deemed Liquidation Event” as defined in the Restated Certificate.

(b)           “Common Stock” shall mean the Company’s common stock, $0.0001 par value per share.

(c)           “IPO” shall mean a firm-commitment underwritten public offering of the Company’s Common Stock pursuant to an effective registration statement under the Securities Act, or comparable laws of any foreign jurisdiction or rules of any foreign exchange resulting in (a) at least $50,000,000 of gross proceeds to the Company or (b) such lesser amount of gross proceeds to the Company as approved by the written consent or affirmative vote of at least 66-2/3% of the then outstanding shares of the Company’s Series B Preferred Stock, par value $0.0001 per share, the Company’s Series C Preferred Stock, par value $0.0001 per share, and the Series C-1 Preferred Stock, voting together as a single class on an as-issued basis.

(d)           “Restated Certificate” means the Amended and Restated Certificate of Incorporation of the Company, dated as of the date hereof, as such certificate of incorporation may be amended, or amended and restated, from time to time.

(e)           “Securities” shall mean this Warrant and the Shares issuable upon exercise of this Warrant.

(f)           “Securities Act” shall mean the Securities Act of 1933, as amended.

(g)           “Series C/C-1 Warrants” shall mean those certain Series C Preferred Stock Purchase Warrants and Series C-1 Preferred Stock Purchase Warrants issued by the Company to the holders named therein.

2.           Exercise of Warrant.

(a)            The purchase rights represented by this Warrant are exercisable by the Holder, in whole or in part, by the surrender of this Warrant and the Notice of Exercise annexed hereto duly executed at the principal executive office of the Company (or such other office or agency of the Company as it may designate by notice in writing to the Holder at the address of the Holder appearing on the books of the Company), and upon payment of the Exercise Price of the Shares thereby purchased (by cash or by check or bank draft payable to the order of the Company); whereupon the Holder shall be entitled to receive a certificate for the number of Shares so purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase of the Shares, the Holder shall be entitled to exercise this Warrant, the Shares so purchased shall be and be deemed to be issued to the Holder as the record owner of such Shares as of the close of business on the date on which this Warrant shall have been exercised.

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(b)           In lieu of exercising this Warrant by payment of cash or check pursuant to subsection (a) above, the Holder may elect to receive Shares equal to the value of the Warrant (based upon the value of the Shares or the portion thereof being exercised), at any time after the date hereof and before the close of business on the Expiration Date, by surrender of this Warrant at the principal executive office of the Company, together with the Notice of Conversion annexed hereto, in which event the Company will issue to the Holder Shares in accordance with the following formula:

	Y(A-B)
X     =	A

Where,	X	=	the number of Shares to be issued to the Holder;
	Y	=	the number of Shares for which the Warrant is being exercised;
	A	=	the fair market value of one Share; and
	B	=	the Exercise Price.

For purposes of this Section 2(b), the fair market value of a Share is defined as follows:

(i)           if the exercise is in connection with an IPO, then the fair market value shall be the product of (A) the per share offering price of the Common Stock to the public in the IPO and (B) the number of shares of Common Stock into which each Share is convertible at the time of such exercise;

(ii)           if the exercise is in connection with a Change of Control, then the fair market value shall be the value received in such Change of Control by the holders of the securities as to which purchase rights under this Warrant exist; or

(iii)           if the exercise is prior to an IPO, the value shall be the fair market value thereof, as determined in good faith by an independent valuation firm selected by the Company’s Board of Directors.

3.           Nonassessable. The Company covenants that all Shares which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). Certificates for Shares purchased hereunder shall be delivered to the Holder within a reasonable time after the date on which this Warrant shall have been exercised as aforesaid.

4.           No Fractional Shares. No fractional shares representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each Share may be purchased hereunder shall be paid in cash to the Holder.

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5.           Charges, Taxes and Expenses. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any certificate in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such certificate unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or is not payable.

6.           No Rights as Stockholder. This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof.

7.           Loss, Theft, Destruction or Mutilation of Warrant. On receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement satisfactory in form and substance to the Company or, in the case of mutilation, on surrender and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like tenor and amount.

8.           Saturdays, Sundays, Holidays. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, a Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

9.           Adjustments. In the event of changes in the outstanding Shares of the Company by reason of stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of Shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder, on exercise for the same aggregate Exercise Price, the total number, class, and kind of shares as the Holder would have owned had the Warrant been exercised prior to such event and had the Holder continued to hold such shares until after such event requiring adjustment. The form of this Warrant need not be changed because of any adjustment in the number of Shares subject to this Warrant.

10.           Restrictions on Transferability of Securities.

(a)           Restrictions on Transferability. The Securities shall not be sold, assigned, transferred or pledged except upon the conditions specified in this Section 10.

(b)           Restrictive Legend. Each certificate representing the Securities and any other securities issued in respect of the Securities upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 10(c)) be stamped or otherwise imprinted with a legend in the following form (in addition to any legend required under applicable state securities laws or the Company’s bylaws):

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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH IN THAT CERTAIN FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG THE COMPANY AND THE PARTIES THERETO, A COPY OF WHICH MAY BE OBTAINED AT THE COMPANY’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SECURITIES.

Each holder of Securities and each subsequent transferee consents to the Company making a notation on its records and giving instructions to any transfer agent of the Securities in order to implement the restrictions on transfer established in this Section 10.

(c)           Notice of Proposed Transfers. Each holder of a warrant or stock certificate, as the case may be, representing the Securities, by acceptance thereof, agrees to comply in all respects with the provisions of the Fourth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date hereof, among the Company and the parties thereto (as such agreement may be amended, or amended and restated, from time to time), and Section 2.12 of the Fourth Amended and Restated Investors’ Rights Agreement, dated as of the date hereof, among the Company and the parties named thereto (as such agreement may be amended, or amended and restated, from time to time).

11.           Investment Representations of the Holder. With respect to the acquisition of any of the Securities, the Holder hereby represents and warrants to the Company as follows:

(a)           Purchase Entirely for Own Account. This Warrant is made with the Holder in reliance upon the Holder’s representation to the Company, which by the Holder’s execution of this Warrant the Holder hereby confirms, that the Securities will be acquired for investment for the Holder’s own account and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Warrant, the Holder further represents that the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person with respect to any of the Securities.

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(b)           Reliance upon Holders’ Representations. The Holder understands that the Securities have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, and that the Company’s reliance on such exemption is predicated on the Holder’s representations set forth herein.

(c)           Investment Experience; Economic Risk. The Holder understands that the Company has a limited financial and operating history and that an investment in the Company involves substantial risks. The Holder is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to that of the Company and acknowledges that the Holder is able to fend for himself, herself or itself. The Holder has such knowledge and experience in financial and business matters that the Holder is capable of evaluating the merits and risks of the investment in the Securities. The Holder can bear the economic risk of the Holder’s investment and is able, without impairing the Holder’s financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of the Holder’s investment.

(d)           Accredited Investor Status. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, as such rule is presently in effect. If other than an individual, the Holder also represents that it has not been organized for the purpose of acquiring the Shares.

(e)           Restricted Securities. The Holder understands that immediately following its purchase of the Securities hereunder, such Securities will be characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such Securities may be resold without registration under the Securities Act, only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 as promulgated by the SEC under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

12.           Termination; Early Termination Upon IPO; Change of Control.

(a)           The purchase rights represented by this Warrant shall terminate and be of no further force and effect upon the earlier of (i) the Expiration Date, (ii) the consummation of an IPO or (iii) a Change of Control.

(b)           In the event of an IPO prior to the Expiration Date and so long as this Warrant has not been exercised prior to the consummation of such IPO if the fair market value of a Share (as determined in accordance with Section 2(b)(i)) (i) exceeds the Exercise Price, this Warrant shall be deemed to be automatically exercised in full (without any action from any party) immediately prior to the consummation of such IPO pursuant to the net exercise formula set forth in Section 2(b) or (ii) is equal to or less than the Exercise Price, then this Warrant and the purchase rights represented by this Warrant shall automatically be terminated and be of no further force and effect.

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(c)            In the event of a Change of Control prior to the Expiration Date and so long as this Warrant has not been exercised prior to the consummation of such Change of Control if the fair market value of a Share (as determined in accordance with Section 2(b)(ii)) (i) exceeds the Exercise Price, this Warrant shall be deemed to be automatically exercised in full (without any action from any party) immediately prior to the consummation of such Change in Control and the Holder shall be paid an amount of the same type and form of consideration delivered to the stockholders of the Company with an aggregate value equal to the amount determined in accordance with and pursuant to the net exercise formula set forth in Section 2(b) or (ii) is equal to or less than the Exercise Price, then this Warrant and the purchase rights represented by this Warrant shall automatically be terminated and be of no further force and effect.

13.           Notices. In the event (i) of any capital reorganization of the Company, (ii) of any reclassification of the capital stock of the Company, or (iii) of any voluntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will mail or cause to be mailed to the Holder a notice specifying the date on which such reorganization, reclassification, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of the securities at the time receivable upon the exercise of this Warrant shall be entitled to exchange such securities for the securities or other property deliverable upon such reorganization, reclassification, dissolution, liquidation or winding-up. Such notice shall be given at least twenty (20) days prior to the date therein specified.

14.           Miscellaneous.

(a)           Governing Law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF DELAWARE AS SUCH LAWS ARE APPLIED TO AGREEMENTS BETWEEN DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT REGARD TO CONFLICT OF LAWS RULES.

(b)           Waivers and Amendments. Except as expressly provided herein, neither this Warrant nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Warrant and signed by the Company and the holders of warrants representing not less than 66-2/3% of the Shares issuable upon exercise of any and all outstanding Series C/C-1 Warrants, which approval does not need to include the consent of the Holder. Any amendment, waiver, discharge or termination effected in accordance with this Section 14(b) shall be binding upon each holder of the Warrants, each future holder of such Warrants and the Company; provided, however, that no special consideration or inducement may be given to any such holder in connection with such consent that is not given ratably to all such holders, and that such amendment must apply to all such holders equally and ratably in accordance with the number of Shares issuable upon exercise of the Warrants. The Company shall promptly give notice to all holders of Warrants of any amendment effected in accordance with this Section 14(b) .

(c)           Assignment. This Warrant may be assigned or transferred by the Holder only with the prior written approval of the Company, which shall not be unreasonably withheld; provided however, the Holder may assign or transfer this Warrant to any of its Affiliates (as defined in the Purchase Agreement) without the consent of the Company. As a condition to any such assignment or transfer, each assignee and transferee of this Warrant shall agree to be bound by the provisions of Section 2.11 of that certain Fourth Amended and Restated Investors’ Rights Agreement, dated as of the date hereof, among the Company and the parties named therein, to the same extent as if such assignee or transferee were a party to such agreement. This Warrant shall be binding upon any successors or assigns of the Company.

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(d)           Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by commercial delivery service, mailed by registered or certified mail (return receipt requested), sent via facsimile (with confirmation of receipt) or electronic mail to the parties at the address for each party as set forth on the signature page hereto (or at such other address for a party as such party may designate pursuant to this Section 14).

Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Notice given by facsimile shall be effective upon actual receipt if received during the recipients normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices by facsimile shall be confirmed by the sender promptly after transmission via certified mail or personal delivery. Any party may change any address to which notice is to be given to it by giving notice as provided above or such change of address.

An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.

(e)           Counterparts .. This Warrant may be executed 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. This Warrant may also be executed and delivered by facsimile signature or by email in portable document format, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

GLORI ENERGY INC.

By:

Name:

Title:

Address:

4315 South Drive

Houston, TX 77053

Attn: President and Chief Executive Officer
Facsimile #: (832) 412-1432

Email: spage@glorienergy.com

AGREED AND ACKNOWLEDGED:

“Holder”

(Signature)

(Print Name)

(Title if signing of behalf of an entity)

Address*:

Facsimile #:

Email:

*Please indicate address for notice purposes.

Glori Energy Inc.

Series C-1 Preferred Stock Purchase Warrant

Signature Page

NOTICE OF EXERCISE

TO:	Glori Energy Inc.
	4315 South Drive
	Houston, TX 77053
	ATTN: President and Chief Executive Officer

1.           The undersigned hereby elects to purchase ______________ shares of the Series C-1 Preferred Stock (the “Shares”) of Glori Energy Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full.

2.           Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

(Print Name)

Address:

3.           The undersigned confirms that the Shares are being acquired for the account of the undersigned for investment only and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or selling the Shares.

(Date)	(Signature)
	(Print Name)

NOTICE OF CONVERSION

TO:	Glori Energy Inc.
	4315 South Drive
	Houston, TX 77053
	ATTN: President and Chief Executive Officer

1.           The undersigned hereby elects to convert the attached Warrant into __________ shares of the Series C-1 Preferred Stock (the “Shares”) of Glori Energy Inc. pursuant to Section 2(b) of such Warrant, which conversion shall be effected pursuant to the terms of the attached Warrant.

2.           Please issue a certificate or certificates representing the Shares in the name of the undersigned or in such other name as is specified below:

(Print Name)

Address:

3.           The undersigned represents that the Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

(Date)	(Signature)
	(Print Name)

EX-10.12

Execution version

GLORI ENERGY INC.

SERIES C-2 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

March 13, 2014

TABLE OF CONTENTS

			Page
1.	Purchase and Sale of Series C-2 Preferred Stock and Warrants		1
	1.1	Sale and Issuance of Series C-2 Preferred Stock and Warrants; Closing Date	1
	1.2	Closing; Delivery	1
	1.3	Use of Proceeds	2
	1.4	Amendment to Merger Agreement	2
	1.5	Amendment to Merger Agreement	2
	1.6	Defined Terms Used in this Agreement	2
2.	Representations and Warranties of the Company		5
	2.1	Organization, Good Standing, Corporate Power and Qualification	6
	2.2	Capitalization	6
	2.3	Subsidiaries	7
	2.4	Authorization	8
	2.5	Valid Issuance of Shares	8
	2.6	Governmental Consents and Filings	8
	2.7	Litigation	9
	2.8	Intellectual Property	9
	2.9	Compliance with Other Instruments	10
	2.10	Agreements; Actions	10
	2.11	Certain Transactions	11
	2.12	Rights of Registration and Voting Rights	11
	2.13	Absence of Liens	11
	2.14	Financial Statements	12
	2.15	Changes	12
	2.16	Employee Matters	12
	2.17	Tax Returns and Payments	14
	2.18	Insurance	14
	2.19	Confidential Information and Invention Assignment Agreements	14
	2.20	Permits	14
	2.21	Corporate Documents	14
	2.22	Real Property Holding Corporation	15
	2.23	Environmental and Safety Laws	15
	2.24	Qualified Small Business Stock	15
	2.25	Disclosure	16
3.	Representations and Warranties of the Purchasers		16
	3.1	Authorization	16
	3.2	Purchase Entirely for Own Account	16
	3.3	Disclosure of Information	16
	3.4	Restricted Securities	17
	3.5	No Public Market	17
	3.6	Legends	17
	3.7	Accredited Investor	17
	3.8	Foreign Investor	17
	3.9	No General Solicitation	18
	3.10	Exculpation Among Purchasers	18

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TABLE OF CONTENTS

			Page
	3.11	Residence	18
4.	Conditions to the Purchasers’ Obligations		18
	4.1	Representations and Warranties	18
	4.2	Performance	18
	4.3	Compliance Certificate	18
	4.4	Qualifications	18
	4.5	Board of Directors	18
	4.6	Indemnification Agreements	19
	4.7	Fifth Amended and Restated Investors’ Rights Agreement	19
	4.8	Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement	19
	4.9	Fifth Amended and Restated Voting Agreement	19
	4.10	Restated Certificate	19
	4.11	Secretary’s Certificate	19
	4.12	Proceedings and Documents	19
5.	Conditions TO the Company’s Obligations		19
	5.1	Representations and Warranties	19
	5.2	Performance	19
	5.3	Qualifications	19
	5.4	Fifth Amended and Restated Investors’ Rights Agreement	20
	5.5	Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement	20
	5.6	Fifth Amended and Restated Voting Agreement	20
6.	Miscellaneous		20
	6.1	Survival of Warranties	20
	6.2	Successors and Assigns	20
	6.3	Governing Law	20
	6.4	Counterparts; Facsimile	20
	6.5	Titles and Subtitles	20
	6.6	Notices	21
	6.7	No Finder’s Fees	21
	6.8	Attorney’s Fees	21
	6.9	Amendments and Waivers	21
	6.10	Severability	21
	6.11	Delays or Omissions	22
	6.12	Entire Agreement	22
	6.13	Dispute Resolution	22
	6.14	Indemnification	23
	6.15	No Commitment for Additional Financing	24
	6.16	Principal Business Operations	24
Exhibit A		Schedule of Purchasers
Exhibit B		Form of Amended and Restated Certificate of Incorporation
Exhibit C		Form of Warrant
Exhibit D		Form of Warrant Termination Agreement

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SERIES C-2 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT

THIS SERIES C-2 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of March 13, 2014, by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and the purchasers listed on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company desires to sell to the Purchasers, and the Purchasers desire to purchase from the Company, (a) shares of the Company's Series C-2 Preferred Stock, par value $0.0001 per share (the “Series C-2 Preferred Stock”), and (b) warrants (the “Warrants”) to purchase shares of Series C-2 Preferred Stock, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, the parties hereto hereby agree as follows:

1.           Purchase and Sale of Series C-2 Preferred Stock and Warrants.

1.1         Sale and Issuance of Series C-2 Preferred Stock and Warrants; Closing Date.

(a)          The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached hereto (the “Restated Certificate”).

(b)          Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing, and the Company agrees to sell and issue to the Purchasers at the Closing, that number of shares of Series C-2 Preferred Stock set forth in the column designated “Closing Shares” opposite such Purchaser’s name on Exhibit A, at a purchase price of $2.741 per share. The consideration for the purchased shares of Series C-2 Preferred Stock shall be paid in cash. The shares of Series C-2 Preferred Stock, when issued to the Purchasers pursuant to this Agreement, shall be referred to in this Agreement as the “Shares.”

(c)          Subject to the terms and conditions of this Agreement, the Company agrees to issue to each Purchaser at the Closing Warrants to purchase that number of shares of Series C-2 Preferred Stock set forth opposite such Purchaser’s name on Exhibit A at an exercise price of $2.741 per share of Series C-2 Preferred Stock. The Warrants shall be in the form of Exhibit C attached hereto. The shares of Series C-2 Preferred Stock for which the Warrants are exercisable are herein referred to as “Warrant Shares”.

1.2         Closing; Delivery.

(a)          The purchase and sale of the Shares and the Warrants in the amounts as set forth on Exhibit A shall take place remotely via the exchange of documents and signatures, at 10:00 a.m., Houston, Texas time, on the date hereof, or at such other time and place as the Company and the Purchasers purchasing a majority of the Closing Shares shall mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).

(b)          At the Closing, the Company shall deliver to each Purchaser (i) a certificate representing the Shares being purchased by such Purchaser at the Closing against payment of the purchase price therefor by wire transfer to a bank account designated by the Company and (ii) a Warrant exercisable for the number of Warrant Shares set forth opposite such Purchaser’s name on Exhibit A.

1.3         Use of Proceeds. In accordance with the directions of the Board of Directors, as it shall be constituted in accordance with the Fifth Amended and Restated Voting Agreement, the Company will use the proceeds from the sale of the Shares and Warrants for contribution to a wholly owned subsidiary for its acquisition of oil and gas properties (consistent with the Company’s current business model), working capital and general corporate purposes. The Company acknowledges that Texas ACP II, L.P. and Texas ACP Venture Partners I, LLC have restrictions on the use of proceeds of their investments. The Company further acknowledges that no more than 50% of the proceeds received from Texas ACP II, L.P will be used for any repayment of indebtedness or any distributions to any of the Stockholders and that none of the proceeds received from Texas ACP Venture Partners I, LLC will be used for any repayment of indebtedness or any distributions to any of the Stockholders.

1.4         Amendment to Merger Agreement. The Company shall take such necessary action, including causing the Merger Agreement to be amended, to provide that, with respect to the shares of Glori Acquisition which the Purchasers shall receive as consideration for the Shares upon consummation of the transactions contemplated by the Merger Agreement, (i) the Purchasers shall not be required to execute and deliver Lock-Up Agreements and (ii) the Purchasers shall have registration rights similar to those of the investors participating in the PIPE Investment.

1.5         Warrant Termination Agreements. Each of the Purchasers hereby covenants and agrees to execute and deliver a Warrant Termination Agreement substantially in the form of Exhibit D within 10 days after the Closing setting forth the amendment and termination of the Warrants (and any other warrants for the purchase of Company Stock) held by such Purchaser in connection with the closing of the Merger Agreement.

1.6         Defined Terms Used in this Agreement. The following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.

“409A Plan” shall have the meaning set forth in Section 2.2(f).

“AAA” shall have the meaning set forth in Section 6.13.

“Affiliate” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any partner, officer, director, member or employee of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person.

2

“Agreement” shall have the meaning set forth in the preamble.

“Balance Sheet Date” shall have the meaning set forth in Section 2.14.

“Board of Directors” means the board of directors of the Company.

“Bylaws" means the bylaws of the Company, as amended.

“Closing” shall have the meaning set forth in Section 1.2(a).

“Closing Shares” shall have the meaning set forth in Section 1.1(b).

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

“Common Stock” shall have the meaning set forth in Section 2.2(a).

“Company” shall have the meaning set forth in the preamble.

“Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be conducted.

“Confidential Information Agreements” shall have the meaning set forth in Section 2.19.

“Disclosure Letter” shall have the meaning set forth in the first paragraph of Section 2.

“Environmental Laws” shall have the meaning set forth in Section 2.23.

“ERISA” shall have the meaning set forth in Section 2.16(g).

“Financial Statements” shall have the meaning set forth in Section 2.14.

“Fifth Amended and Restated Investors’ Rights Agreement” means that certain Fifth Amended and Restated Investors' Rights Agreement, dated as of the date of the Closing, by and among the Company, The Energy and Resources Institute, the Purchasers and certain other Stockholders.

“Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement” means that certain Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of the date of the Closing, by and among the Company, the Purchasers, and certain other Stockholders.

3

“Fifth Amended and Restated Voting Agreement” means that certain Fifth Amended and Restated Voting Agreement, dated as of the date of the Closing, by and among the Company, the Purchasers and certain other Stockholders.

“Glori Acquisition” means Glori Acquisition Corp., a Delaware corporation.

“Hazardous Substance” shall have the meaning set forth in Section 2.23.

“Indemnification Agreement” means the indemnification agreements (if any) between the Company and any member of the Board of Directors designated by any Purchaser entitled to designate a member of the Board of Directors pursuant to the Fifth Amended and Restated Voting Agreement.

“Indemnified Liabilities” shall have the meaning set forth in Section 6.14(a).

“Indemnitees” shall have the meaning set forth in Section 6.14(a).

“Key Employee” means any executive-level employee (including vice president-level positions) as well as any employee or consultant who either alone or in concert with others develops, invents, programs or designs any Company Intellectual Property.

“Knowledge”, including the phrase “to the Company’s knowledge”, shall mean the actual knowledge after reasonable investigation of the following officers: Stuart M. Page and Victor Perez.

“Lock-Up Agreements” means the Lock-Up Agreements to be executed and delivered by the holders of Company's capital stock as a condition to receipt of shares of Glori Acquisition as consideration therefor upon the consummation of the transactions contemplated by the Merger Agreement.

“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Company and its subsidiaries, taken as a whole.

"Merger Agreement" means that certain Merger and Share Exchange Agreement, dated as of January 8, 2014, by and among Infinity Cross Border Acquisition Corporation, Glori Acquisition, Glori Merger Subsidiary, Inc., the Company and Infinity-C.S.V.C. Management Ltd.

“PCB” shall have the meaning set forth in Section 2.23.

“Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

“PIPE Investment” means the private investment in public equity of at least $8,500,000 in Glori Acquisition at or prior to the closing of the Merger Agreement.

“Preferred Stock” shall have the meaning set forth in Section 2.2(b).

4

“Purchaser” shall have the meaning set forth in the preamble.

“Restated Certificate” shall have the meaning set forth in Section 1.1(a).

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

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

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

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

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

“Series C-2 Preferred Stock” shall have the meaning set forth in the recitals.

“Shares” shall have the meaning set forth in Section 1.1(b).

“Stock Plan” shall have the meaning set forth in Section 2.2(c).

“Stockholders” means, collectively, the holders of the Common Stock and the Preferred Stock.

“Transaction Agreements” means this Agreement, the Fifth Amended and Restated Investors’ Rights Agreement, the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement, the Fifth Amended and Restated Voting Agreement and the Indemnification Agreements.

“Warrant Shares” shall have the meaning set forth in Section 1.1(c).

“Warrants” shall have the meaning set forth in the recitals.

2.          Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser that, except as set forth on the disclosure letter delivered by the Company to the Purchasers at the Closing (the “Disclosure Letter”), which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are, to the Company’s knowledge, true and complete as of the date of the Closing, except as otherwise indicated. The Disclosure Letter shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2 and Section 6.7, and the disclosures in any section or subsection of the Disclosure Letter shall qualify other sections and subsections in this Section 2 or Section 6.7 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. For purposes of these representations and warranties (other than those in Sections 2.2, 2.3, 2.4, 2.5 and 2.6), the term “the Company” shall include any subsidiaries of the Company, unless otherwise noted herein.

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2.1         Organization, Good Standing, Corporate Power and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

2.2         Capitalization. The authorized capital of the Company consists, immediately prior to the Closing, of:

(a)          100,000,000 shares of common stock, $0.0001 par value per share (the “Common Stock”), 3,295,771 shares of which are issued and outstanding immediately prior to the Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The Company holds no treasury stock and no shares of Preferred Stock in its treasury.

(b)          29,522,607 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), (i) 521,852 of which have been designated Series A Preferred Stock, 475,541 of which are issued and outstanding immediately prior to the Closing, (ii) 2,901,052 of which have been designated Series B Preferred Stock, 2,901,052 of which are issued and outstanding immediately prior to the Closing, (iii) 13,780,033 of which have been designated Series C Preferred Stock, 7,296,607 of which are issued and outstanding immediately prior to the Closing, (iv) 8,836,718 of which have been designated Series C-1 Preferred Stock, 4,462,968 of which are issued and outstanding immediately prior to the Closing, and (v) 3,482,952 of which have been designated Series C-2 Preferred Stock, none of which are issued and outstanding immediately prior to the Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the general corporation law of the jurisdiction of the Company’s incorporation.

(c)          The Company has reserved 7,485,452 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2006 Stock Option and Grant Plan duly adopted by the Board of Directors and approved by the Stockholders (the “Stock Plan”). Of the 7,485,452 shares of Common Stock reserved for issuance under the Stock Plan, (i) 6,734,322 of such shares are reserved for issuance upon exercise of currently outstanding options and (ii) 751,130 shares remain available for future stock options and other awards permitted under the Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

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(d)          Section 2.2(d) of the Disclosure Letter sets forth the capitalization of the Company immediately following the Closing, including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) issued stock options, including vesting schedule and exercise price; (iii) stock options not yet issued but reserved for issuance; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, including the Warrants. Except for (X) the conversion privileges of the Shares and exercise rights with respect to the Warrant Shares to be issued under this Agreement and the conversion privileges of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series C-1 Preferred Stock and the Series C-2 Preferred Stock, (Y) the rights provided in Section 4 of the Fifth Amended and Restated Investors’ Rights Agreement, and (Z) the securities and rights described in this Section 2.2 and in Section 2.2(d) of the Disclosure Letter, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock or Series C-2 Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series C-1 Preferred Stock or Series C-2 Preferred Stock. Except as set forth in Section 2.2(d) of the Disclosure Letter, all outstanding shares of the Common Stock and all shares of the Common Stock underlying outstanding options are subject to (I) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (II) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the SEC under the Securities Act.

(e)          Except as set forth in Section 2.2(e) of the Disclosure Letter, (i) none of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events; and (ii) the Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.

(f)          No stock options, stock appreciation rights or other equity-based awards issued or granted by the Company are subject to the requirements of Section 409A of the Code. Each “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. No payment to be made under any 409A Plan is, or to the Company's knowledge will be, subject to the penalties of Section 409A(a)(1) of the Code.

2.3           Subsidiaries. Except as set forth in Section 2.3 of the Disclosure Letter, (i) the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity; and (ii) the Company is not a participant in any joint venture, partnership or similar arrangement.

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2.4           Authorization. All corporate action required to be taken by the Board of Directors and the Stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares and Warrants has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Fifth Amended and Restated Investors’ Rights Agreement and each Indemnification Agreement may be limited by applicable federal or state securities laws.

2.5           Valid Issuance of Shares. The Shares and Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, the Restated Certificate, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 3 of this Agreement and subject to the filings described in subclause (b) of Section 2.6 below below, the Shares and Warrants will be issued in compliance with all applicable federal and state securities laws. The Series C-2 Preferred Stock issuable upon exercise of the Warrants and the Common Stock issuable upon conversion of the Shares and the Warrant Shares have been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid, nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, the Restated Certificate, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Shares and the Warrant Shares will be issued in compliance with all applicable federal and state securities laws.

2.6           Governmental Consents and Filings. Assuming the accuracy of the representations made by the Purchasers in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (a) the filing of the Restated Certificate, which will have been filed as of the Closing, and (b) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.

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2.7           Litigation. Except as set forth in Section 2.7 of the Disclosure Letter, there is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Company’s knowledge, currently threatened (i) against the Company or any officer, director or Key Employee of the Company arising out of their employment or Board of Directors relationship with the Company; (ii) that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers.

2.8           Intellectual Property. The Company owns or possesses sufficient legal rights to all Company Intellectual Property without, to the Company's knowledge, any conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than as set forth in Section 2.8 of the Disclosure Letter, other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each Company employee and consultant who has contributed to the Company Intellectual Property has assigned to the Company all intellectual property rights he or she owns that are part of the Company Intellectual Property. Section 2.8 of the Disclosure Letter lists all Company Intellectual Property that is registered or for which a pending registration has been filed. The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement. For purposes of this Section 2.8, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.

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2.9           Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of the Restated Certificate or the Bylaws, (ii) of any instrument, judgment, order, writ or decree in which the Company is named or by which it is bound, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Letter, or of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. Other than as set forth in Section 2.9 of the Disclosure Letter, the execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.

2.10       Agreements; Actions.

(a)          Except for the Transaction Agreements and except as set forth in Section 2.10 of the Disclosure Letter, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(b)          Except as set forth in Section 2.10 of the Disclosure Letter, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,000 or in excess of $1,000,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of this Section 2.10(b) and Section 2.10(c) below, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.

(c)          The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

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2.11       Certain Transactions.

(a)          Except as set forth in Section 2.11 of the Disclosure Letter, and other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each case, approved in the written minutes of the Board of Directors (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.

(b)          Except as set forth in Section 2.11 of the Disclosure Letter, the Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. Except as set forth in Section 2.11 of the Disclosure Letter, none of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing (i) is, directly or indirectly, indebted to the Company or, (ii) to the Company’s knowledge, has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers or employees or stockholders of the Company may own stock in (but not exceeding two percent of the outstanding capital stock of) publicly traded companies that may compete with the Company. None of the Company’s Key Employees or directors or any members of their immediate families or any Affiliate of any of the foregoing are, directly or indirectly, interested in any contract with the Company. None of the directors or officers of the Company, or any members of their immediate families, has any material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors.

2.12       Rights of Registration and Voting Rights. Except as provided in the Fifth Amended and Restated Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Fifth Amended and Restated Voting Agreement, no Stockholder has entered into any agreement with respect to the voting of capital shares of the Company.

2.13       Absence of Liens. Except as set forth in Section 2.13 of the Disclosure Letter, the property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets.

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2.14       Financial Statements. The Company has delivered to each Purchaser its audited financial statements as of December 31, 2012 and for the fiscal year ended December 31, 2012, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of September 30, 2013 (the “Balance Sheet Date”) and for the period ended September 30, 2013 (collectively, the “Financial Statements”). Except as set forth in Section 2.14 of the Disclosure Letter, the Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to the Balance Sheet Date, obligations under contracts and commitments incurred in the ordinary course of business and liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

2.15       Changes. Since the Balance Sheet Date, there have been no events or circumstances of any kind that have had or could reasonably be expected to result in a Material Adverse Effect.

2.16       Employee Matters.

(a)          As of the date hereof, the Company employs 32 full-time employees, no part-time employees and no temporary employees and engages seven consultants or independent contractors. Section 2.16(a) of the Disclosure Letter sets forth a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Company who received compensation in excess of $50,000 for the fiscal year ended December 31, 2013 or is anticipated to receive compensation in excess of $50,000 for the fiscal year ending December 31, 2014.

(b)          To the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution nor the delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.

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(c)          As of the date hereof, the Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed on behalf of the Company or amounts required to be reimbursed to such employees, consultants, or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective bargaining. The Company has withheld and paid to the appropriate governmental entities or is holding for payment not yet due to such governmental entities all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing.

(d)          Except as set forth in Section 2.16(d) of the Disclosure Letter, to the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth in Section 2.16(d) of the Disclosure Letter or as required by law, upon termination of the employment of any such employee, no severance or other payments will become due. Except as set forth in Section 2.16(d) of the Disclosure Letter, the Company has no policy, practice, plan, or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.

(e)          Except as set forth in Section 2.16(e) of the Disclosure Letter, to the Company’s knowledge, the Company has not made any representations regarding equity incentives to any officer, employee, director or consultant of the Company that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Board of Directors.

(f)          Except as set forth in Section 2.16(f) of the Disclosure Letter, each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment.

(g)          Section 2.16(g) of the Disclosure Letter sets forth each employee benefit plan maintained, established or sponsored by the Company, or which the Company participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan.

(h)          The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the Company's knowledge, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.

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(i)          To the Company’s knowledge, none of the Key Employees or directors of the Company has been (A) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property; (B) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (C) subject to any order, judgment, or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (D) found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.

2.17       Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.

2.18       Insurance. The Company has in full force and effect fire and casualty insurance policies with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.

2.19       Confidential Information and Invention Assignment Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. The Company is not aware that any of its Key Employees is in violation thereof.

2.20       Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

2.21       Corporate Documents. The Restated Certificate and the Bylaws are in the forms provided to the Purchasers. The copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of the Board of Directors and the Stockholders and all actions by written consent without a meeting by the Board of Directors and the Stockholders since the date of incorporation and accurately reflects in all material respects all actions by the Board of Directors (and any committee of the Board of Directors) and the Stockholders with respect to all transactions referred to in such minutes.

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2.22       Real Property Holding Corporation. The Company is not now and has never been a “United States real property holding corporation” as defined in the Code and any applicable regulations promulgated thereunder. The Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns which are required under such regulations.

2.23       Environmental and Safety Laws. Except as could not reasonably be expected to have a Material Adverse Effect, (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or, to the Company’s knowledge, threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCB”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes of this Section 2.23, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

2.24       Qualified Small Business Stock. As of and immediately following the Closing, (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made purchases of its own stock described in Code Section 1202(c)(3)(B) during the one-year period preceding the Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2 and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between its incorporation and through the Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by the Company in a manner either grossly negligent or fraudulent.

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2.25       Disclosure. The Company has made available to the Purchasers all of the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Shares. No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Letter, and no certificate furnished or to be furnished to the Purchasers at the Closing contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. It is understood that this representation is qualified by the fact that, except for the disclosures contained in this Agreement and in the Disclosure Letter, the Company has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information which may be furnished to purchasers of securities.

3.           Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, as follows:

3.1         Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which such Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.

3.2         Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares and Warrants (including the Warrant Shares to be issued upon exercise of the Warrants) to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares or the Warrants (including the Warrant Shares to be issued upon exercise of the Warrants). The Purchaser has not been formed for the specific purpose of acquiring the Shares or the Warrants (including the Warrant Shares to be issued upon exercise of the Warrants).

3.3         Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review the Company’s facilities; provided, however, that the foregoing shall not limit or modify the representations and warranties of the Company in Section 2 and Section 6.7 of this Agreement or the right of the Purchaser to rely thereon.

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3.4         Restricted Securities. The Purchaser understands that the Shares and the Warrant Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations in this Section 3. The Purchaser understands that the Shares and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to such laws, the Purchaser must hold the Shares and Warrant Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, Warrant Shares, or the Common Stock into which they may be converted, for resale except as set forth in the Fifth Amended and Restated Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

3.5         No Public Market. The Purchaser understands that no public market now exists for the Shares or the Warrant Shares, and that the Company has made no assurances that a public market will ever exist for the Shares or the Warrant Shares.

3.6         Legends. The Purchaser understands that the Shares, the Warrant Shares and any securities issued in respect of or exchange for the Shares and Warrant Shares may bear one or all of the following legends:

(a)          “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”;

(b)          any legend set forth in, or required by, the other Transaction Agreements; and

(c)          any legend required by the securities laws of any state to the extent such laws are applicable to the Shares or Warrant Shares represented by the certificate so legended.

3.7         Accredited Investor. The Purchaser is an accredited investor, as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

3.8         Foreign Investor. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares and Warrants or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares and Warrants, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares and Warrants. Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares and Warrants will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

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3.9         No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares.

3.10       Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that no Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares or Warrants.

3.11       Residence. If the Purchaser is a partnership, corporation, limited liability company or other entity, then the office address or addresses of the Purchaser's principal place of business is identified under the Purchaser's name in Exhibit A.

4.           Conditions to the Purchasers’ Obligations. The obligation of each Purchaser to purchase Shares and Warrants at the Closing is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

4.1         Representations and Warranties. The representations and warranties of the Company contained in Section 2 and Section 6.7 shall be true and correct in all material respects as of the Closing, except that any such representations and warranties shall be true and correct in all respects where such representation and warranty is qualified with respect to materiality.

4.2         Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.

4.3         Compliance Certificate. The Chief Executive Officer of the Company shall deliver to the Purchasers at the Closing a certificate certifying that the conditions specified in Sections 4.1 and 4.2 have been fulfilled.

4.4         Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares and Warrants pursuant to this Agreement shall be obtained and effective as of the Closing.

4.5         Board of Directors. As of the Closing, the authorized size of the Board of Directors shall be 10, and the Board of Directors shall include each of Jonathan Schulhof, Michael Schulhof, Stuart Page, Matthew Gibbs, Ganesh Kishore, Mark Puckett, John Clarke, Larry Aschebrook and Damon Rawie.

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4.6         Indemnification Agreements. The Company and each member of the Board of Directors designated by a Purchaser (other than any Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder) shall have executed and delivered the Indemnification Agreements.

4.7         Fifth Amended and Restated Investors’ Rights Agreement. The Company and each Purchaser and the other Stockholders named as parties thereto shall have executed and delivered the Fifth Amended and Restated Investors’ Rights Agreement.

4.8         Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement. The Company, each Purchaser, and the other Stockholders named as parties thereto shall have executed and delivered the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement.

4.9         Fifth Amended and Restated Voting Agreement. The Company, each Purchaser and the other Stockholders named as parties thereto shall have executed and delivered the Fifth Amended and Restated Voting Agreement.

4.10       Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of the State of Delaware at or prior to the Closing, and the Restated Certificate shall continue to be in full force and effect as of the Closing.

4.11       Secretary’s Certificate. The secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws, (ii) resolutions of the Board of Directors approving the Transaction Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the Stockholders approving the Restated Certificate.

4.12       Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as reasonably requested.

5.          Conditions to the Company’s Obligations. The obligation of the Company to sell the Shares and the Warrants to the Purchasers at the Closing is subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

5.1         Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 and Section 6.7 shall be true and correct in all material respects as of the Closing.

5.2         Performance. The Purchasers shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing.

5.3         Qualifications. All authorizations, approvals and permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares and Warrants pursuant to this Agreement shall have been obtained and shall be effective as of the Closing.

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5.4         Fifth Amended and Restated Investors’ Rights Agreement. Each Purchaser and the other Stockholders named as parties thereto shall have executed and delivered the Fifth Amended and Restated Investors’ Rights Agreement.

5.5         Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement. Each Purchaser and the other Stockholders named as parties thereto shall have executed and delivered the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement.

5.6         Fifth Amended and Restated Voting Agreement. Each Purchaser and the other Stockholders named as parties thereto shall have executed and delivered the Fifth Amended and Restated Voting Agreement.

6.          Miscellaneous.

6.1         Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company.

6.2         Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.3         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 General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters, shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the laws of the State of New York.

6.4         Counterparts; Facsimile. This Agreement, any Transaction Agreement and any other document prepared in connection with the transactions contemplated hereby or thereby may be executed and delivered by facsimile signature or by email in portable document format and 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.

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

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6.6         Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (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 days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the parties hereto at their respective addresses as set forth on the signature page to this Agreement or Exhibit A, as applicable, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. If notice is given to the Company, a copy shall also be sent to Norton Rose Fulbright, Fulbright Tower, 1301 McKinney, Suite 5100, Houston, Texas, 77010-3095, Attn: Charles D. Powell.

6.7         No Finder’s Fees. Except as set forth in Section 6.7 of the Disclosure Letter, each party hereto represents that it neither is, nor will be, obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which any Purchaser or any of its officers, employees, or representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

6.8         Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

6.9         Amendments and Waivers. Any term of this Agreement may be amended, terminated or waived only with the written consent of the Company and the holders of at least 66²/₃% of the voting power of the then outstanding Series C-2 Preferred Stock. Any amendment or waiver effected in accordance with this Section 6.9 shall be binding upon each of the Purchasers and each transferee of the Shares, the Warrants or the Warrant Shares (or the Common Stock issuable upon conversion of any of the foregoing), each future holder of any such securities, and the Company.

6.10       Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.

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6.11       Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto under this Agreement, upon any breach or default of any other party hereto under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party hereto nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach or default under this Agreement, or any waiver on the part of any party hereto of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, whether under this Agreement, by law or otherwise, afforded to any party hereto, shall be cumulative and not alternative.

6.12       Entire Agreement. This Agreement (including the Exhibits hereto and the Disclosure Letter), the Restated Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties hereto are expressly canceled.

6.13       Dispute Resolution. Any unresolved controversy or claim arising out of or relating to this Agreement, except (i) as otherwise provided in this Agreement, or (ii) for any such controversies or claims arising out of the intellectual property rights of a party hereto for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties to such arbitration, and if no agreement can be reached within 30 days, then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the American Arbitration Association (the “AAA”). The arbitration shall take place in the city of Houston, Texas (unless otherwise agreed to in writing by the parties to the arbitration), in accordance with the then current Commercial Arbitration Rules of the AAA (which rules are hereby incorporated as an integral part of this Agreement), and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (X) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (Y) depositions of all party witnesses and (Z) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitrator shall be required to provide in writing to the parties to the arbitration the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. The party prevailing in the arbitration, as determined by the arbitrator, shall be entitled to recover its reasonable attorneys' fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.

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6.14       Indemnification.

(a)          In consideration of each Purchaser’s execution and delivery of this Agreement and fulfillment of its, his or her obligations hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless each Purchaser and each Purchaser’s Affiliates, officers, directors, employees and agents (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 (including, without limitation, costs of suit and reasonable attorneys’ fees and expenses) in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought) (the “Indemnified Liabilities”), incurred by such Indemnitee as a result of, or arising out of, or relating to any breach of any representation, warranty, covenant or agreement made by the Company herein. Notwithstanding the foregoing, the Company shall have no obligation under this Section 6.14(a) to defend, protect, indemnify or hold harmless any Indemnitee with respect to any Indemnified Liability to the extent resulting from or arising out of the negligence or willful misconduct of any Indemnitee. Subject to Section 6.14(b), the Company shall reimburse the Indemnitees for the Indemnified Liabilities as such Indemnified Liabilities are incurred. To the extent the Company's undertakings under this Section 6.14(a) may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(b)          In connection with the obligation of the Company to indemnify for expenses as set forth in Section 6.14(a) above, the Company shall, upon presentation of appropriate invoices containing reasonable detail, reimburse each Indemnitee for any such Indemnified Liability incurred by such Indemnitee as the same may be incurred by such Indemnitee; provided, however, that if any such Indemnified Liabilities are incurred pursuant to a cause of action initiated by an Indemnitee against the Company, between the Company and such Indemnitee, such Indemnified Liabilities shall be reimbursed by the Company upon the final determination pursuant to Section 6.13, or otherwise by a court of competent jurisdiction, that the Company has breached a representation, warranty, covenant or agreement made by the Company herein.

(c)          The obligations of the Company in respect of a claim for indemnification or any other claim related to this Agreement shall not include any consequential, punitive, special or exemplary damages, including any damages on account of lost profits or opportunities, business interruption or diminution in value. Notwithstanding anything to the contrary contained in this Agreement, the Company’s total liability to any Indemnitee under this Section 6.14, or otherwise out of any transaction contemplated herein, shall not exceed the purchase price actually paid to the Company by such Indemnitee for the Shares and Warrants pursuant to this Agreement.

(d)          Other than as set forth in this Section 6.14, or with respect to any claim for fraud in the negotiation or execution of this Agreement, indemnification pursuant to this Section 6.14 shall be the sole and exclusive remedy for the parties hereto 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, and each party hereto hereby waives and releases any other rights, remedies, causes of action, or claims that such party may have or that may arise against any other parties hereto with respect thereto.

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6.15        No Commitment for Additional Financing. The Company acknowledges and agrees that no Purchaser has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Shares and Warrants as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by any Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Purchaser or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that such Persons intend for such writing to be a binding obligation or agreement. Each Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

6.16        Principal Business Operations.  The Company will remain headquartered in the State of Texas and maintain business operations in the State of Texas and will not move its principal business operations from the State of Texas for a period of at least 90 days after the date of the Closing.

[Remainder of page intentionally left blank. Signature Page Follows.]

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

GLORI ENERGY INC.
By:
	Stuart Page
	President and Chief Executive Officer

Address:	4315 South Drive
	Houston, TX  77053

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

Texas ACP II, L.P.

By: ADVTG GP II, L.L.C., its General Partner

By:

Name:

Title:

Texas ACP Venture Partners I, LLC

By:

Name:

Title:

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

OXFORD BIOSCIENCE PARTNERS V L.P.
By:  OBP Management V L.P.
By:
	Matthew A. Gibbs – General Partner
mRNA FUND V L.P.
By:  OBP Management V L.P.
By:
	Matthew A. Gibbs – General Partner

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

MALAYSIAN LIFE SCIENCES CAPITAL FUND LTD.
By:	Malaysian Life Sciences Capital Fund Management Company Ltd, its Manager
By:
Name:
Title:

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

ENERGY TECHNOLOGY VENTURES, LLC

By:

Name:

Title:

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

GTI VENTURES, LLC

By:

Name:

Title:

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

KPCB HOLDINGS, INC.

By:

Name:

Title:

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

GENTRY TECHNOLOGY FUND I, LLC

By:

Name:

Title:

Signature Page to Series C-2 Preferred Stock and Warrant Purchase Agreement

EXHIBIT A

SCHEDULE OF PURCHASERS

Investor	Purchase Price for Closing		Total Closing Shares		Total Warrants
Texas ACP II, L.P.
5000 Plaza on the Lake
Suite 195
Austin, Texas 78746
Attention:  Damon Rawie	$	1,250,000.16		456,038		406,250
With a copy to:
Kelley Drye &Warren LLP
Attn:  Thomas Ferguson
333 W. Wacker Dr., Suite 2600
Chicago, IL 60606
Texas ACP Venture Partners I, LLC
5000 Plaza on the Lake
Suite 195
Austin, Texas 78746
Attention:  Damon Rawie	$	499,999.52		182,415		162,500
With a copy to:
Kelley Drye &Warren LLP
Attn:  Thomas Ferguson
333 W. Wacker Dr., Suite 2600
Chicago, IL 60606
Oxford Bioscience Partners V L.P.
535 Boylston Street, Suite 402 Boston, MA 02116	$	977,961.39		356,790		317,837
mRNA Fund V L.P.
535 Boylston Street, Suite 402	$	22,037.64		8,040		7,162
Boston, MA 02116
Malaysian Life Sciences Capital
Fund Ltd.
c/o Burrill & Company
One Embarcadero Center, Suite 2700	$	499,999.52		182,415		162,500
San Francisco, CA 94111
Attn:  Greg Young

Exhibit A to Series C-2 Preferred Stock and Warrant Purchase Agreement

Investor	Purchase Price for Closing		Total Closing Shares		Total Warrants
Energy Technology Ventures, LLC
c/o GE Ventures, LLC
2882 Sand Hill Road
Menlo Park, CA 94025
Attn: General Counsel
With a copy to:	$	499,999.52		182,415		162,500
Lisa R. Blanco
General Counsel & Chief Compliance Officer
Energy Technology Ventures, LLC
Email: lisablanco@me.com
GTI Ventures, LLC
150 East 58th Street
24th Floor	$	125,000.57		45,604		40,625
New York, NY 10155
KPCB Holdings, Inc.
2750 Sand Hill Road	$	50,001.32		18,242		16,250
Menlo Park, CA 94025
Gentry Technology Fund I, LLC
c/o Gentry Financial Partners
205 N. Michigan Ave., Suite 3770
Chicago, IL 60601
Attn: Thomas B. Raterman	$	1,123,999.13		410,069		365,300
With a copy to:
Kelley Drye &Warren LLP
Attn:  Thomas Ferguson
333 W. Wacker Dr., Suite 2600
Chicago, IL 60606
Total:	$	5,048,998.77		1,842,028		1,640,924

Exhibit A to Series C-2 Preferred Stock and Warrant Purchase Agreement

EXHIBIT B

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

[See attached.]

Exhibit B to Series C-2 Preferred Stock and Warrant Purchase Agreement

EXHIBIT C

FORM OF WARRANT

[See attached.]

Exhibit C to Series C-2 Preferred Stock and Warrant Purchase Agreement

EXHIBIT D

FORM OF WARRANT TERMINATION AGREEMENT

[See attached.]

Exhibit D to Series C-2 Preferred Stock and Warrant Purchase Agreement

EX-10.13

Execution Version

Glori ENERGY Production Inc.

Senior Secured First Lien Notes due March 14, 2017

NOTE PURCHASE AGREEMENT

Dated as of March 14, 2014

TABLE OF CONTENTS

Section		Page
1.	DEFINITIONS AND CONSTRUCTION.	1
2.	AUTHORIZATION OF NOTES.	2
3.	SALE AND PURCHASE OF NOTES.	2
4.	CLOSING.	2
5.	CONDITIONS TO CLOSING.	3
5.1.	Certificates as to Resolutions, etc	3
5.2.	Good Standing Certificates, etc	3
5.3.	Agreement	3
5.4.	Additional Capital	3
5.5.	Security Instruments	3
5.6.	Acquisition	4
5.7.	Fees, etc	4
5.8.	Opinions of Counsel	4
5.9.	Insurance	5
5.10.	Default, etc	5
5.11.	Consents and Approvals	5
5.12.	Purchase Permitted by Applicable Law, etc	5
5.13.	Representations and Warranties	5
5.14.	Lien Search Certificates	5
5.15.	Approved Budget	5
5.16.	Transfer of Title to Initial Wells, Acreage and Other Interests	5
5.17.	Swap Agreements	6
5.18.	Due Diligence	6
5.19.	Environmental Condition	6
5.20.	Proceedings and Documents	6
5.21.	Notice of Termination of Operating Agreement	6
6.	[INTENTIONALLY OMITTED.]	7
7.	PAYMENT AND PREPAYMENT OF THE NOTES; CLOSING FEES; ORIGINAL ISSUE DISCOUNT; INTEREST; DEFAULT INTEREST, ETC.	7
7.1.	Maturity	7
7.2.	Optional Prepayments	7
7.3.	Amortization; Mandatory Prepayments	7
7.4.	Allocation of Partial Prepayments	9
7.5.	Maturity; Surrender, etc	9
7.6.	Purchase of Notes	9
7.7.	Interest	10
7.8.	Transaction Fees	10

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7.9.	Default Interest	10
7.10.	Determination of Risk Adjusted Present Value	10
8.	REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.	13
8.1.	Organization; Powers	13
8.2.	Authority; Enforceability	13
8.3.	Approvals; No Conflicts	13
8.4.	Financial Condition; No Material Adverse Effect	14
8.5.	Litigation	14
8.6.	Environmental Matters	14
8.7.	Compliance with Laws and Agreements; No Defaults	15
8.8.	Investment Company Act	15
8.9.	No Subsidiaries	16
8.10.	Taxes	16
8.11.	ERISA	16
8.12.	Disclosure; No Material Misstatements	17
8.13.	Insurance	17
8.14.	Restrictions on Liens	18
8.15.	Subsidiaries, etc	18
8.16.	Location of Business and Offices	18
8.17.	Properties; Title, etc	18
8.18.	Maintenance of Properties	19
8.19.	Swap Agreements	20
8.20.	Use of Proceeds of Notes	20
8.21.	Solvency	20
8.22.	Labor Matters	20
8.23.	Material Contracts	21
8.24.	SBA Information	21
8.25.	Foreign Asset Control Regulations, etc	21
8.26.	Gas Imbalances; Prepayments	21
8.27.	Private Offering by the Company	21
9.	REPRESENTATIONS OF THE PURCHASERS.	22
9.1.	Source of Funds.	22
9.2.	Purchase for Investment	22
10.	AFFIRMATIVE COVENANTS.	22
10.1.	Financial Statements; Ratings Change; Other Information	22
10.2.	Notice of Material Events	26
10.3.	Existence; Conduct of Business	26
10.4.	Material Contracts	27
10.5.	Payment of Obligations	27
10.6.	Performance of Obligations under Note Documents	27
10.7.	Operation and Maintenance of Properties	27
10.8.	Insurance	28
10.9.	Books and Records; Inspection Rights; Monthly Management Updates; Board Observation Rights; Meeting of Holders	29

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10.10.	Compliance with Laws	29
10.11.	Environmental Matters	30
10.12.	Guarantors	31
10.13.	ERISA Compliance	31
10.14.	Senior Status	31
10.15.	Reserve Reports	31
10.16.	Title Information	32
10.17.	Further Assurances	33
10.18.	Additional Collateral	33
10.19.	Swap Agreements	33
10.20.	Swap Intercreditor Agreement	34
10.21.	VCOC Rights	34
10.22.	Notice of Termination and Attorney-in-fact	34
10.23.	Deposit Account Control Agreement	34
11.	NEGATIVE COVENANTS.	35
11.1.	Financial Covenants	35
11.2.	Debt	36
11.3.	Liens	37
11.4.	Restricted Payments, etc	37
11.5.	Investments, Loans and Advances	37
11.6.	Nature of Business	38
11.7.	Prepayments	39
11.8.	Limitation on Leases	39
11.9.	Proceeds of Notes	39
11.10.	ERISA Compliance	39
11.11.	Sale or Discount of Receivables	40
11.12.	Mergers, etc	40
11.13.	Sale of Properties	41
11.14.	Environmental Matters	41
11.15.	Subsidiaries	41
11.16.	Terrorism Sanctions Regulations	41
11.17.	Negative Pledge Agreements; Dividend Restrictions	42
11.18.	Swap Agreements	42
11.19.	Sale and Leaseback	42
11.20.	Transactions with Affiliates	42
11.21.	Amendment, etc. of Material Contracts	42
11.22.	Amendment of Organizational Documents; Management Changes	43
11.23.	G&A Expenses	43
11.24.	Gas Imbalances, Take-or-Pay or Other Prepayments	43
11.25.	Marketing Activities	43
11.26.	Approved Budget	43
12.	EVENTS OF DEFAULT.	44
13.	REMEDIES ON DEFAULT, ETC.	46
13.1.	Acceleration	46

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13.2.	Other Remedies	47
13.3.	Rescission	47
13.4.	No Waivers or Election of Remedies, Expenses, etc	47
14.	GUARANTIES; SUBORDINATION OF OBLIGOR CLAIMS.	47
14.1.	Guaranties	47
14.2.	Right of Contribution	48
14.3.	No Subrogation	48
14.4.	Amendments, etc. with respect to the Guarantied Obligations	49
14.5.	Waivers	49
14.6.	Guaranty Absolute and Unconditional	50
14.7.	Reinstatement	51
14.8.	Payments	51
14.9.	Representations and Warranties	51
14.10.	Affirmative and Negative Covenants	52
14.11.	Subordination of Obligor Claims	52
15.	REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.	53
15.1.	Registration of Notes	53
15.2.	Transfer and Exchange of Notes	53
15.3.	Replacement of Notes	53
16.	PAYMENTS ON NOTES.	54
16.1.	Place of Payment	54
17.	EXPENSES, TAXES, ETC.	54
17.1.	Expenses; Indemnity; Damage Waiver	54
17.2.	Taxes	56
17.3.	Survival	59
18.	SURVIVAL; REVIVAL; REINSTATEMENT; ENTIRE AGREEMENT.	59
19.	AMENDMENT AND WAIVER.	60
19.1.	Requirements	60
19.2.	Solicitation of Holders of Notes	60
19.3.	Binding Effect, etc	61
20.	REPRODUCTION OF DOCUMENTS.	61
21.	CONFIDENTIAL INFORMATION.	62
22.	NOTICES.	62
23.	SUBSTITUTION OF PURCHASER.	63
24.	ADMINISTRATIVE AGENT.	63
24.1.	Appointment; Powers	63
24.2.	Duties and Obligations of Administrative Agent	63

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24.3.	Action by Administrative Agent	64
24.4.	Reliance by Administrative Agent	64
24.5.	Subagents	64
24.6.	Resignation or Removal of Administrative Agent	65
24.7.	Administrative Agent as a Holder	65
24.8.	No Reliance	65
25.	MISCELLANEOUS.	66
25.1.	Successors and Assigns	66
25.2.	Payments Due on Non-Business Days	66
25.3.	Severability	67
25.4.	Construction	67
25.5.	Counterparts	67
25.6.	USA Patriot Act Notice	67
25.7.	Interest Rate Limitation	67
25.8.	Security of Swap Agreements	68
25.9.	GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS	68

SCHEDULE A	—	INFORMATION RELATING TO PURCHASERS
SCHEDULE B	—	DEFINED TERMS
SCHEDULE C	—	MORTGAGED PROPERTIES
SCHEDULE 8.5	—	Litigation
SCHEDULE 8.6	—	Environmental Matters
SCHEDULE 8.15	—	Equity Interests and Subsidiaries
SCHEDULE 8.19	—	Swap Agreements
SCHEDULE 8.23	—	Material Contracts
SCHEDULE 8.26	—	Gas Imbalances, etc.
SCHEDULE 11.2	—	Debt
SCHEDULE 11.5	—	Investments
SCHEDULE 11.20	—	Transactions with Affiliates
SCHEDULE B-1	—	Principal Officers

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EXHIBIT 1		Form of Senior Secured First Lien Note due December 8, 2012
EXHIBIT 5.5	—	Security Instruments
EXHIBIT 5.6	—	Compliance Certificate
EXHIBIT 5.8	—	List of Opinions of Counsel
EXHIBIT 5.21	—	Form of Notice of Termination of Operating Agreement
EXHIBIT 10.21	—	Form VCOC Side Letter
EXHIBIT B-1	—	Form of Advance Request
EXHIBIT C	—	Form of Tax Compliance Certificates

vi

4315 South Drive
Houston, Texas 77053
Facsimile: 713-237-8585
Telephone: 832-412-1432
E-mail: VPerez@glorienergy.com

Senior Secured First Lien Notes due March 14, 2017

March 14, 2014

TO EACH OF THE PURCHASERS LISTED IN

THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

Glori Energy Production Inc., a corporation organized and existing under the laws of the State of Texas (the “Company”) hereby agrees with each of the purchasers whose names appear on Schedule 1 hereto (each, a “Purchaser” and, collectively, the “Purchasers”) and with Stellus Capital Investment Corporation, a corporation organized and existing under the laws of the State of Maryland, as administrative agent for the benefit of the Purchasers (acting in such capacity, together with it successors and assigns in such capacity, herein referred to as the “Administrative Agent”) as follows:

1. DEFINITIONS AND CONSTRUCTION.

(a)          Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule B.

(b)          Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which the Company’s independent certified public accountants concur and which are disclosed to the Purchasers on the next date on which financial statements are required to be delivered to the Purchasers pursuant to Section 10.1(a); provided that, unless the Company and the Required Holders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods.

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(c)          Terms Generally; Rules of Construction. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Note Documents), (b) any reference herein to any law shall be construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to the restrictions contained in the Note Documents), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any reference herein to Sections, Exhibits and Schedules shall be construed to refer to Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Note Document shall be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision.

2. AUTHORIZATION OF NOTES.

The Company authorizes the issue and sale of up to $18,000,000 aggregate principal amount of its Senior Secured First Lien Notes due March 14, 2017 (the “Notes”, such term to include any such notes issued in substitution therefor pursuant to Section 15 of this Agreement). The Notes shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by the Purchasers and the Company. Notes in the aggregate amount of $18,000,000 shall be issued and sold on the Closing Date.

3. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing, Notes up to the aggregate principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations, and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

4. CLOSING.

Subject to the conditions specified in Section 5 below, the sale and purchase of up to $18,000,000 principal amount of the Notes (evidenced by a Note in the form of Exhibit 1 hereto at each Purchaser’s discretion) to be purchased by each Purchaser shall occur and, this Agreement shall become effective, at a closing (the “Closing”) to be held at such time and place as may be agreed upon by the Company and the Purchasers (the “Closing Date”). At the Closing, the Company will deliver to each Purchaser the Notes to be purchased by such Purchaser at the Closing in the form of a single Note (or such greater number of Notes in denominations of at least $100,000 as such Purchaser may request) dated the date of the Closing and registered in such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Company of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Company to a bank account of the Company as specified by the Company to each Purchaser.

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5. CONDITIONS TO CLOSING.

The effectiveness of this Agreement, and each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s reasonable satisfaction, prior to or at the Closing, of the conditions set forth in Sections 5.1 et seq. below.

5.1.          Certificates as to Resolutions, etc. Each Purchaser shall have received a certificate of the President, Chief Financial Officer, or Secretary of the Company setting forth (a) resolutions of the Company’s board of directors with respect to the authorization of the Company to execute and deliver the Note Documents to which it is a party and to enter into the transactions contemplated in those documents, (b) the officers of the Company (i) who are authorized to sign the Note Documents to which the Company is a party and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (c) specimen signatures of such authorized officers, and (d) the constitutive documents of the Company certified as being true and complete. Each Purchaser may conclusively rely on such certificate until such Purchaser receives notice in writing from the Company to the contrary.

5.2.          Good Standing Certificates, etc. Each Purchaser shall have received certificates of the appropriate governmental agencies with respect to the existence, qualification and good standing of the Company.

5.3.          Agreement. Each Purchaser shall have received from each party hereto counterparts (in such number as may be requested by such Purchaser) of this Agreement and each other Note Document signed on behalf of such party.

5.4.          Additional Capital.

(a)          Seller Note. The Parent shall have issued the Seller Note, and the proceeds thereof shall be applied to the purchase price of the Acquisition.

(b)          Equity Raise. Holdings shall have contributed capital in an amount not less than $21,200,200 to the Company, and such amount shall be applied by the Company towards the purchase price of the Acquisition.

5.5.          Security Instruments. Each Purchaser shall have received from each party thereto duly executed counterparts (in such number as may be requested by such Purchaser) of the Security Instruments described on Exhibit 5.5. In connection with the execution and delivery of the Security Instruments, each Purchaser shall:

(a)          be reasonably satisfied that the Security Instruments create first priority perfected Liens (subject only to Excepted Liens identified in clauses (a) to (c) and (e) of the definition thereof, but subject to the provisos at the end of such definition) on the Collateral (other than Oil and Gas Properties) described in the Security Instruments;

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(b)          be reasonably satisfied that the Security Instruments create first priority perfected Liens (subject only to Excepted Liens identified in clauses (a) to (c) and (e) of the definition thereof, but subject to the provisos at the end of such definition) on 100% of the total value of the Mortgaged Properties;

(c)          have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of the Company, to the extent that the Equity Interests of the Company are evidenced by certificates or, with respect to Equity Interests not evidenced by certificates, certification that no UCC Section 8.103 opt-in is in effect with respect thereto; and

(d)          have received advice from the Administrative Agent that it has received such title information as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to 80% of the Company’s interest in each of the wells described in Schedule C and 90% of the lease acreage described in Schedule C.

5.6.          Acquisition. The Company shall have consummated the Acquisition and the Administrative Agent shall have received (a) a certificate of a Responsible Officer of the Company certifying: (i) that the Company is concurrently consummating the Acquisition in accordance with the terms of the Acquisition Agreement and acquiring all of the Properties contemplated by the Acquisition Agreement; (ii) as to the final purchase price of the Properties so acquired after giving effect to all adjustments as of the closing date contemplated by the Acquisition Agreement and specifying, by category, the amount of such adjustment and (iii) that attached thereto is a true and complete list of the Properties which have been excluded from the Acquisition pursuant to the terms of the Acquisition Agreement; (b) a true and complete executed copy of the Acquisition Agreement and each ancillary document thereto; (c) true and complete copies of the assignments, deeds and leases for all of the Properties acquired pursuant to the Acquisition; and (iv) such other related documents and information as the Administrative Agent shall have reasonably requested.

5.7.          Fees, etc. The Purchasers shall have received all fees (including the relevant Transaction Fees) and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Company hereunder.

5.8.          Opinions of Counsel. Each Purchaser shall have received the opinions of counsel listed on Exhibit 5.8, which opinions of counsel shall be in form and substance reasonably satisfactory to such Purchaser and shall include, without limitation, opinions as to enforceability of the Note Documents (including all Oil and Gas Property deeds of trust and other Security Instruments).

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5.9.          Insurance. Each Purchaser shall have received a certificate of insurance coverage for the Company (or other evidence of insurance coverage acceptable to such Purchaser) showing that the Company is carrying insurance in accordance with Section 10.8.

5.10.         Default, etc. The Company shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing, no Default, Event of Default or Material Adverse Effect shall have occurred and be continuing and the Company shall be in compliance with the Reserve Ratio.

5.11.         Consents and Approvals. Each Purchaser shall have received a certificate of a Responsible Officer of the Company certifying that the Company has received all consents and approvals required by Section 8.3 to be obtained on or prior to the Closing Date, if any.

5.12.         Purchase Permitted by Applicable Law, etc. On the Closing Date (a) each Purchaser’s purchase of Notes shall (i) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, and (ii) not violate any applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System), and (b) no litigation shall be pending or threatened, which does or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the purchase or repayment of any Notes or the consummation of the transactions contemplated by this Agreement or any other Note Document. If requested by such Purchaser, such Purchaser shall have received a certificate of a Responsible Officer certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

5.13.         Representations and Warranties. The representations and warranties of the Company set forth in this Agreement and in the other Note Documents shall be true and correct in all material respects on and as of the Closing Date (except that such materiality qualifier shall not be applicable to any representation or warranty that already is qualified or modified by materiality in the text thereof).

5.14.         Lien Search Certificates. Each Purchaser shall have received appropriate lien search certificates with respect to the Properties of the Company, which lien search certificates shall be in form and substance satisfactory to such Purchaser in its sole and absolute discretion.

5.15.         Approved Budget. The Administrative Agent and each Purchaser shall have received the Approved Budget for the 2014 fiscal year, setting forth the information required by Section 10.1(q) and approved by the Administrative Agent.

5.16.         Transfer of Title to Initial Wells, Acreage and Other Interests. Each Purchaser shall have received evidence reasonably satisfactory to such Purchasers as to the transfer of title to the Company of all of the Oil and Gas Properties listed on Schedule 5.16 hereto.

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5.17.         Swap Agreements. The Administrative Agent shall have received sufficient evidence that Company shall have entered into Swap Agreements on terms and with counterparties satisfactory to the Administrative Agent, hedging in the aggregate notional volumes of at least seventy-five percent (75%) of the reasonably anticipated projected production from Proved Developed Producing Reserves of the Oil and Properties of the Company for each month for a four-year period for each of crude oil and natural gas, calculated separately from the last day of each such month.

5.18.         Due Diligence. No information or materials are or should have been available to the Company as of the Closing Date that are materially inconsistent with the material previously provided to the Administrative Agent or any Purchaser for its due diligence review. The Administrative Agent and its counsel shall be satisfied with a due diligence review of the Company’s material agreements, including, but not limited to, satisfactory review of (1) third party engineering and geological review of the Properties of the Company; (2) review of the permitting process and surface considerations; (3) review of the proposed drilling and development schedule of the Properties of the Company; (4) business review of the leases associated with the Properties of the Company; (5) review and confirmation of detailed cost estimates for proposed drilling activities on the Properties; (6) review and approval of the 2014 budget (including general and administrative costs and expenses allocated to the Company (in an amount equal to $325,000 for such fiscal year) and capital expenditure budget); (7) review of the Properties’ of the Company wellbores and facilities; (8) review of key operating personnel of any Credit Party (9) review of employment agreements and incentive plans of any Credit Party; (10) third-party legal, title, environmental, and safety reviews (11) all other operating agreements, marketing agreements, transportation agreements, processing agreements and other agreements governing or relating to the Company’s Oil and Gas Properties, (12) any Material Contracts, and (13) all other materials reasonably requested by the Administrative Agent or any Purchaser.

5.19.         Environmental Condition. Each Purchaser shall be reasonably satisfied with the environmental condition of the Oil and Gas Properties of the Company.

5.20.         Proceedings and Documents. All proceedings in connection with the transactions contemplated by this Agreement and the other Note Documents and all documents and instruments incident to all such transactions shall be reasonably satisfactory to such Purchaser and such Purchaser’s special counsel, and such Purchaser and such Purchaser’s special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser’s special counsel may reasonably request.

5.21.         Notice of Termination of Operating Agreement. The Administrative Agent shall have received a Notice of Termination of Operating Agreement, addressed to Holdings, executed by the Company.

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6.          [INTENTIONALLY OMITTED.]

7.          PAYMENT AND PREPAYMENT OF THE NOTES; CLOSING FEES; ORIGINAL ISSUE DISCOUNT; INTEREST; DEFAULT INTEREST, ETC.

7.1.          Maturity. As provided therein, the entire unpaid balance of the Notes shall be due and payable on the Final Maturity Date.

7.2.          Optional Prepayments. After the date that is 12 calendar months after the Closing Date, the Company may, at its option, prepay at any time, all, or from time to time any part of, the Notes, in an amount not less than $500,000 in the case of a partial prepayment, at the percentage (herein referred to as the “Prepayment Percentage”) set forth in the following chart, of the principal amount of such Notes so prepaid in accordance with Section 7.3(f) hereof, together with unpaid interest on the amount so prepaid; provided that an optional prepayment may be made prior to such 12 calendar month anniversary of the Closing Date if the amount prepaid is paid at a Prepayment Percentage of 104% plus the amount of interest that would have accrued (at the Pre-Default Interest Rate as in effect on the prepayment date) on such prepaid amount between the prepayment date and such 12 month anniversary of the Closing Date, together with unpaid interest on the amount so prepaid; provided further that any prepayment of the Notes made pursuant to the foregoing proviso, with respect to the SBIC Holder’s pro rata share of the amount prepaid, shall not exceed 105% of the principal amount of the SBIC Holder’s pro rata share of the Notes being prepaid, and any excess that would otherwise be payable to the SBIC Holder, shall be paid to each non-SBIC Holder according to such non-SBIC Holder’s pro rata share of the Notes outstanding.

Date of Prepayment	Applicable Prepayment Percentage
1.          From the date that is more than 12 calendar months following the Closing Date through the date that is 24 calendar months following the Closing Date		103.0	%
2.          From the date that is more than 24 calendar months following the Closing Date through the date that is 6 calendar months until the Final Maturity Date		101.0	%
3.          From the date that is 30 months following the Closing Date		100.0	%

7.3.          Amortization; Mandatory Prepayments.

(a)          The Company shall, on each Interest Payment Date, without any Prepayment Percentage or other premium or penalty, repay the principal amount outstanding under the Notes in an amount equal to $112,500, in accordance with Section 13.1(e) herein.

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(b)          The Company shall, on the date that is forty-five (45) days (or if such date is not a Business Day, the next succeeding Business Day) following each Interest Payment Date, prepay the Indebtedness by an amount equal to (i)(1) the Sweep Percentage, multiplied by (2) the positive Consolidated Net Cash Flow for the fiscal quarter most recently ended, minus (ii) the amount paid by the Company pursuant to Section 7.3(a) on the most recent Interest Payment Date, in accordance with Section 13.1(e). Together with each repayment under this Section 7.3(b), the Company shall deliver a certificate from a Responsible Officer setting forth in reasonable detail the calculation of Consolidated Net Cash Flow for the applicable period.

(c)          The Company shall, in accordance with the provisions of Section 7.3(f) hereof, prepay the Indebtedness in full upon the occurrence of any of the following: (i) an initial public offering of any shares or other Equity Interests by the Company or any Subsidiary; (ii) a Change of Control; (iii) a sale or other issuance of any Equity Interests by the Company to any person not an equity owner of the Company as of the Closing Date; (iv) a sale, transfer, conveyance, condemnation, casualty event relating to or assignment in any fiscal year of $1,000,000 or more of the assets of the Company and its Subsidiaries (other than sales of Property permitted under Section 11.13 (a), (b), (c) and (e), and casualty events fully covered by insurance to Administrative Agent’s sole satisfaction); (v) the issuance or incurrence by the Company of any Debt (other than Debt permitted hereunder); or (vi) an Event of Default has occurred and is continuing and pursuant to section 13.1 the Notes and other Indebtedness has become due and payable.

(d)          If (i) any Obligor or any Subsidiary shall receive any Net Cash Proceeds in excess of $50,000, either individually or in the aggregate, then no later than 30 days after the receipt by such Obligor or such Subsidiary of such Net Cash Proceeds, the Indebtedness shall immediately be prepaid by an amount equal to 100% of such excess, as set forth in Section 7.3(f), provided that (A) so long as no Default or Event of Default shall have occurred and be continuing and (B) to the extent that the Net Cash Proceeds do not exceed $1,000,000, either individually or in the aggregate, (in which case Section 7.3(c) shall apply), the Company shall have the option to reinvest such excess within one-hundred twenty (120) days of receipt thereof in long term productive assets of the general type used in the business of the Company; provided further that if such Net Cash Proceeds are received in connection with the Acquisition, pursuant to any settlement proceeds on a date following the Closing Date or otherwise, the Company may retain such Net Cash Proceeds in an amount up to $1,000,000, with any Net Cash Proceeds in excess of $1,000,000 to be paid in accordance with this Section 7.3(d) and (ii) the Company shall receive proceeds from any sale or issuance of Equity Interest by the Company, other than a Permitted Equity Raise, then no later than 30 days after the receipt by the Company of such proceeds, the Indebtedness shall immediately be prepaid by an amount equal to 100% of such proceeds, as set forth in Section 7.3(f). The provisions of this Section 7.3(d) do not constitute a consent to the consummation of any transaction not otherwise permitted by the Note Documents.

(e)          If the Company shall ever fail to comply with the Reserve Ratio set forth in Section 11.1(c), the Company shall either (i) within thirty (30) Business Days of the occurrence of such event, add additional Oil and Gas Properties to the most recently delivered Engineering Report in sufficient quantities to cause the Company to be in compliance with Section 11.1(c) or (ii) within fifteen (15) Business Days of the occurrence of such event, in accordance with the provisions of Section 7.3(f) hereof, prepay the Indebtedness in an amount sufficient to reduce Consolidated Total Debt such that the Company is in compliance with Section 11.1(c).

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(f)          Any such mandatory prepayment provided for in the preceding Section 7.3(c), other than as a result of a casualty event, and Section 7.3(d), if such prepayment under Section 7.3(d) results from an Asset Disposition or a non-Permitted Equity Raise, shall include a prepayment premium payable in the same amount as provided for optional prepayments under Section 7.2 and such mandatory prepayments provided for in the preceding Sections 7.3(a), (b), (d) and (e) shall be at 100% of the principal amount so prepaid, in each case together with accrued unpaid interest (if any) with respect to such prepaid principal amount. Once prepaid, amounts repaid under the Notes may not be reborrowed. At the time of any prepayment under this Section 7.3, the Company shall deliver a notice that shall specify the aggregate principal of the Notes to be prepaid, the principal amount of each Note held by such Holder to be prepaid (determined in accordance with Section 7.4), and the interest (if any) to be paid on the prepayment date with respect to such principal being prepaid.

(g)          If any prepayment of the Notes shall be required pursuant to this Section 7.3 prior to March 14, 2015 which would require a pre-payment of principal to each SBIC Holder in excess of 20% of the principal amount of Notes held by such SBIC Holder, the Administrative Agent shall distribute each SBIC Holder’s pro rata share of such pre-payment in excess of 20% of the principal amount of Notes held by such SBIC Holder to each non-SBIC Holder according to such non-SBIC Holder’s pro rata share of the Notes outstanding.

7.4.          Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

7.5.          Maturity; Surrender, etc. In the case of each prepayment of Notes pursuant to this Section 7, the principal amount of each Note to be prepaid, together with any premium thereon, shall mature and become due and payable on the date fixed for such prepayment, together with interest (if any) on such principal amount accrued to such date. From and after such date, unless the Company shall fail to pay such principal amount when so due and payable, together with the interest as aforesaid, interest (if any) on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

7.6.          Purchase of Notes. The Company will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

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7.7.          Interest.

(a)          The outstanding principal amount of the Notes shall bear interest until maturity at a varying rate per annum equal to the Pre-Default Interest Rate, but in no event to exceed the Highest Lawful Rate. Accrued unpaid interest shall be due and payable in arrears on each Interest Payment Date and at maturity.

(b)          All interest under this Section 7.7 and Section 7.9 shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of 365 days (or 366 days in a leap year).

7.8.          Transaction Fees.

(a)          On the Closing Date, the Company shall pay to each Purchaser an up-front fee equal to two percent (2.0%) of the principal amount of the Notes being purchased by such Purchaser on the Closing Date.

(b)          On the Closing Date and on each anniversary thereafter, the Company will pay to Administrative Agent for its own account, a fee of $40,000 plus all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Holders in connections with administration of the Notes.

7.9.          Default Interest. If an Event of Default has occurred and is continuing, or if any principal of or interest on any Note or any fee or other amount payable by the Company or any Guarantor hereunder or under any other Note Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, then the principal amount of the Notes then outstanding, in the case of an Event of Default, and such overdue amount, in the case of a failure to pay amounts when due, shall bear interest, after as well as before judgment, at a varying rate per annum equal to the Pre-Default Interest Rate plus two percent (2%) per annum or, in the case of an Event of Default arising as a result of the Company’s failure to comply with Section 10.24, four percent (4%) per annum, but in no event to exceed the Highest Lawful Rate (the “Default Rate”).

7.10.         Determination of Risk Adjusted Present Value.

(a)          Scheduled and Interim Redeterminations. The Risk Adjusted Present Value shall be redetermined semi-annually in accordance with this Section 7.10 (a “Scheduled Redetermination”), and, subject to Section 7.10(c), such redetermined Risk Adjusted Present Value shall become effective and applicable to the Company, the Administrative Agent, and the Holders on May 1st and November 1st of each year, commencing November 1, 2014. In addition, the Company may, by notifying the Administrative Agent thereof, one time during any 12 month period, elect to cause the Risk Adjusted Present Value to be redetermined between Scheduled Redeterminations and the Administrative Agent may, at the direction of the Required Holders, by notifying the Company thereof, one time during any 12 month period, elect to cause the Risk Adjusted Present Value to be redetermined between Scheduled Redeterminations (any such redetermination, an “Interim Redetermination”) in accordance with this Section 7.10.

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(b)          Redetermination Procedure.

(i)          Each Redetermination shall be effectuated as follows. Upon receipt by the Administrative Agent and the Holders of the Reserve Report and the certificate required to be delivered by the Company to the Administrative Agent and the Holders pursuant to Section 10.15 (a) and (c), and, in the case of an Interim Redetermination, pursuant to Section 10.15(b) and (c), and such other reports, data and supplemental information as may, from time to time, be reasonably requested by the Required Holders (the Reserve Report, such certificate and such other reports, data and supplemental information being the “Engineering Reports”), the Administrative Agent shall evaluate the information contained in the Engineering Reports and shall, in good faith, propose a new Risk Adjusted Present Value (the “Proposed Risk Adjusted Present Value”) based upon such information and such other information (including, without limitation, the status of title information with respect to the Oil and Gas Properties as described in the Engineering Reports and the existence of any other Debt) as the Administrative Agent deems appropriate in its sole discretion and consistent with the General Parameters set forth in Section 7.10(d) below.

(ii)         The Administrative Agent shall notify the Company and the Holders of the Proposed Risk Adjusted Present Value (the “Proposed RAPV Notice”):

(A)         in the case of a Scheduled Redetermination, (1) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Company pursuant to Section 10.15 (a) and (c) in a timely and complete manner, then on or before March 10th and September 10th of such year following the date of delivery or (2) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Company pursuant to Section 10.15 (a) and (c) in a timely and complete manner, then promptly after the Administrative Agent has received complete Engineering Reports from the Company and has had a reasonable opportunity to determine the Proposed Risk Adjusted Present Value in accordance with Section 7.10(b)(i); and

(B)         in the case of an Interim Redetermination, promptly, and in any event, within fifteen (15) days after the Administrative Agent has received the required Engineering Reports.

(iii)        Any Proposed Risk Adjusted Present Value must be approved or deemed to have been approved by the Required Holders as provided in this Section 7.10(b)(iii). Upon receipt of the Proposed RAPV Notice, each Holder shall have ten (10) days to agree with the Proposed Risk Adjusted Present Value or disagree with the Proposed Risk Adjusted Present Value by proposing an alternate Risk Adjusted Present Value. If at the end of such ten (10) days, any Holder has not communicated its approval or disapproval in writing to the Administrative Agent, such silence shall be deemed to be an approval of the Proposed Risk Adjusted Present Value. If, at the end of such 15-day period, the Required Holders have approved or deemed to have approved, as aforesaid, then the Proposed Risk Adjusted Present Value shall become the new Risk Adjusted Present Value, effective on the date specified in Section 7.10(c). If, however, at the end of such 10-day period, the Required Holders have not approved or deemed to have approved, as aforesaid, then the Administrative Agent shall poll the Holders to ascertain the Risk Adjusted Present Value then acceptable to the Required Holders and such amount shall become the new Risk Adjusted Present Value, effective on the date specified in Section 7.10(c).

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(c)          Effectiveness of a Redetermined Risk Adjusted Present Value. After a redetermined Risk Adjusted Present Value is approved or is deemed to have been approved by the Required Holders, as applicable, pursuant to Section 7.10(b)(iii), the Administrative Agent shall notify the Company and the Holders of the amount of the redetermined Risk Adjusted Present Value (the “New RAPV Notice”), and such amount shall become the new Risk Adjusted Present Value, effective and applicable to the Company, the Administrative Agent, and the Holders for all purposes of this Agreement: (i) in the case of a Scheduled Redetermination, (A) if the Administrative Agent shall have received the Engineering Reports required to be delivered by the Company pursuant to Section 10.15 (a) and (c) in a timely and complete manner, then on the May 1st or November 1st, as applicable, following such notice, or (B) if the Administrative Agent shall not have received the Engineering Reports required to be delivered by the Company pursuant to Section 10.15 (a) and (c) in a timely and complete manner, then on the Business Day next succeeding delivery of such notice; and (ii) in the case of an Interim Redetermination, on the Business Day next succeeding delivery of such notice. Except as otherwise provided in Section 10.16(c), such amount shall then become the Risk Adjusted Present Value until the next Redetermination. Notwithstanding the foregoing, no Redetermination shall become effective until the New RAPV Notice related thereto is received by the Company.

(d)          General Parameters. The Administrative Agent’s Redetermination of the Proposed Risk Adjusted Value in accordance with the provisions of Section 7.10(b)(i) shall be calculated in accordance with general parameters (herein referred to as the “General Parameters”) set forth in this Section 7.10(d) subject to change and adjustment at any time by Required Holders in their sole discretion. The risk adjusted present value (herein referred to as the “Risk Adjusted Present Value”) shall be equivalent to the present value of the future net revenue of the Company’s proved Oil and Gas Properties (as adjusted by the Administrative Agent’s consulting petroleum engineers selected by the Administrative Agent in its sole discretion), discounted at a rate of 10% per annum and determined in accordance with standard industry practices using the price deck and cost escalation set forth below, each category of proved reserves being multiplied by the following applicable risk factors: (i) Proved Developed Producing Reserves (which shall reflect runoff to the effective date of the next Scheduled Redetermination), a risk factor of 100%; (ii) Proved Developed Non-Producing Reserves, a risk factor of 85%; and (iii) Proved Undeveloped Reserves, a risk factor of 75%; provided that, in no event shall more than 25% of the Risk Adjusted Present Value be attributable to reserves not constituting Proved Developed Producing Reserves plus hedges (if such hedges are with a counterparty acceptable to the Administrative Agent in its sole discretion) and, if necessary, the Risk Adjusted Present Value shall be adjusted down to achieve such maximum percentage. The price deck shall be 90% of the five year NYMEX crude oil and natural gas futures strip yearly average as of the closing trade on the fifth (5^th) trading date prior to the effective date of the Administrative Agent’s Redetermination (for each month of the year or partial year) and held flat at the fifth year forward and adjusted for transportation, quality, and other differentials deemed appropriate by the Approved Petroleum Engineers or the Company’s chief engineers, as applicable, and approved by Required Holders. As applicable, full market value shall be ascribed for the Company's commodity price hedges (if such hedges are with a counterparty acceptable to the Administrative Agent in its sole discretion) of the proved developed producing production profile contained in the most recent Engineering Report, giving effect to runoff. Lease operating costs, development costs, and other applicable costs used by the Approved Petroleum Engineers in their evaluations shall be escalated at a rate of 3% per year for the first four (4) years after the effective date of such evaluation and held flat at the end of the fifth full calendar year forward.

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8.            REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.

Each Obligor represents and warrants to the Purchasers that:

8.1.          Organization; Powers. Each of the Obligors and the Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals necessary, to own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except where failure to have such power, authority, licenses, authorizations, consents, approvals and qualifications could not reasonably be expected to have a Material Adverse Effect.

8.2.          Authority; Enforceability. The Transactions are within the Obligors’ powers (as the case may be) and have been duly authorized by all necessary action and, if required, membership action (including, without limitation, any action required to be taken by any class of managers of the Obligors or any other Person, whether interested or disinterested, in order to ensure the due authorization of the Transactions). Each Note Document to which any Obligor or any Pledgor is a party has been duly executed and delivered by the Obligor and such Pledgor and constitutes a legal, valid and binding obligation of the Obligor and such Pledgor, as applicable, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

8.3.          Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including partners, whether interested or disinterested, of any Obligor, any Pledgor or any other Person), nor is any such consent, approval, registration, filing or other action necessary for the validity or enforceability of any Note Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect or, in the reasonable judgment of the Obligor and such Pledgor, can reasonably be expected to be obtained when needed and (ii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder, could not reasonably be expected to have a Material Adverse Effect or do not have an adverse effect on the enforceability of the Note Documents, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of any Obligor or any Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Obligor or any Subsidiary or their respective Properties, or give rise to a right thereunder to require any payment to be made by any such Obligor or such Subsidiary and (d) will not result in the creation or imposition of any Lien on any Property of any Obligor or any Subsidiary (other than the Liens created by the Note Documents).

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8.4.          Financial Condition; No Material Adverse Effect.

(a)          The Company is newly formed, will be funded at the Closing and has not heretofore published financial statements.

(b)          Since the date of formation of the Company, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of each Obligor and each Subsidiary has been conducted only in the ordinary course consistent with past business practices.

(c)          None of the Obligors or the Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments which are required by GAAP to be disclosed in the Financial Statements, except as referred to or reflected or provided for in the Financial Statements, the Indebtedness and any liabilities under the Swap Agreements entered into pursuant to Section 5.17.

8.5.          Litigation. Except as set forth on Schedule 8.5, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Obligor, threatened against or affecting any Credit Party (i) that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that involve any Note Document or the Transactions.

8.6.          Environmental Matters. Except as could not be reasonably expected to have a Material Adverse Effect (or with respect to (c), (d) and (e) below, where the failure to take such actions could not be reasonably expected to have a Material Adverse Effect):

(a)          neither any Property of any Obligor or any Subsidiary nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws;

(b)          except as set forth on Schedule 8.6, no Property of any Obligor or any Subsidiary nor the operations currently conducted thereon or, to the knowledge of such Obligor or such Subsidiary (as the case may be), no operations by any prior owner or operator of such Property or operation, are subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws;

(c)          all notices, permits, licenses, exemptions, approvals or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all of Property of any Obligor and each Subsidiary, including, without limitation, present treatment, storage or disposal of oil, a hazardous substance, oil and gas waste or solid waste, have been duly obtained or filed, and each Obligor and each Subsidiary is in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations;

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(d)          all hazardous substances, solid waste and oil and gas waste, if any, generated at any and all Property of any Obligor or any Subsidiary have been transported, treated and disposed of in accordance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and, to the knowledge of such Obligor or such Subsidiary (as the case may be), all such transport carriers and treatment and disposal facilities have been and are operating in compliance with Environmental Laws and so as not to pose an imminent and substantial endangerment to public health or welfare or the environment, and are not the subject of any existing, pending or threatened action, investigation or inquiry by any Governmental Authority in connection with any Environmental Laws;

(e)          there has been no threatened release of any oil, hazardous substances, solid waste or oil and gas waste on, under, about, from or to any Property of any Obligor or any Subsidiary except in compliance with Environmental Laws;

(f)          to the extent applicable, all Property of each Obligor and each Subsidiary currently satisfies all design, operation, and equipment requirements imposed by the OPA, and such Obligor or such Subsidiary does not have any reason to believe that such Property, to the extent subject to the OPA, will not be able to maintain compliance with the OPA requirements during the term of this Agreement; and

(g)          none of the Obligors or any Subsidiary has any known material contingent liability or Remedial Work in connection with any release or threatened release of any oil, hazardous substance, solid waste or oil and gas waste into the environment.

8.7.          Compliance with Laws and Agreements; No Defaults.

(a)          Each Credit Party is in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions, approvals and other governmental authorizations necessary for the ownership of its Property and the conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b)          None of the Credit Parties is in default nor has any event or circumstance occurred which, but for the expiration of any applicable grace period or the giving of notice, or both, would constitute a default or would require such Credit Party (as the case may be) to Redeem or make any offer to Redeem under any indenture, note, credit agreement or instrument pursuant to which any Material Indebtedness is outstanding or by which such Credit Party or any of their respective Properties is bound.

(c)          No Default has occurred and is continuing.

8.8.          Investment Company Act. None of any Obligor or any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as amended.

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8.9.          No Subsidiaries. The Company has no Subsidiaries as of the Closing Date.

8.10.         Taxes. Each Credit Party has timely filed or caused to be filed all federal income, state income and other material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it except Taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party, as applicable, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Credit Parties in respect of Taxes and other governmental charges are, in the reasonable opinion of the Obligors (as the case may be), adequate. No Tax Lien has been filed and, to the knowledge of any Obligor, no claim is being asserted with respect to any such Tax or other such governmental charge.

8.11.         ERISA.

(a)          The Obligors, the Subsidiaries and each ERISA Affiliate have complied in all material respects with ERISA and, where applicable, the Code regarding each Plan.

(b)          Each Plan (and in the case of a Multiemployer Plan, to the Obligor’s knowledge) is, and has been, maintained in substantial compliance with ERISA and, where applicable, the Code.

(c)          No act, omission or transaction has occurred which could reasonably be expected to result in the imposition on any Obligor, any Subsidiary or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA, which in either case would reasonably be expected to result in a material liability of the Obligor.

(d)          No Plan (other than a defined contribution plan) or any trust created under any such Plan has been terminated which could result in a material liability of the Obligor. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any Obligor, any Subsidiary or any ERISA Affiliate has been or is expected by any Obligor, any Subsidiary or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred during the six-year period preceding the date hereof.

(e)          Except where noncompliance could reasonably be expected to result in a material liability of the Obligor, full payment when due has been made of all amounts which the Obligors, the Subsidiaries or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan, and the Obligors, the Subsidiaries and the ERISA Affiliates have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Plan (determined without regard to any waiver of the funding provisions that may be permitted under ERISA or the Code).

(f)          The actuarial present value of the benefit liabilities under each Plan (other than a Multiemployer Plan) which is subject to Title IV of ERISA does not, as of the end of the Obligors’ most recently ended fiscal year, exceed by more than $100,000 the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA.

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(g)          None of the Obligors, the Subsidiaries nor any ERISA Affiliate sponsors, maintains, or contributes to an employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such Obligor, such Subsidiary or such ERISA Affiliate in its sole discretion at any time without any material liability.

(h)          None of the Obligors, the Subsidiaries nor any ERISA Affiliate sponsors, maintains or contributes to, or has at any time in the six-year period preceding the date hereof sponsored, maintained or contributed to, any Multiemployer Plan.

(i)          The execution and delivery of this Agreement and the issuance, sale and holding of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code.

8.12.         Disclosure; No Material Misstatements. The Obligors have disclosed to each Purchaser all agreements, instruments and corporate or other restrictions to which it or any of the Credit Parties is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the other reports, financial statements, certificates or other information furnished by or on behalf of any Credit Party to any Purchaser or any of their Affiliates in connection with the negotiation of this Agreement or any other Note Document or delivered hereunder or under any other Note Document (as modified or supplemented by other information so furnished) taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Obligors represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. There is no fact peculiar to any Obligor or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or in the future is reasonably likely to have a Material Adverse Effect and which has not been set forth in this Agreement or the Note Documents or the other documents, certificates and statements furnished to the Purchasers by or on behalf of any Credit Party prior to, or on, the date hereof in connection with the transactions contemplated hereby.

8.13.         Insurance. The Obligors have, and have caused all of the Subsidiaries to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Obligor and the Subsidiaries. Each Purchaser has been named as an additional insured in respect of such liability insurance policies and each Purchaser has been named as loss payee with respect to Property loss insurance, if any.

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8.14.         Restrictions on Liens. Neither the Company nor any Subsidiary of the Company is a party to any material agreement or arrangement (other than Capital Leases creating Liens permitted by Section 11.3(c)), but then only on the Property subject of such Capital Lease), or subject to any order, judgment, writ or decree, which either restricts or purports to restrict its ability to grant Liens to the Purchasers on or in respect of their Properties to secure the Indebtedness and the Note Documents.

8.15.         Subsidiaries, etc. Set forth on Schedule 8.15, is a complete and accurate description of the authorized Equity Interests of each Obligor and each Subsidiary, by class, and, as of the Closing Date, a description of the number of Equity Interests of each such class that are issued and outstanding. Other than as described on Schedule 8.15, there are no subscriptions, options, warrants, or calls granted by any Obligor or any Subsidiary relating to any shares of such Obligor’s or such Subsidiary’s Equity Interests, including any right of conversion or exchange under any outstanding security or other instrument. None of the Obligors or the Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for any of its Equity Interests. Also set forth on Schedule 8.15, is a complete and accurate list of each Obligor’s direct and indirect Subsidiaries, showing: (a) the jurisdiction of their organization, and (b) the number and the percentage of the outstanding shares of each such class owned directly or indirectly by any Obligor or any Subsidiary. All of the outstanding Equity Interests of each Obligor and each Subsidiary have been validly issued and are fully paid and non-assessable.

8.16.         Location of Business and Offices. The Company’s jurisdiction of organization is the State of Texas; the name of the Company as listed in the public records of its jurisdiction of organization is “Glori Energy Production Inc.”; and the organizational identification number of the Company in its jurisdiction of organization is 0801944667 (or, in each case, as set forth in a notice delivered to each Holder pursuant to Section 22 in accordance with Section 10.1(l)). Each Obligor’s principal place of business and chief executive offices are located at 4315 South Drive, Houston, TX 77053. Each Subsidiary’s jurisdiction of organization, name as listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule 8.15 (or as set forth in a notice delivered pursuant to Section 22).

8.17.         Properties; Title, etc.

(a)          Each of the Obligors and the Subsidiaries has good and defensible title to all its Properties, including those listed on Schedule 5.16 hereto, in each case, free and clear of all Liens except Liens permitted by Section 11.3.

(b)          All material leases and agreements necessary for the conduct of the business of the Obligors and the Subsidiaries are valid and subsisting, in full force and effect, and there exists no default or event or circumstance which with the giving of notice or the passage of time or both would give rise to a default under any such lease or leases, which could reasonably be expected to have a Material Adverse Effect.

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(c)          The rights and Properties presently owned, leased or licensed by the Obligors and the Subsidiaries including, without limitation, all easements and rights of way, include all rights and Properties necessary to permit the Obligors and the Subsidiaries to conduct their business in all material respects in the manner proposed to be conducted.

(d)          All of the Properties of the Obligors and the Subsidiaries which are reasonably necessary for the operation of their businesses are in good working condition and are maintained in accordance with prudent business standards.

(e)          Each Obligor and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual Property material to its business, and the use thereof by such Obligor and such Subsidiary does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Each Obligor and each Subsidiary either owns or has valid licenses or other rights to use all databases, geological data, geophysical data, engineering data, seismic data, maps, interpretations and other technical information used in their businesses as presently conducted, subject to the limitations contained in the agreements governing the use of the same, which limitations are customary for companies engaged in the business of the exploration and production of Hydrocarbons, with such exceptions as could not reasonably be expected to have a Material Adverse Effect.

8.18.         Maintenance of Properties. Except for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, to the knowledge of the Company as to non-operated Property, the Oil and Gas Properties (and Properties unitized therewith) of each Obligor and each Subsidiary have been maintained, operated and developed in a good and workmanlike manner and in conformity with all Governmental Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements forming a part of the Oil and Gas Properties of each Obligor and each Subsidiary. Specifically in connection with the foregoing, except for those as could not be reasonably expected to have a Material Adverse Effect, (1) no Oil and Gas Property of any Obligor or any Subsidiary is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not the same was permissible at the time), (2) none of the wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) of any Obligor is deviated from the vertical more than the maximum permitted by Governmental Requirements, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, the Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized Properties) of such Obligor and (3) all portions of the horizontal drainhole with respect to any well comply with the applicable lease lines and well spacing requirements for the applicable field. All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by any Obligor that are necessary to conduct normal operations are being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by any Obligor, in a manner consistent with such Obligor’s past practices (other than those the failure of which to maintain in accordance with this Section 8.18 could not reasonably be expected to have a Material Adverse Effect).

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8.19.         Swap Agreements. Schedule 8.19, as of the date hereof, sets forth, a true and complete list of all Swap Agreements of each Obligor, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the counterparty to each such agreement. Each of the Obligors and each Subsidiary is a Qualified ECP Guarantor.

8.20.         Use of Proceeds of Notes. The proceeds of the sale of the Notes shall be used solely (a) to fund a portion of the purchase price of the Acquisition; and (b) for the payment of Transaction Fees payable pursuant to Section 7.8 and other fees, costs, and expenses associated with the Transactions. The Obligors and the Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board (12 CFR 221), or for the purpose of buying or carrying or trading in any securities under such circumstances as to involve any Obligor in a violation of Regulation X of the Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of the Board (12 CFR 220). Margin stock does not constitute more than 24% of the value of the consolidated assets of any Obligor or any Subsidiary and none of the Obligors or the Subsidiaries have any present intention that margin stock will constitute more than 24% of the value of such assets. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

8.21.         Solvency. After giving effect to the transactions contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of (i) the Parent and its Subsidiaries, taken as a whole, and (ii) the Obligors and their Consolidated Subsidiaries, taken as a whole, will exceed the aggregate Debt of (x) the Parent and its Subsidiaries, taken as a whole, and (y) the Obligors and their Consolidated Subsidiaries on a consolidated basis, respectively, as such Debt becomes absolute and matures, (b) (i) the Parent and its Subsidiaries, taken as a whole, and (ii) the Obligors and their Consolidated Subsidiaries, taken as a whole, will not have incurred or intended to incur, and will not believe that they will incur, Debt beyond their ability to pay such Debt (after taking into account the timing and amounts of cash to be received by such Persons and the amounts to be payable on or in respect of its liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) (i) the Parent and its Subsidiaries, taken as a whole, and (ii) the Obligors and their Consolidated Subsidiaries, will not have (and will have no reason to believe that they will have thereafter) unreasonably small capital for the conduct of its business; provided that with respect to the Parent, such representations are made only as of the Closing Date.

8.22.         Labor Matters. No labor dispute with the employees of any Credit Party exists or, to the knowledge of any Obligor or any Subsidiary, is imminent, that in each case could reasonably be expected to cause a Material Adverse Effect.

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8.23.         Material Contracts. Schedule 8.23 sets forth all Material Contracts to which any Obligor or any Subsidiary is a party or is bound as of the date hereof. The Obligors have delivered true, correct and complete copies of such Material Contracts to the Administrative Agent on or before the date hereof. None of the Obligors or the Subsidiaries are in breach of or in default under any Material Contract and have not received any written notice of the intention of any other party thereto to terminate any Material Contract.

8.24.         SBA Information. The information set forth in Small Business Administration Forms 480, 652 and Parts A and B of Form 1031 regarding the Company will, upon delivery, be accurate and complete in all material respects. The Company does not presently engage in any activities prohibited by, and will not hereafter engage in, any activities, and the Company will not use directly or indirectly, the proceeds from the Notes, for any purpose for which a Small Business Investment Company is prohibited from using funds by the Small Business Investment Act and the regulations thereunder, including Title 13, Code of Federal Regulations §107.720.

8.25.         Foreign Asset Control Regulations, etc.

(a)          Neither the sale of the Notes by the Company hereunder nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto.

(b)          None of the Obligors or the Subsidiaries (i) is a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order or (ii) engages in any dealings or transactions with any such Person. The Obligors and the Subsidiaries are in compliance, in all material respects, with the USA Patriot Act.

(c)          No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming in all cases that such Act applies to the Obligors.

8.26.         Gas Imbalances; Prepayments. Except as set forth on Schedule 8.26, on a net basis there are no gas imbalances, take or pay or other prepayments which would require any Obligor or any Subsidiary to deliver Hydrocarbons produced from the Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor exceeding one-half bcf of gas (on an mcf equivalent basis) in the aggregate.

8.27.         Private Offering by the Company. Neither the Company nor anyone acting on its behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and not more than 30 other Institutional Investors, each of which has been offered the Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any Securities or blue sky laws of any applicable jurisdiction.

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9.          REPRESENTATIONS OF THE PURCHASERS.

9.1.          Source of Funds. Each Purchaser (and each transferee) represents that either:

(a)          It is not acquiring or holding the Notes for or on behalf of any “employee benefit plan” (as defined in Section 3(3) of ERISA), any “plan” (as defined in Section 4975 of the Internal Revenue Code) or any entity deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or plan’s investment in such entity (each hereafter a “Benefit Plan”); or

(b)          the purchase and holding of the Notes would be exempt under the applicable provisions of one of the following Prohibited Transaction Class Exemptions (“PTCE”): PTCE 95-60, PTCE 91-38, PTCE 90-1, PTCE 84-14 or PTCE 96-23; or

(c)          to the extent such purchase is made on behalf of a Benefit Plan, such purchase and holding of the Notes will not otherwise give rise to a transaction described Section 406 of ERISA or Section 4975(c)(1) of the Internal Revenue Code for which a statutory or administrative exemption is unavailable.

9.2.          Purchase for Investment. Each Purchaser severally represents that (a) it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control and (b) it is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act). Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

10.         AFFIRMATIVE COVENANTS.

Until the principal of and accrued interest with respect to each of the Notes and all fees payable hereunder and all other amounts payable under the Note Documents shall have been paid in full, this Agreement is terminated and no further Notes are issuable hereunder, each Obligor covenants and agrees with the Holders that:

10.1.          Financial Statements; Ratings Change; Other Information. The Obligors will furnish (or cause to be furnished) the Administrative Agent:

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(a)          Annual Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than 120 days after the end of each fiscal year of each of (i) the Company, the Company’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, (ii) the Parent, the Parent’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year and (iii) following the date of the Merger, the Post-Merger Parent, the Post-Merger Parent’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all audited by Grant Thornton LLP or other independent public accountants reasonably acceptable to the Company and Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Consolidated Subsidiaries, the Parent and its Consolidated Subsidiaries, and the Post-Merger Parent and its Consolidated Subsidiaries, respectively, on a consolidated basis in accordance with GAAP consistently applied.

(b)          Interim Financial Statements. As soon as available, but in any event in accordance with then applicable law and not later than (i) 30 days after the end of each calendar month, beginning with the calendar month ending April 30, 2014, the Company’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such calendar month and the then elapsed portion of the fiscal year, (ii) 30 days after the end of each calendar month, the Parent’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such calendar month and the then elapsed portion of the fiscal year and (iii) 45 days after the end of each fiscal quarter, following the date of the Merger, the Post-Merger Parent’s consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal year and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of the Company’s Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its Consolidated Subsidiaries, the Parent and its Consolidated Subsidiaries, and the Post-Merger Parent and its Consolidated Subsidiaries, respectively, on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.

(c)          Certificate of Responsible Officer — Compliance. Concurrently with any delivery of financial statements under Section 10.1(a) or Section 10.1(b), a certificate of a Responsible Officer of the Company in substantially the form of Exhibit 5.6 hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 11.1, and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the most recently delivered audited financial statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

(d)          Certificate of Financial Officer – Swap Agreements. Concurrently with any delivery of financial statements under Section 10.1(a) or Section 10.1(b), a true and complete list of all Swap Agreements of each entity covered by such financial statements, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 8.19, and the counterparty to each such agreement.

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(e)          Certificate of Insurer — Insurance Coverage. From time to time upon request by the Administrative Agent, a certificate of insurance coverage from each insurer with respect to the insurance required by Section 10.8, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent, all copies of the applicable policies.

(f)          Other Accounting Reports. Promptly upon receipt thereof, a copy of each other report or letter submitted to any Obligor or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of any such Obligor or any such Subsidiary, and a copy of any response by any such Obligor or any such Subsidiary, or the governing body of any such Obligor or any such Subsidiary, to such letter or report.

(g)          SEC and Other Filings; Reports to Shareholders. Promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Obligor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by any Obligor to its equity holders generally, as the case may be.

(h)          Notices Under Material Instruments. Promptly after the furnishing thereof by any Obligor, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Holders pursuant to any other provision of this Section 10.1.

(i)          Notice of Sales of Properties. In the event that any Obligor or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any of its Properties (other than sales of production in the ordinary course of business) during any fiscal year having a fair market value, individually or in the aggregate, in excess of $100,000, or any Equity Interests in any Subsidiary in accordance with Section 11.13, prior written notice of such disposition, the price thereof, the planned use of the proceeds of such sale, and the anticipated date of closing and any other details thereof requested by the Administrative Agent.

(j)          Notice of Casualty Events. Prompt written notice, and in any event within three Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event.

(k)          Information Regarding Obligors and Guarantors. Prompt written notice (and in any event within thirty (30) days prior thereto) of any change (i) in any Obligor’s, corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties, (ii) in the location of any Obligor’s chief executive office or principal place of business, (iii) in any Obligor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, (iv) in any Obligor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in any Obligor’s federal taxpayer identification number.

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(l)          Notices of Certain Changes. Promptly, but in any event within five (5) Business Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, any preferred stock designation or any other organic document of any Obligor or any Subsidiary.

(m)          Ratings Change. To the extent that any Obligor or any Subsidiary has any rated Index Debt or any other rated Material Indebtedness, promptly after Moody’s, S&P or any other relevant rating agency shall have announced a change in the rating established or deemed to have been established for such Index Debt or such other Material Indebtedness, written notice of such rating change.

(n)          Hydrocarbon Buyers. Promptly following the written request of the Administrative Agent pursuant to Section 11.13, a list of all Persons purchasing Hydrocarbons from any Obligor or any Subsidiary.

(o)          Production Report, Lease Operating Statements and Other Reports. Within 30 days after the end of each month, a report setting forth, for each calendar month during the then current fiscal year to date, (i) the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from each Obligor’s and each Subsidiary’s Oil and Gas Properties, (ii) the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month, and (iii) information with respect to the current costs, status, results and implementation and such other information reasonably requested by the Administrative Agent or any Holder of the Company’s pilot AERO program or subsequent full field AERO program.

(p)          Notices Relating to Acquisition. If, after the Closing Date, any Obligor and any Subsidiary acquires any Oil and Gas Properties at a cost of greater than $100,000, the Company shall promptly give the Administrative Agent notice in reasonable detail of such circumstances.

(q)          Cash Flow Budget; Capital Expenditures and G&A Report. By no later than 30 days before the end of each calendar year, the Company shall deliver (or cause to be delivered) to the Administrative Agent a cash flow budget, in form and substance acceptable to the Administrative Agent which shall contain at a minimum, but not limited to, projected production from each property, production taxes, lease operating expenses, general and administrative expenses (with detailed line item supporting schedule), interest expense (including the interests component under Capital Leases, tax distributions, capital expenditures (including, but not limited to, capital expenditures with respect to the AERO program and with detailed line item supporting schedule by property), and other items affecting cash flow, together with a projection of capital expenditures and of general and administrative expenses for the following calendar year, which projection shall (i) reflect monthly capital and general and administrative expenditures and otherwise be in a form satisfactory to the Administrative Agent, and (ii) be subject to the approval of the Administrative Agent (as approved for each calendar year the “Approved Budget”).

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(r)          Swap Agreements. As soon as practicable and in any event within five (5) days of the occurrence thereof, written notice of any Obligor’s entry into a Swap Agreement or the termination or modification of any Swap Agreement by any party thereto; provided that this clause shall not permit any Obligor to enter into or terminate or modify a Swap Agreement not otherwise permitted by this Agreement;

(s)          Other Requested Information. Promptly following any reasonable request therefor by the Administrative Agent, such other information regarding the operations, business affairs and financial condition of any Obligor or any Subsidiary (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), or compliance with the terms of this Agreement or any other Note Document.

10.2.          Notice of Material Events. The Obligors will furnish (or cause to be furnished) to the Administrative Agent prompt written notice of the following:

(a)          the occurrence of any Default;

(b)          the filing or commencement of, or the threat in writing of, any action, suit, proceeding, investigation or arbitration by or before any arbitrator or Governmental Authority against or affecting the Company or any Affiliate thereof not previously disclosed in writing to the Administrative Agent or any material adverse development in any action, suit, proceeding, investigation or arbitration (whether or not previously disclosed to the Administrative Agent) that, in either case, if adversely determined, could reasonably be expected to result in liability in excess of $100,000;

(c)          the occurrence of any event that requires notice pursuant to Section 10.13(b);

(d)          any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect; and

(e)          any default or breach by Holdings, the Parent or, following the date of the Merger, the Post-Merger Parent of any Material Indebtedness of the Parent or the Post-Merger Parent, respectively.

Each notice delivered under this Section 10.2 shall be accompanied by a statement of a Responsible Officer of the Obligors setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

10.3.        Existence; Conduct of Business. The Obligors will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, consents, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Properties are located or the ownership of its Properties requires such qualification, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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10.4.          Material Contracts. The Obligors will, and will cause each Subsidiary to, (i) observe and perform all of the material terms, covenants, conditions and provisions of the Material Contracts to be observed and performed by it, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any Material Contract, to the extent the foregoing could reasonably be expected to result in a Material Adverse Effect, (iii) not cancel, or surrender any Material Contract except in the ordinary course of its business or except as any Material Contract expires in accordance with its terms, except to the extent the such cancellation or surrender could not reasonably be expected to result in a Material Adverse Effect, and (iv) give the Administrative Agent prompt written notice of any material breach of any obligation, or any default, by any such Obligor or any such Subsidiary, or the knowledge of any such Obligor or such Subsidiary of any other party, under any Material Contract, and deliver to the Administrative Agent a copy of each notice of default.

10.5.          Payment of Obligations. Each Obligor will, and will cause each Subsidiary to, pay its obligations, including Tax liabilities of each Obligor and each Subsidiary before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) such Obligor or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of such Obligor or any Subsidiary.

10.6.          Performance of Obligations under Note Documents. The Company will pay the Notes according to the reading, tenor and effect thereof, and the Obligors will, and will cause each Subsidiary to, do and perform every act and discharge all of the obligations to be performed and discharged by them under the Note Documents, including, without limitation, this Agreement, at the time or times and in the manner specified.

10.7.          Operation and Maintenance of Properties. The Obligors, at their own expense, will, and will cause each Subsidiary to:

(a)          operate its Oil and Gas Properties and other material Properties or, in the case of non-operated properties, use its reasonable best efforts to, cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable pro ration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect.

(b)          keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all equipment, machinery and facilities.

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(c)          promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder.

(d)          promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties.

(e)          to the extent none of the Obligors or the Subsidiaries is the operator of any Property, the Obligors shall use reasonable efforts to cause the operator to comply with this Section 10.7.

10.8.        Insurance. The Obligors will, and will cause each Subsidiary to comply with the following:

(a)           The Obligors shall, and shall cause all of the Subsidiaries to have, (i) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (ii) insurance coverage in at least amounts and against such risk (including, without limitation, public liability) that are usually insured against by companies similarly situated and engaged in the same or a similar business for the assets and operations of the Obligor and the Subsidiaries. The Obligors shall deliver (or cause to be delivered) copies of all such policies to the Administrative Agent with an endorsement naming each Holder as a loss payee (under a satisfactory lender’s loss payable endorsement) or additional insured, as appropriate. Each policy of insurance or endorsement shall contain a clause requiring the insurer to give not less than 30 days prior written notice to the Administrative Agent in the event of cancellation of the policy for any reason whatsoever.

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(b)          The Obligors shall give to the Administrative Agent prompt notice of any loss of any Obligor or any Subsidiary exceeding $100,000 covered by such insurance. So long as no Event of Default has occurred and is continuing, such Obligor or such Subsidiary shall have the exclusive right to adjust any losses payable under any such insurance policies which are less than $100,000. Following the occurrence and during the continuation of an Event of Default, or in the case of any losses payable under such insurance exceeding $100,000, the Administrative Agent shall have the right to adjust any losses payable under any such insurance policies, without any liability to the Obligors and the Subsidiaries whatsoever in respect of such adjustments except for the liability of each Holder for such Holder’s gross negligence or willful misconduct. Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, shall be paid over to the Administrative Agent to be applied at the option of the Required Holders either to the prepayment of the Indebtedness or to be disbursed to such Obligor or such Subsidiary under staged payment terms reasonably satisfactory to the Required Holders for application to the cost of repairs, replacements, or restorations; provided, however, that, with respect to any such monies in an aggregate amount during any 12 consecutive month period not in excess of $250,000, so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) the Obligors shall have given the Administrative Agent prior written notice of the Obligors’ or the Subsidiaries’ intention to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation, (iii) the monies are held in a cash collateral account in which the Administrative Agent has a perfected first-priority security interest, and (iv) the Obligors or the Subsidiaries complete such repairs, replacements, or restoration within 180 days after the initial receipt of such monies, the Obligors and the Subsidiaries shall have the option to apply such monies to the costs of repairs, replacement, or restoration of the property which is the subject of the loss, destruction, or taking by condemnation unless and to the extent that such applicable period shall have expired without such repairs, replacements, or restoration being made, in which case, any amounts remaining in the cash collateral account shall be paid to the Holders and applied as set forth above.

10.9.          Books and Records; Inspection Rights; Monthly Management Updates; Board Observation Rights; Meeting of Holders. Each Obligor will, and will cause each Subsidiary to, keep proper books of record and account in accordance with GAAP. Each Obligor will, and will cause each Subsidiary to, permit a representative of the Administrative Agent, acting as representative of the Holders, upon reasonable prior notice (which in the case of an examination of the general and administrative expenditures shall be no more than two calendar days’ notice), to visit and inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and the Company shall consent to any discussion by said representative, with its independent accountants, all at such reasonable times and as often as reasonably requested. In addition, the Company shall cause its managers to call the Administrative Agent to report on the Company’s operations and financial condition at least once each calendar month during the period from the date hereof until the Indebtedness is paid in full, and, the Company shall cause such managers to attend a meeting requested by the Administrative Agent to report on the Company’s operations and financial condition at least once each calendar year during the period from the date hereof until the Indebtedness is paid in full. In addition, a representative of the Administrative Agent shall act as the Required Holders’ non-voting observer and may attend board meetings of the Parent, the Company and any of its Subsidiaries. At the request of the Administrative Agent, Parent and the Company will, respectively, and will cause each Subsidiary to, (a) give timely advance notice to the Administrative Agent of all such meetings and all proposals to such body for action without a meeting, (b) allow a representative of the Administrative Agent to attend all such meetings; and (c) provide the Administrative Agent with copies of all written materials distributed to such managers (or similar body) in connection with such meetings or proposals for action without a meeting, including all minutes of previous actions and proceedings.

10.10.         Compliance with Laws. Each Obligor will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its Property (including ERISA, USA Patriot Act, and Environmental Laws), except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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10.11.      Environmental Matters.

(a)          The Obligors shall at their sole expense, and in the case of non-operated properties, use its reasonable bests efforts to: (i) comply, and shall cause the Properties and operations and each Subsidiary and each Subsidiary’s Properties and operations to comply, with all applicable Environmental Laws; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste, hazardous substance, or solid waste on, under, about, from or to any of the Obligors’ or the Subsidiaries’ Properties or any other Property to the extent caused by the Obligor’s or any of the Subsidiaries’ operations except in compliance with applicable Environmental Laws; (iii) timely obtain or file, and shall cause each Subsidiary to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any, required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Obligor’s or the Subsidiaries’ Properties; (iv) promptly commence and diligently prosecute to completion, and shall cause each Subsidiary to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations (collectively, the “Remedial Work”) in the event any Remedial Work is required or reasonably necessary under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Obligors’ or the Subsidiaries’ Properties; and (v) establish and implement, and shall cause each Subsidiary to establish and implement, such procedures as may be necessary to continuously determine and assure that the Obligors’ and the Subsidiaries’ obligations under this Section 10.11(a) are timely and fully satisfied, except, in the case of each of items (i) through (v), to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect.

(b)          The Obligors will promptly, but in no event later than five days of the occurrence of a triggering event, notify the Administrative Agent in writing of any threatened action, investigation or inquiry by any Governmental Authority or any threatened demand or lawsuit by any Person against the Obligors or the Subsidiaries or their respective Properties of which any Obligor has knowledge in connection with any Environmental Laws (excluding routine testing and corrective action) if the Obligors reasonably anticipate that such action will result in liability (whether individually or in the aggregate) in excess of $100,000.

(c)          The Obligors will, and will cause each Subsidiary to, provide environmental audits and tests in accordance with standards reasonably requested by the Administrative Agent, (i) no more than once per year in the absence of any Event of Default (or as otherwise required to be obtained by the Administrative Agent or the Holders by any Governmental Authority), and (ii) in connection with any future acquisitions of Oil and Gas Properties or other Properties.

(d)          Within 60 days following the Closing Date, the Obligors shall, in consultation with the Administrative Agent, prepare an environmental review plan in form and scope reasonably satisfactory to the Administrative Agent (the “Environmental Review”) and (ii) the Obligors will fully implement the Environmental Review and take such actions, if any, required thereby (as determined by the Administrative Agent in its reasonable discretion), by no later than December 31, 2014.

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10.12.      Guarantors. Upon notice to the Administrative Agent as required by Section 11.15, the Obligors shall promptly cause each Subsidiary to guarantee the Indebtedness pursuant to the provisions of Section 14 hereof. In connection with any such guaranty, the Obligors shall, or shall cause such Subsidiary to, (i) execute and deliver a supplement to this Agreement executed by such Obligor or such Subsidiary, and (ii) execute and deliver such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent.

10.13.      ERISA Compliance. The Obligors will promptly furnish and will cause the Subsidiaries and any ERISA Affiliate to promptly furnish to the Administrative Agent (a) promptly after the filing thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan or any trust created thereunder, (b) immediately upon becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a written notice signed by the President or a principal Financial Officer, the Subsidiary or the ERISA Affiliate, as the case may be, specifying the nature thereof, what action such Obligor, such Subsidiary or such ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (c) immediately upon receipt thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan (other than a Multiemployer Plan), the Obligors will, and will cause each Subsidiary and ERISA Affiliate to pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA.

10.14.      Senior Status. The Obligors shall ensure that the obligations of the Obligors and the Subsidiaries under the Notes shall at all times constitute obligations that are senior to all of the other Debt of the Obligors and the Subsidiaries other than Liens permitted by Section 11.3.

10.15.      Reserve Reports.

(a)          Beginning with July 1, 2014, on or before April 1st and October 1st of each year, commencing October 1, 2014, the Company shall furnish to the Administrative Agent and the Holders a Reserve Report, which shall be prepared in accordance with standard industry practices, evaluating the Oil and Gas Properties of the Company and its Subsidiaries as of the immediately preceding January 1st (as to the Reserve Report to be delivered on or before April 1st) and July 1^st (as to the Reserve Report to be delivered on or before October 1st). The Reserve Report as of January 1 of each year shall be prepared by one or more Approved Petroleum Engineers, and the Reserve Report as of July 1, other than the July 1, 2014 Reserve Report, of each year shall be prepared by or under the supervision of the chief engineer of the Company or one or more Approved Petroleum Engineers who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report as of January 1.

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(b)          Beginning with July 1, 2014, upon the request of the Administrative Agent, in the event of an Interim Redetermination, the Company shall furnish to the Administrative Agent and the Holders a Reserve Report prepared by or under the supervision of the chief engineer of the Company who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the immediately preceding Reserve Report prepared by one or more Approved Petroleum Engineers. For any Interim Redetermination requested by the Administrative Agent or the Company pursuant to Section 7.10(a), the Company shall provide such Reserve Report with an “as of” date as required by the Administrative Agent as soon as possible, but in any event no later than thirty (30) days following the receipt of such request.

(c)          With the delivery of each Reserve Report, the Company shall provide to the Administrative Agent and the Holders a certificate from a Responsible Officer certifying that in all material respects: (i) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct; (ii) the Company or its Subsidiaries owns good and defensible title to the Oil and Gas Properties evaluated in such Reserve Report and such Properties are free of all Liens except for Liens permitted by Section 11.3; (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess of the volume specified in Section 11.24 with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require the Company or any Subsidiary to deliver Hydrocarbons either generally or produced from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor; (iv) none of their Oil and Gas Properties have been sold since the date of the last Reserve Report except as set forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent; and (v) attached to the certificate is a list of all marketing agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report which the Company could reasonably be expected to have been obligated to list on Schedule 8.19 had such agreement been in effect on the date hereof.

10.16.     Title Information.

(a)          On or before the delivery to the Administrative Agent and the Holders of each Reserve Report required by Section 10.15(a), the Company will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, satisfactory title information on status of title to 80%, based on value, of the Company’s interest in each of the wells described in such Reserve Report and 90% of the lease acreage described in such Reserve Report.

(b)          If the Company has provided title information for additional Properties under Section 10.16(a) (herein referred to as the “Additional Properties”), the Company shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such Additional Properties, either (i) cure any such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 11.3 raised by such information, or (ii) deliver title information in form and substance acceptable to the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, satisfactory title information on status of title to 80% of the Company’s interest in each of the wells described in the most recent Reserve Report and 90% of the lease acreage in the most recent Reserve Report.

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(c)          If the Company is unable to cure any title defect requested by the Administrative Agent or the Holders to be cured within the 60-day period or the Company does not comply with the requirements to provide acceptable title information covering status of title to 80% of the Company’s interest in each of the wells described in the most recent Reserve Report and 90% of the lease acreage described in the most recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Required Holders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Required Holders. To the extent that the Administrative Agent or the Required Holders are not satisfied with title to any Additional Properties after the 60-day period has elapsed, such unacceptable Additional Properties shall not count towards the 80% requirement, and the Administrative Agent may send a notice to the Company and the Holders that the then outstanding Risk Adjusted Present Value shall be reduced by an amount as determined by the Required Holders to cause the Company to be in compliance with the requirement to provide acceptable title information on status of title to 80% of the Company’s interest in each of the wells described in the most recent Reserve Report and 90% of the lease acreage described in the most recent Reserve Report. This new Risk Adjusted Present Value shall become effective immediately after receipt of such notice.

10.17.      Further Assurances. Each Obligor, at its sole expense will, and will cause each Subsidiary to, promptly execute and deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of any Obligor or any Subsidiary, as the case may be, in the Note Documents, including the Notes, or to correct any omissions in this Agreement or the Note Documents, all as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith.

10.18.      Additional Collateral. If any Obligor acquires or obtains any new real or personal property or tangible or intangible assets that is not covered by the Lien of the Security Instruments, then such Obligor shall promptly take such steps as are necessary to ensure that such new real or personal property or tangible or intangible assets is subject to the Liens of the Security Instruments.

10.19.      Swap Agreements. The Obligors will maintain in full force and effect the Swap Agreements entered into on the Closing Date pursuant to Section 5.17. Beginning on the Closing Date and continuing thereafter as of the end of each succeeding calendar month, the Obligors will make commercially reasonable efforts to maintain in full force and effect Swap Agreements, hedging in the aggregate notional volumes of at least seventy-five percent (75%) of the reasonably anticipated projected production from Proved Developed Producing Reserves of the Oil and Properties of the Company for each month for a four-year period for each of crude oil and natural gas, calculated separately from the last day of each such month.

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10.20.         Swap Intercreditor Agreement. On or prior to the date that is 60 days subsequent to the Closing Date, the Company, the Administrative Agent and a counterparty to a Swap Agreement acceptable to the Administrative Agent shall have executed a Swap Intercreditor Agreement, in form and substance satisfactory to the Administrative Agent acting reasonably and in good faith.

10.21.         VCOC Rights. If any Holder notifies the Company in writing that such Holder desires to be granted those rights set forth in Exhibit 10.21 attached hereto by the Parent and the Company because such rights are necessary or advisable under applicable legal authorities to qualify such Holder’s investment in the Notes or in Equity Interests in the Parent as a “venture capital investment” (as defined in the regulations issued by the United States Department of Labor set forth in 29 C.F.R. 2510.3-101(d)(3)(i) or any successor regulation thereto), then, upon providing such a notice and without the consent of any other party hereto, the Parent, the Company and such Holder shall execute a letter agreement substantially in the form set forth in Exhibit 10.21 attached hereto.

10.22.         Notice of Termination and Attorney-in-fact. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (acting at the written direction of the Required Holders and subject to receipt of indemnity and/or security from such Required Holders acceptable to the Administrative Agent in all respects) shall have the right to send the Notice of Termination of Operating Agreement to Holdings to terminate the Operating Agreement. The Company hereby irrevocably appoints the Administrative Agent as its attorney-in-fact (such appointment being coupled with an interest) for sending the notice referred to above.

10.23.         Deposit Account Control Agreement. The Administrative Agent shall receive, within twenty (20) Business Days after the Closing Date, a duly executed copy of the Deposit Account Control Agreement for the Company in form and substance satisfactory to the Administrative Agent.

10.24.         Post-Closing Obligations. The Company shall, within 45 days following the Closing Date, either (i) enter into a settlement agreement or other arrangement with New Mountain Finance Corp. and any of its Affiliates (collectively “New Mountain”), on terms satisfactory to the Administrative Agent, to settle any and all New Mountain Claims or (ii) consummate the Merger; provided that, if (A) pursuant to the terms of the settlement arrangement in clause (i), the Company agrees to pay New Mountain an amount in excess of $250,000 and (B) the Company fails to consummate the Merger, then the Company shall use the proceeds of the issuance and sale of additional Equity Interests to pay such excess no later than sixty (60) days following the date that such settlement is agreed or such later date that is agreed to by the Administrative Agent at its sole discretion; provided further that if the Company fails to reach a settlement agreement or arrangement with New Mountain no later than one hundred twenty (120) days following the Closing Date or such later date that is agreed to by the Administrative Agent at its sole discretion, then such failure shall constitute an Event of Default for purposes of this Section 10.24.

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11.         NEGATIVE COVENANTS.

Until the principal of and interest on each Note and all fees payable hereunder and all other amounts payable under the Note Documents have been paid in full, this Agreement is terminated, each Obligor covenants and agrees with the Holders that:

11.1.      Financial Covenants.

(a)          Ratio of Consolidated Total Debt to Consolidated EBITDA. Commencing with, and as of the last day of, the fiscal quarter of the Company ending on June 30, 2014 , the Company will not permit its ratio of (i) Consolidated Total Debt as of the last day of any fiscal quarter to (ii) Consolidated EBITDA (for, and as of the last day of, the twelve (12) month period ending on the last day of the fiscal quarter ending immediately preceding the date of determination) to be greater than the ratio set forth below opposite such fiscal quarter:

Each Fiscal Quarter Ending on the Following Dates	Consolidated Total Debt to Consolidated EBITDA Ratio
June 30, 2014	3.75 to 1.00
September 30, 2014	3.75 to 1.00
December 31, 2014	3.75 to 1.00
March 31, 2015	3.50 to 1.00
June 30, 2015	3.50 to 1.00
September 30, 2015	3.25 to 1.00
December 31, 2015	3.25 to 1.00
March 31, 2016 and each Fiscal Quarter ending thereafter	3.00 to 1.00

provided that for the purposes of this Section 11.1(a), for the last day of each fiscal quarter of the Company commencing with the first fiscal quarter of operations for the Company and ending with the third fiscal quarter of operations for the Company, Consolidated EBITDA for the relevant period shall be deemed to equal Consolidated EBITDA for such fiscal quarter multiplied by 4, 2, and 4/3, respectively. For the purposes of this Section 11.1(a), for the first four fiscal quarters ending after the Closing Date, Transaction Fees, to the extent such Transaction Fees were deducted from Consolidated Net Income for such fiscal quarter, shall be added to the calculation of Consolidated EBITDA for such fiscal quarter.

(b)          Consolidated Working Capital Ratio. The Company will not, at any time, permit its Consolidated Working Capital Ratio as of the last day of the fiscal quarter immediately preceding the date of determination to be less than 1.0 to 1.0.

(c)          Reserve Ratio. The Company will not, at any time, permit its Reserve Ratio as of the last day of the fiscal quarter immediately preceding the date of determination to be less than 1.10 to 1.00.

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11.2.      Debt. The Obligors will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except:

(a)          the Notes or other Indebtedness arising under the Note Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Note Documents;

(b)          Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Properties of the Obligors and the Subsidiaries and approved by the Required Holders;

(c)          intercompany Debt between any Obligor and any Subsidiary or between Obligors or between Subsidiaries to the extent permitted by this Section 11.2; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than any Obligor or one of the Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either any Obligor or a Guarantor shall be subordinated to the Indebtedness;

(d)          endorsements of negotiable instruments for collection in the ordinary course of business;

(e)          Debt in the form of obligations for the deferred purchase price of property or services incurred in the ordinary course of business which are not yet due and payable or are being contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been established, provided that the aggregate principal amount of Debt permitted by this clause (e) together with the aggregate principal amount of Debt permitted by clause (f) of this Section 11.2 shall not exceed $200,000 at any time outstanding;

(f)           Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including office equipment, data processing equipment and motor vehicles), including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this clause (f) together with the aggregate principal amount of Debt permitted by clause (e) of this Section 11.2 shall not exceed $200,000 at any time outstanding;

(g)          Debt incurred or deposits made (i) under worker’s compensation laws, unemployment insurance laws or similar legislation, or (ii) in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which such Obligor is a party, (iii) to secure public or statutory obligations of such Obligor, and (iv) of cash or U.S. government securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which such Obligor a party in connection with the operation of the Oil and Gas Properties, in each case in the ordinary course of business;

(h)          Debt under Swap Agreements listed in Schedule 8.19 and Swap Agreements entered into by the Company after the date hereof in accordance with this Agreement.

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11.3.      Liens. The Obligors will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except:

(a)          Liens securing the payment of any Indebtedness;

(b)          Excepted Liens; and

(c)          Purchase Money Liens securing Debt permitted by Section 11.2(e);

(d)          any Lien existing on any Property prior to the acquisition thereof by any Obligor or existing on any Property of any Person that becomes an Obligor after the date hereof prior to the time such Person becomes an Obligor; provided that (i) such Lien secures Debt permitted by clause (f) of Section 11.2, (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming an Obligor, as the case may be, (iii) such Lien shall not apply to any other Property of any Obligor, and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes an Obligor, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(e)          Liens on fixed or capital assets (including office equipment, data processing equipment and motor vehicles) acquired, constructed or improved by any Obligor; provided that (i) such Liens, secure Debt permitted by clause (f) of Section 11.2, (ii) such Liens and the Debt secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other Property of the Obligors; and

(f)          Liens securing Swap Agreements permitted by Section 11.2(h).

11.4.      Restricted Payments, etc. None of the Obligors will, nor will the Obligors permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its Equity Interest holders or make any distribution of its Property to its Equity Interest holders, except (a) the Obligors may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock) (b) Subsidiaries of the Company may declare and pay dividends ratably with respect to their Equity Interests and (c) Permitted Operator Payments.

11.5.      Investments, Loans and Advances. The Obligors will not, and will not permit any Subsidiary to, make or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to:

(a)          Investments reflected in the Financial Statements or which are disclosed to the Holders in Schedule 11.5;

(b)          accounts receivable arising in the ordinary course of business;

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(c)          direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States or any agency thereof, in each case maturing within one year from the date of creation thereof;

(d)          commercial paper maturing within one year from the date of creation thereof rated in the highest grade by S&P or Moody’s.

(e)          deposits maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Holder or any Affiliate of any Holder, or any office located in the United States of any other bank or trust company which is organized under the laws of the United States or any state thereof, and which has capital, surplus and undivided profits aggregating at least $100,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively;

(f)          deposits in money market funds investing exclusively in Investments described in Section 11.5(c) or Section 11.5(d);

(g)          Investments (i) made by any Obligor in or to another Obligor or to the Guarantors that are Wholly-Owned Subsidiaries or (ii) made by any Subsidiary in or to any Obligor or any Guarantor that is a Wholly-Owned Subsidiary;

(h)          subject to the limits in Section 11.6, Investments in direct ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, or area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business and located in and around Wood County, Texas;

(i)           Investments consisting of Swap Agreements; and

(j)           Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this Section 11.5 owing to any Obligor or any Subsidiary as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of any Obligor or any Subsidiary; provided that the aggregate amount of all investments held at any one time under this Section 11.5(h) shall not exceed $100,000.

11.6.      Nature of Business. The Obligors will not, and will not permit any Subsidiary to, allow any material change to be made in the character of its business as an independent oil and gas exploration and production company. From and after the date hereof, the Obligors and the Subsidiaries will not acquire or make any other expenditure (whether such expenditure is capital, operating or otherwise) in or related to, any Oil and Gas Properties not located within the geographical boundaries of the United States.

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11.7.      Prepayments. The Obligors will not, and will not permit any Subsidiary to:

(a)          optionally prepay, redeem, defease, purchase, or otherwise acquire any Debt of any Obligor or any Subsidiary, other than the Indebtedness in accordance with this Agreement; or

(b)          make any payment on account of Debt that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions.

11.8.      Limitation on Leases. The Obligors will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any obligation for the payment of rent or hire of Property of any kind whatsoever (real or personal but excluding leases of Hydrocarbon Interests), under leases or lease agreements which would cause the aggregate amount of all payments made by the Obligors and the Subsidiaries pursuant to all such leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $100,000 in any period of twelve consecutive calendar months during the life of such leases.

11.9.      Proceeds of Notes. The Company will not permit the proceeds of the Notes to be used for any purpose other than those permitted by Section 8.20. None of the Obligors nor any Person acting on behalf of the Obligors has taken or will take any action which might cause any of the Note Documents to violate Regulations T, U or X or any other regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent, the Obligors will furnish to each Holder a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board, as the case may be.

11.10.    ERISA Compliance. Except where noncompliance could reasonably be expected to result in liability of the Obligors and the Subsidiaries in an aggregate amount exceeding (i) $50,000 in any year or (ii) $100,000 for all periods preceding the Final Maturity Date, the Obligors will not, and will not permit any Subsidiary to, at any time:

(a)          engage in, or permit any ERISA Affiliate to engage in, any transaction in connection with which an Obligor, a Subsidiary or any ERISA Affiliate could be subjected to either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code;

(b)          terminate, or permit any ERISA Affiliate to terminate, any Plan in a manner, or take any other action with respect to any Plan, which could result in any liability of any Obligor, a Subsidiary or any ERISA Affiliate to the PBGC;

(c)          fail to make, or permit any ERISA Affiliate to fail to make, full payment when due of all amounts which, under the provisions of any Plan, agreement relating thereto or applicable law, any Obligor, a Subsidiary or any ERISA Affiliate is required to pay as contributions thereto;

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(d)          permit to exist, or allow any ERISA Affiliate to permit to exist, any failure to satisfy the funding requirements of section 302 of ERISA or section 412 of the Code (determined without regard to any waiver permitted under the Code) with respect to any Plan;

(e)          permit, or allow any ERISA Affiliate to permit, the actuarial present value of the benefit liabilities under any Plan maintained by an Obligor, a Subsidiary or any ERISA Affiliate which is regulated under Title IV of ERISA to exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities. The term “actuarial present value of the benefit liabilities” shall have the meaning specified in section 4041 of ERISA;

(f)           contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any Multiemployer Plan;

(g)          acquire, or permit any ERISA Affiliate to acquire, an interest in any Person that causes such Person to become an ERISA Affiliate with respect to an Obligor or a Subsidiary or with respect to any ERISA Affiliate of an Obligor or a Subsidiary if such Person sponsors, maintains or contributes to, or at any time in the six-year period preceding such acquisition has sponsored, maintained, or contributed to, (i) any Multiemployer Plan, or (ii) any other Plan that is subject to Title IV of ERISA under which the actuarial present value of the benefit liabilities under such Plan exceeds the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities;

(h)          incur, or permit any ERISA Affiliate to incur, a liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of ERISA; and

(i)          contribute to or assume an obligation to contribute to, or permit any ERISA Affiliate to contribute to or assume an obligation to contribute to, any employee welfare benefit plan, as defined in section 3(1) of ERISA, including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not be terminated by such entities in their sole discretion at any time without any material liability.

11.11.    Sale or Discount of Receivables. Except for receivables obtained by any Obligor or any Subsidiary out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, the Obligors will not, and will not permit any Subsidiary to, discount or sell (with or without recourse) any of its notes receivable or accounts receivable.

11.12.    Mergers, etc. The Obligors will not, and will not permit any Subsidiary to, merge into or with or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person (whether now owned or hereafter acquired), or liquidate, dissolve or convert to another form of legal entity, except that any Wholly-Owned Subsidiary may merge with any other Wholly-Owned Subsidiary and that the Company may merge with any Wholly-Owned Subsidiary so long as the Company is the survivor.

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11.13.    Sale of Properties. The Obligors will not, and will not permit any Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property except for (a) the sale or production of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts approved by the Required Holders; (c) the sale or transfer of equipment that is no longer necessary for the business of such Obligor or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties; provided with respect to this clause (d) that (A) 100% of the consideration received in respect of such sale or other disposition shall be cash and shall be applied to prepay the Notes to the extent required by the terms of Section 7.3 hereof, (B) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the Company and, if requested by the Required Holders, the Company shall deliver a certificate of a Responsible Officer of the Company certifying to that effect), (C) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Subsidiary, and (D) the fair market value of any Oil and Gas Property or Subsidiary sold or disposed of pursuant to this clause (d) shall not exceed $250,000 in any individual sale or $1,000,000 in the aggregate for all such sales; and (e) the sale or other disposition of Property not regulated by clauses (a) through (d) in this Section 11.13 having a fair market value of not more than $50,000 during any fiscal year.

11.14.    Environmental Matters. The Obligors will not, and will not permit any Subsidiary to, cause or permit any of its Property to be in violation of, or do anything or permit anything to be done which will subject any such Property to any Remedial Work under any Environmental Laws, assuming disclosure to the applicable Governmental Authority of all relevant facts, conditions and circumstances, if any, pertaining to such Property where such violations or remedial obligations could reasonably be expected to have a Material Adverse Effect.

11.15.    Subsidiaries. The Obligors will not, and will not permit any Subsidiary to, create or acquire any additional Subsidiary unless the Obligors give written notice to the Administrative Agent of such creation or acquisition and complies with Section 10.12. The Obligors shall not, and shall not permit any Subsidiary to, sell, assign or otherwise dispose of any Equity Interests in any Subsidiary except in compliance with Section 11.13. None of the Obligors nor the Subsidiaries shall have any Subsidiaries organized under the laws of any jurisdiction outside of the United States of America.

11.16.    Terrorism Sanctions Regulations. The Obligors will not, and will not permit any Subsidiary to, become a Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti Terrorism Order or engage in any dealings or transactions with any such Person.

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11.17.    Negative Pledge Agreements; Dividend Restrictions. The Obligors will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement, the Security Instruments or Capital Leases creating Liens permitted by Section 11.3(c)) and clause (g) of the definition of Excepted Liens) which in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of its Property in favor of the Purchasers or restricts any Subsidiary from paying dividends or making distributions to any Obligor or any Guarantor, or which requires the consent of or notice to other Persons in connection therewith.

11.18.    Swap Agreements. The Obligors will not, and will not permit any Subsidiary to, enter into any Swap Agreements with any Person other than Swap Agreements in respect of commodities (i) subject to a Swap Intercreditor Agreement (unless otherwise approved in writing by the Administrative Agent acting at the written direction of the Required Holders) and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed 100% of the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil, natural gas liquids and natural gas, calculated separately. In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Obligors or any Subsidiary to post collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures, other than (i) as may be required by applicable law or (ii) a requirement that such Swap Agreement be subject to a Swap Intercreditor Agreement.

11.19.    Sale and Leaseback. The Obligors will not, and will not permit any Subsidiary, to enter into any arrangement with any Person where any Obligor or any Subsidiary is the lessee of real or personal property which has been or is to be sold or transferred by such Obligor or such Subsidiary to such Person (or to any other Person to whom funds have been or are to be advanced by such Person) on the security of such property or rental obligations of such Obligor or such Subsidiary.

11.20.    Transactions with Affiliates. Except for Permitted Operator Payments or as disclosed on Schedule 11.20, the Obligors will not, and will not permit any Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than Wholly-Owned Subsidiaries) unless such transactions are otherwise are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate and approved by the Required Holders in writing.

11.21.    Amendment, etc. of Material Contracts. The Obligors will not, and will not permit any Subsidiary to cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend, modify or change in any manner any term or condition of any Material Contract or give any consent, waiver or approval thereunder, waive any default under or any breach of any term or condition of any Material Contract, or take any other action in connection with any Material Contract that in each case described in this Section 11.21 would reasonably be expected to have a Material Adverse Effect.

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11.22.    Amendment of Organizational Documents; Management Changes. The Obligors will not, and will not permit any Subsidiary, to amend any of its Organizational Documents other than any such amendment (a) made solely in connection with a transaction that is otherwise permitted under this Agreement or (b) that would not reasonably be expected to have a Material Adverse Effect or could reasonably be expected to release, qualify, limit, make contingent or otherwise adversely affect the rights and benefits of the Administrative Agent or any Holder. In the event that any member of the Company’s Board of Managers appointed by the Pledgors resigns or is removed, their replacement must be approved in advance by the Administrative Agent.

11.23.    G&A Expenses. General and administrative expenses of the Obligors shall equal $81,250 in the aggregate for any calendar quarter during the period commencing on the Closing Date and ending on March 31, 2015, which amount may increase 3% per annum each year thereafter, unless any greater amount is approved by the Required Holders.

11.24.    Gas Imbalances, Take-or-Pay or Other Prepayments. The Obligors will not, and will not permit any Subsidiary to, allow gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of any Obligor or any Subsidiary that would require such Obligor or such Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed one half bcf of gas (on an mcf equivalent basis) in the aggregate.

11.25.    Marketing Activities. Each Obligor will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts related thereto other than (i) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their proved Oil and Gas Properties during the period of such contract, (ii) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from proved Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of such Obligor and its Subsidiaries that such Obligor or one of its Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (iii) other contracts for the purchase and/or sale of Hydrocarbons of third parties (A) which have generally offsetting provisions (i.e., corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (B) for which appropriate credit support has been taken to alleviate the material credit risks of the counterparty thereto.

11.26.    Approved Budget.

(a)          No Obligor shall, nor will it allow any Subsidiary to, deviate from the Approved Budget then in effect or make capital expenditures in any manner not provided for in the Approved Budget then in effect, unless consented to in writing by the Administrative Agent.

(b)          If Company desires to make any change to the Approved Budget or is required to update the Approved Budget pursuant to the terms hereof, it shall submit a revised Approved Budget, along with a written narrative describing such changes to the Administrative Agent for its review, but in any case Company shall submit an Approved Budget no less than once yearly. Any revised plan submitted to the Administrative Agent shall not be considered the current Approved Budget until such time as the Administrative Agent shall have consented to such revised plan and no Obligor shall be permitted to spend funds in furtherance of such draft Approved Budget. The Administrative Agent shall have no obligation to consent to any Approved Budget.

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12.         EVENTS OF DEFAULT.

One or more of the following events shall constitute an “Event of Default”:

(a)          the Company shall fail to pay any principal of any Note when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof, by acceleration or otherwise.

(b)          the Company shall fail to pay any interest on any Note or any fee or any other amount (other than an amount referred to in Section 12(a)) payable under any Note Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days.

(c)          any representation or warranty made or deemed made by or on behalf of any Obligor, any Subsidiary or any Pledgor in or in connection with any Note Document or any amendment or modification of any Note Document or waiver under such Note Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Note Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made and which shall continue unresolved to such Holder’s satisfaction for a period of 30 days after notice thereof from any Holder to the Company.

(d)          any Obligor or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in Section 10.1(h), Section 10.1(i), Section 10.1(j), Section 10.1(m), Section 10.1(p), Section 10.2, Section 10.3, Section 10.13, Section 10.23, Section 10.24 or in Section 11.

(e)          any Obligor or any Subsidiary shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Section 12(a), Section 12(b) or Section 12(d)) or any other Note Document, and such failure shall continue unremedied for a period of 10 days after the earlier to occur of (i) notice thereof from any Holder to the Obligors or (ii) a Responsible Officer of such Obligor or such Subsidiary (A) with reasonable inquiry, should have become aware of such failure or (B) otherwise becomes aware of such failure.

(f)          any Obligor shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (whether prior to its scheduled maturity or otherwise) and such failure shall continue beyond any applicable grace period.

(g)          any event or condition occurs that results in any Material Indebtedness of any Obligor becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require any Obligor to make an offer in respect thereof.

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(h)          an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered.

(i)           any Credit Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in Section 12(h), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Credit Party or for a substantial part of any of their respective assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing.

(j)          any Credit Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due.

(k)          (i) one or more judgments for the payment of money in an aggregate amount in excess of $100,000, with respect to any Obligor, or $5,000,000, with respect to the Parent, or following the date of the Merger, the Post-Merger Parent, or (ii) any one or more non-monetary judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, shall be rendered against any Obligor or, as applicable, the Parent or Post-Merger Parent, or any combination thereof and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Obligor to enforce any such judgment.

(l)           the Note Documents after delivery thereof shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against any Obligor that is party thereto or shall be repudiated by any of them, or any Obligor or any Subsidiary or any of their Affiliates shall so state in writing.

(m)         an ERISA Event shall have occurred that, in the opinion of the Required Holders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Obligors and the Subsidiaries in an aggregate amount exceeding (i) $50,000 in any year or (ii) $100,000 for all periods.

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(n)          any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Obligor or any Subsidiary having a fair market value in excess of $500,000.

(o)          a Change of Control shall occur.

13.         REMEDIES ON DEFAULT, ETC.

13.1.      Acceleration.

(a)          If an Event of Default with respect to any Obligor or any Subsidiary described in Section 12(h) or Section 12(i) has occurred, all the Notes and other Indebtedness then outstanding shall automatically become immediately due and payable.

(b)          If any other Event of Default has occurred and is continuing, the Required Holders may at any time, at its or their option, by notice or notices to the Company, declare all the Notes and other Indebtedness then outstanding to be immediately due and payable.

(c)          If any Event of Default described in Sections 12(a) or 12(b) has occurred and is continuing, the Required Holders of Notes at the time outstanding affected by such Events of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

(d)          Upon any Notes becoming due and payable under this Section 13.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus all accrued and unpaid interest thereon, plus all fees, expense reimbursement obligations and other Indebtedness and other obligations of each Obligor and each Guarantor accrued hereunder and under the Notes and the other Note Documents, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.

(e)          All proceeds received by the Administrative Agent after maturity of the Notes, whether by acceleration or otherwise, shall be applied:

(i)          first, to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Administrative Agent in its capacity as such;

(ii)         second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting fees, expenses and indemnities payable to the Holders;

(iii)        third, pro rata to payment of accrued interest on the Notes;

(iv)        fourth, pro rata to payment of principal outstanding on the Notes;

(v)         fifth, pro rata to any other Indebtedness; and

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(vi)        sixth, any excess, after all of the Indebtedness shall have been indefeasibly paid in full in cash, shall be paid to the Company or as otherwise required by any Governmental Requirement.

13.2.      Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 13.1, the Holder of any Note at the time outstanding may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

13.3.      Rescission. At any time after any Notes have been declared due and payable pursuant to clause (b) or (c) of Section 13.1, the Required Holders by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Company has paid all overdue interest on the Notes, all principal of any Notes that is due and payable and is unpaid other than by reason of such declaration, and all interest on such overdue principal and (to the extent permitted by applicable law) overdue interest in respect of the Notes, at the Default Rate, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 19, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 13.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

13.4.      No Waivers or Election of Remedies, Expenses, etc. No course of dealing and no delay on the part of the Administrative Agent or any Holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such Holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon the Administrative Agent or any Holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Company under Section 17, the Company will pay to the Administrative Agent and the Holder of each Note on demand such further amount as shall be sufficient to cover all reasonable costs and expenses of such Holder incurred in any enforcement or collection under this Section 13, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

14.         GUARANTIES; SUBORDINATION OF OBLIGOR CLAIMS.

14.1.      Guaranties. By joining herein:

(a)          Each of the Guarantors jointly and severally, unconditionally and irrevocably, guarantees to the Holders and each of their respective successors, indorsees, transferees and assigns, the prompt and complete payment in cash and performance by the Obligors when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantied Obligations. This is a guarantee of payment and not collection and the liability of each Guarantor is primary and not secondary.

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(b)          Anything herein or in any other Note Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Note Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 14.2).

(c)          Each Guarantor agrees that the Guarantied Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 14 or affecting the rights and remedies of any Holder under this Section 14.

(d)          Each Guarantor agrees that if the maturity of the Guarantied Obligations is accelerated by bankruptcy or otherwise, such maturity shall also be deemed accelerated for the purpose of this guarantee without demand or notice to such Guarantor. The guarantee contained in this Section 14 shall remain in full force and effect until all the Guarantied Obligations shall have been satisfied by payment in full in cash.

(e)          No payment made by any Obligor, any of the Guarantors, any other guarantor or any other Person or received or collected by any Holder from any Obligor, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guarantied Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guarantied Obligations or any payment received or collected from such Guarantor in respect of the Guarantied Obligations), remain liable for the Guarantied Obligations up to the maximum liability of such Guarantor hereunder until the Guarantied Obligations are paid in full in cash.

14.2.      Right of Contribution. Each Guarantor, by joining herein, agrees that to the extent that a Guarantor shall have paid more than its proportionate share (based on the number of Guarantors) of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 14.3. The provisions of this Section 14.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Holders, and each Guarantor shall remain liable to the Holders for the full amount guaranteed by such Guarantor hereunder.

14.3.      No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by any Holder, no Guarantor shall be entitled to be subrogated to any of the rights of any Holder against any Obligor or any other Guarantor or any collateral security or guarantee or right of offset held by any Holder for the payment of the Guarantied Obligations, nor shall any Guarantor seek or be entitled to seek any indemnity, exoneration, participation, contribution or reimbursement from any Obligor or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Holders on account of the Guarantied Obligations are irrevocably and indefeasibly paid in full in cash. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantied Obligations shall not have been irrevocably and indefeasibly paid in full in cash, such amount shall be held by such Guarantor in trust for the Holders, and shall, forthwith upon receipt by such Guarantor, be turned over to the Holders in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Holders, if required), to be applied against the Guarantied Obligations, whether matured or unmatured, in accordance with Section 7.4 of this Agreement.

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14.4.      Amendments, etc. with respect to the Guarantied Obligations. Each Guarantor shall remain obligated hereunder, and such Guarantor’s obligations hereunder shall not be released, discharged or otherwise affected, notwithstanding that, without any reservation of rights against any Guarantor and without notice to, demand upon or further assent by any Guarantor (which notice, demand and assent requirements are hereby expressly waived by such Guarantor), (a) any demand for payment of any of the Guarantied Obligations made by any Holder may be rescinded by such Holder or otherwise and any of the Guarantied Obligations continued; (b) the Guarantied Obligations, the liability of any other Person upon or for any part thereof or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by, or any indulgence or forbearance in respect thereof granted by, any Holder; (c) any Note Document may be amended, modified, supplemented or terminated, in whole or in part, as the Holders may deem advisable from time to time; (d) any collateral security, guarantee or right of offset at any time held by any Holder for the payment of the Guarantied Obligations may be sold, exchanged, waived, surrendered or released; (e) any additional guarantors, makers or endorsers of the Guarantied Obligations may from time to time be obligated on the Guarantied Obligations or any additional security or collateral for the payment and performance of the Guarantied Obligations may from time to time secure the Guarantied Obligations; and (f) any other event shall occur which constitutes a defense or release of sureties generally. No Holder shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Guarantied Obligations or for the guarantee contained in this Section 14 or any Property subject thereto.

14.5.      Waivers. Each Guarantor, by joining herein, waives any and all notice of the creation, renewal, extension or accrual of any of the Guarantied Obligations and notice of or proof of reliance by any Holder upon the guarantee contained in this Section 14 or acceptance of the guarantee contained in this Section 14; the Guarantied Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 14 and no notice of creation of the Guarantied Obligations or any extension of credit already or hereafter contracted by or extended to any Obligor need be given to any Guarantor; and all dealings between any of the Obligors and any of the Guarantors, on the one hand, and the Holders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 14. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Obligors or any of the Guarantors with respect to the Guarantied Obligations.

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14.6.      Guaranty Absolute and Unconditional.

(a)          Each Guarantor, by joining herein, understands and agrees that the guarantee contained in this Section 14 is, and shall be construed as, a continuing, completed, absolute and unconditional guarantee of payment, and each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations hereunder shall not be discharged or otherwise affected as a result of, any of the following:

(i)          the invalidity or unenforceability of any Note Document, any of the Guarantied Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Holder;

(ii)         any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Obligor or any other Person against any Holder;

(iii)        the insolvency, bankruptcy arrangement, reorganization, adjustment, composition, liquidation, disability, dissolution or lack of power of any Obligor or any other Guarantor or any other Person at any time liable for the payment of all or part of the Guarantied Obligations, including any discharge of, or bar or stay against collecting, any Guarantied Obligation (or any part of them or interest therein) in or as a result of such proceeding;

(iv)        any sale, lease or transfer of any or all of the assets of any Obligor or any other Guarantor, or any changes in the Equity Interest holders of any Obligor or the Guarantor;

(v)         any change in the entity existence (including its constitution, laws, rules, regulations or power), structure or ownership of any Obligor or any other Guarantor;

(vi)        the fact that any collateral or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guarantied Obligations shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien, it being recognized and agreed by each of the Guarantors that it is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any of the collateral for the Guarantied Obligations;

(vii)       the absence of any attempt to collect the Guarantied Obligations or any part of them from any Obligor or any Guarantor;

(viii)      (A) any Holder’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code; (B) any borrowing or grant of a Lien by any Obligor, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code; (C) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Holder’s claim (or claims) for repayment of the Guarantied Obligations; (D) any use of cash collateral under Section 363 of the Bankruptcy Code; (E) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding; (F) the avoidance of any Lien in favor of the Holders or any of them for any reason; or (G) failure by any Holder to file or enforce a claim against any Obligor or its estate in any bankruptcy or insolvency case or proceeding; or

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(ix)         any other circumstance or act whatsoever, including any action or omission of the type described in Section 14.4 (with or without notice to or knowledge of any Obligor or such Guarantor), which constitutes, or might be construed to constitute, an equitable or legal discharge of the Obligors for the Guarantied Obligations, or of such Guarantor under the guarantee contained in this Section 14, in bankruptcy or in any other instance (other than payment or performance).

(b)          When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Holder may, but shall be under no obligation to, join or make a similar demand on or otherwise pursue or exhaust such rights and remedies as it may have against any Obligor, any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantied Obligations or any right of offset with respect thereto, and any failure by any Holder to make any such demand, to pursue such other rights or remedies or to collect any payments from any Obligor, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any Obligor, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Holder against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

14.7.      Reinstatement. The guarantee of the Guarantors joining hereunder shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guarantied Obligations is rescinded or must otherwise be restored or returned by any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Obligor or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Obligor or any Guarantor or any substantial part of its Property, or otherwise, all as though such payments had not been made.

14.8.      Payments. Each Guarantor, by joining herein, guarantees that payments under this Section 14 will be paid to the Holders, without set-off, deduction or counterclaim in dollars, in immediately available funds, at the offices specified in Section 16.1 of this Agreement.

14.9.      Representations and Warranties. In the case of each Guarantor, the representations and warranties set forth in Section 8 of this Agreement as they relate to such Guarantor or to the Note Documents to which such Guarantor is a party are true and correct in all respects; provided that each reference in each such representation and warranty to the Obligors’ or the Company’s knowledge shall, for the purposes of this Section 14.9, be deemed to be a reference to such Guarantor’s knowledge.

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14.10.    Affirmative and Negative Covenants. In the case of each Guarantor, such Guarantor shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor or any of its subsidiaries.

14.11.    Subordination of Obligor Claims.

(a)          Subordination of all Obligor Claims. After and during the continuation of an Event of Default, no Obligor shall receive or collect, directly or indirectly, from any other Obligor in respect thereof any amount upon the Obligor Claims.

(b)          Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief, or other insolvency proceedings involving any Obligor, the Holders shall have the right to prove their claim in any proceeding, so as to establish their rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments which would otherwise be payable upon Obligor Claims. Each Obligor hereby assigns such dividends and payments to the Holders for application against the Guarantied Obligations as provided under Section 7 of this Agreement. Should any Holder receive, for application upon the Guarantied Obligations, any such dividend or payment which is otherwise payable to any Obligor, and which, as between such Obligors, shall constitute a credit upon the Obligor Claims, then upon payment in full in cash of the Guarantied Obligations, the intended recipient shall become subrogated to the rights of the Holders to the extent that such payments to the Holders on the Obligor Claims have contributed toward the liquidation of the Guarantied Obligations, and such subrogation shall be with respect to that proportion of the Guarantied Obligations which would have been unpaid if the Holders had not received dividends or payments upon the Obligor Claims.

(c)          Payments held in Trust. In the event that notwithstanding Section 14.11(a) and Section 14.11(b), any Obligor should receive any funds, payments, claims or distributions which is prohibited by such Sections, then it agrees: (i) to hold in trust for the Holders an amount equal to the amount of all funds, payments, claims or distributions so received, and (ii) that it shall have absolutely no dominion over the amount of such funds, payments, claims or distributions except to pay them promptly to the Holders; and each Obligor covenants promptly to pay the same to the Holders.

(d)          Liens Subordinate. Each Obligor agrees that, until the Guarantied Obligations are paid in full in cash, any Liens securing payment of the Obligor Claims shall be and remain inferior and subordinate to any Liens securing payment of the Indebtedness, regardless of whether such encumbrances in favor of such Obligor or any Holder presently exist or are hereafter created or attach. Without the prior written consent of the Required Holders, no Obligor, during the period in which any of the Guarantied Obligations are outstanding, shall (i) exercise or enforce any creditor’s right it may have against any debtor in respect of the Obligor Claims, or (ii) foreclose, repossess, sequester or otherwise take steps or institute any action or proceeding (judicial or otherwise, including without limitation the commencement of or joinder in any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any Lien held by it.

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(e)          Notation of Records. Upon the request of the Required Holders, all promissory notes and all accounts receivable ledgers or other evidence of the Obligor Claims accepted by or held by any Obligor shall contain a specific written notice thereon that the indebtedness evidenced thereby is subordinated under the terms of this Agreement.

15.         REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

15.1.      Registration of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each Holder of one or more Notes, and principal amounts (and stated interest) of the Notes owing to each Holder pursuant to the terms hereof from time to time, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any Holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered Holders of Notes. For the avoidance of doubt, the foregoing provisions are intended to comply with the registration requirements in Treasury Regulations Section 5f.103-1(c) so that the Notes are considered to be issued in “registered form” within the meaning of such Treasury Regulations. The entries in the register shall be conclusive absent manifest error, and the Company, the Administrative Agent and the Holders shall treat each Person whose name is recorded in the register pursuant to the terms hereof as a Holder hereunder for all purposes of this Agreement.

15.2.      Transfer and Exchange of Notes. Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly recorded or accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $250,000, or any integral multiple of $50,000 in excess thereof; provided that if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $250,000.

15.3.      Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

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(a)          in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the Holder of such Note is, or is a nominee for, an original Purchaser or another Holder of a Note with a minimum net worth of at least $100,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b)          in the case of mutilation, upon surrender and cancellation thereof, within ten (10) Business Days thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

16.         PAYMENTS ON NOTES.

16.1.      Place of Payment. Notwithstanding anything to the contrary contained herein or in any other Note Document, payments of principal, interest, fees and all other amounts due and payable under the provisions of the Notes and the other Note Documents are required to be paid to a bank account of each Holder maintained by such Holder in the city of New York, New York.

17.         EXPENSES, TAXES, ETC.

17.1.      Expenses; Indemnity; Damage Waiver.

(a)          The Company shall pay (i) all reasonable out-of-pocket expenses incurred by each Holder and its Affiliates, including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for such Holder, the reasonable travel, photocopy, mailing, courier, telephone and other similar expenses, and the cost of environmental audits and surveys and appraisals, in connection with the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel to the Holders as to the rights and duties of the Holders with respect thereto) of this Agreement and the other Note Documents and any amendments, modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable costs, expenses and Other Taxes incurred by any Holder in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein, (iii) all reasonable out-of-pocket expenses incurred by any Holder, including the reasonable fees, charges and disbursements of any counsel for such Holder, in connection with the enforcement or protection of its rights in connection with this Agreement or any other Note Document, including its rights under this Section 17.1, or in connection with the issuance of the Notes, including, without limitation, all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the amounts outstanding under the Notes.

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(b)          THE COMPANY SHALL INDEMNIFY EACH HOLDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES, TAXES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE NEGOTIATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OR THE PARTIES TO ANY OTHER NOTE DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER NOTE DOCUMENT, (ii) THE FAILURE OF THE COMPANY OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY NOTE DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE OBLIGORS OR ANY GUARANTOR SET FORTH IN ANY OF THE NOTE DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY NOTE OR THE USE OF THE PROCEEDS THEREFROM, (v) ANY OTHER ASPECT OF THE NOTE DOCUMENTS, (vi) THE OPERATIONS OF THE BUSINESS OF THE OBLIGORS AND THE SUBSIDIARIES BY THE OBLIGORS AND THE SUBSIDIARIES, (vii) ANY ASSERTION THAT THE HOLDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (viii) ANY ENVIRONMENTAL LAW APPLICABLE TO ANY OBLIGOR OR ANY SUBSIDIARY OR ANY OF THEIR PROPERTIES, INCLUDING WITHOUT LIMITATION, THE PRESENCE, GENERATION, STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT, DISPOSAL, ARRANGEMENT OF DISPOSAL OR TREATMENT OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON ANY OF THEIR PROPERTIES, (ix) THE BREACH OR NON-COMPLIANCE BY ANY OBLIGOR OR ANY SUBSIDIARY WITH ANY ENVIRONMENTAL LAW APPLICABLE TO ANY OBLIGOR OR ANY SUBSIDIARY, (x) THE PAST OWNERSHIP BY ANY OBLIGOR OR ANY SUBSIDIARY OF ANY OF THEIR PROPERTIES OR PAST ACTIVITY ON ANY OF THEIR PROPERTIES WHICH, THOUGH LAWFUL AND FULLY PERMISSIBLE AT THE TIME, COULD RESULT IN PRESENT LIABILITY, (xi) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY ANY OBLIGOR OR ANY SUBSIDIARY OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY ANY OBLIGOR OR ANY SUBSIDIARY, (xii) ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO ANY OBLIGOR OR ANY SUBSIDIARY, (xiii) ANY OTHER ENVIRONMENTAL, HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE NOTE DOCUMENTS, OR (xiv) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE.

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(c)          To the extent permitted by applicable law, the Obligors shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Note Document or any agreement or instrument contemplated hereby or thereby, the Transactions, or the use of the proceeds thereof.

All amounts due under this Section 17.1 shall be payable not later than ten (10) days after written demand therefor.

17.2.      Taxes.

(a)          Payments Free of Taxes. All sums payable by or on account of any Obligor hereunder and under the other Note Documents shall (except to the extent otherwise required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority. For purposes of this Section 17.2, the term “law” includes FATCA.

(b)          Gross Up of Taxes. If any Obligor, the Administrative Agent or any other Person is required by law to make any deduction or withholding for or on account of any Tax from any sum paid or payable under any of the Note Documents: (i) the Obligor shall promptly notify the Administrative Agent of any such requirement or any change in any such requirement as soon as the Obligor becomes aware of it; (ii) the Obligor or the Administrative Agent shall timely pay any such Tax to the relevant Governmental Authority before the date on which penalties attach thereto; (iii) the sum payable by such Obligor in respect of which the relevant deduction or withholding is required shall be increased to the extent necessary to ensure that after any such deduction or withholding (including any deduction or withholding imposed with respect to any increases in the sum payable under this Section 17.2(b)(iii)), the Administrative Agent or such Holder, as the case may be, and each of their Tax Related Persons receives on the due date of such payment a net sum equal to what it would have received had no such deduction or withholding been required; and (iv) within thirty (30) days after making any such deduction or withholding, the Obligor shall deliver to the Administrative Agent evidence satisfactory to the other affected parties of such deduction or withholding and of the remittance thereof to the relevant Governmental Authority; provided, no such additional amount shall be required to be paid to any Holder under clause (a) above for (A) any U.S. federal withholding Tax in effect and applicable, as of the date the Holder or the Administrative Agent becomes a party to any Note Document, except to the extent that, pursuant to this Section 7.12, amounts with respect to such Taxes were payable to such Holder’s assignor (including each of their Tax Related Persons) immediately before such Holder becomes a party hereto, (B) any U.S. federal withholding Tax imposed under FATCA or (C) any Tax that is directly attributable (other than as a result of a change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof) to a Holder’s failure to comply with Section 17.2(e) (such taxes, “Excluded Taxes”).

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(c)          Payment of Other Taxes and Evidence of Tax Payments. In addition, the Obligors shall pay all Other Taxes to the relevant Governmental Authorities in accordance with applicable law. The Obligors shall deliver to the Administrative Agent official receipts or other evidence of such payment reasonably satisfactory to Agent in respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or Other Taxes.

(d)          Tax Indemnification. The Obligors shall indemnify the Administrative Agent and each Holder, within ten (10) days after written demand therefor, for the full amount of any Taxes paid or incurred by the Administrative Agent or such Holder or their respective Tax Related Persons, as the case may be, relating to, arising out of, or in connection with any Note Document or any payment or transaction contemplated hereby or thereby, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority and all reasonable costs and expenses incurred in enforcing the provisions of this Section 17.2; provided, however that the Obligors shall not be required to indemnify the Administrative Agent and Holders (i) in duplication of Taxes indemnified by Sections 17.2(b) or (c), (ii) for any Tax on the Overall Net Income of such Holder or the Administrative Agent or (iii) for any Excluded Taxes. Any indemnification under this Section 17.2(d) shall be made on an after-Tax basis, such that after all required deductions and payments of all Taxes (including any Tax on the Overall Net Income), the Administrative Agent or any Holder or any of their Tax Related Persons receives and retains an amount equal to the sum it would have received and retained had it not paid or incurred or been subject to such Taxes or expenses and costs. A certificate as to the amount of such payment or liability delivered to the Company by a Holder (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Holder, shall be conclusive absent manifest error.

(e)          Status of Holders. Each Holder that is a U.S. Person shall deliver to the Company and the Administrative Agent, on or prior to the Closing Date (in the case of each Holder listed on the signature pages hereof on the Closing Date) or on or prior to the date of the assignment pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times upon a reasonable request as may be necessary in the determination of the Company or the Administrative Agent (each in the reasonable exercise of its discretion), two executed original copies of the IRS Form W-9. Each Foreign Holder shall deliver to the Company and the Administrative Agent, on or prior to the Closing Date (in the case of each Holder listed on the signature pages hereof on the Closing Date) or on or prior to the date of the assignment pursuant to which it becomes a Holder (in the case of each other Holder), and at such other times upon a reasonable request as may be necessary in the determination of the Company or the Administrative Agent (each in the reasonable exercise of its discretion), whichever of the following is applicable:

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(i)          in the case of a Foreign Holder claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Note Document, two executed original copies of IRS Form W-8BEN (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty, and (y) with respect to any other applicable payments under any Note Document, IRS Form W-8BEN (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)         two executed original copies of IRS Form W-8ECI;

(iii)        in the case of a Foreign Holder claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit C-1 to the effect that such Foreign Holder is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Company within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two executed original copies of IRS Form W-8BEN (or successor form); or

(iv)        to the extent a Foreign Holder is not the beneficial owner, two executed original copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-2 or Exhibit C-3, IRS Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Holder is a partnership and one or more direct or indirect partners of such Foreign Holder are claiming the portfolio interest exemption, such Foreign Holder may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-4 on behalf of each such direct and indirect partner.

Any Foreign Holder shall, to the extent it is legally entitled to do so, deliver to the Company and the Administrative Agent (in such number of copies as shall be reasonably requested by the recipient) (upon the reasonable request of the Company or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Company or the Administrative Agent to determine the withholding or deduction required to be made.

Each Holder required to deliver any forms, certificates or other evidence with respect to U.S. federal income tax withholding matters pursuant to this Section 17.2(e) hereby agrees, from time to time after the initial delivery by such Holder of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate, that such Holder shall promptly upon a reasonable request to deliver to the Company and the Administrative Agent two new original copies of IRS Form W-8BEN, W-8IMY or W-8ECI (or successor form), and as applicable, a U.S. Tax Compliance Certificate properly completed and duly executed by such Holder, and such other documentation required under the Code and reasonably requested by the Company or the Administrative Agent to confirm or establish that such Holder is not subject to deduction or withholding of U.S. federal income Tax with respect to payments to such Holder under the Note Documents or is subject to deduction or withholding at a reduced rate, or notify the Administrative Agent and the Company of its inability to deliver any such forms, certificates or other evidence.

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Nothing in this Section 17.2(e) shall be construed to require a Holder or the Administrative Agent to provide any forms or documentation that it is not legally entitled to provide.

(f)          FATCA. If a payment made to a Holder under any Note Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Holder were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Holder shall deliver to the Company and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Company or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Company or the Administrative Agent as may be necessary for the Company and the Administrative Agent to comply with their obligations under FATCA and to determine that such Holder has complied with such Holder’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

17.3.      Survival. The obligations of the Obligors under this Section 17 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, the resignation or replacement of the Administrative Agent and the termination of this Agreement.

18.         SURVIVAL; REVIVAL; REINSTATEMENT; ENTIRE AGREEMENT.

(a)          All covenants, agreements, representations and warranties made by the Obligors herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Note Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the purchase of the Notes, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Purchaser may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Note or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Section 17 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Notes, or the termination of this Agreement, any other Note Document or any provision hereof or thereof.

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(b)          To the extent that any payments on the Indebtedness are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the Indebtedness so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Holder’s Liens, security interests, rights, powers and remedies under this Agreement and each Note Document shall continue in full force and effect. In such event, each Note Document shall be automatically reinstated and the Obligors shall take such action as may be reasonably requested by any Holder to effect such reinstatement.

(c)          THIS AGREEMENT AND THE OTHER NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

19.         AMENDMENT AND WAIVER.

19.1.      Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Company and the Required Holders, except that (a) no amendment or waiver of any of the provisions of Section 2, 3, 4, 5, 7 or 23 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the Holder of each Note at the time outstanding affected thereby, (i) subject to the provisions of Section 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest on the Notes, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 12(a), 12(b), 13.1, 19, or 21.

19.2.      Solicitation of Holders of Notes.

(a)          Solicitation. The Company will provide to the Administrative Agent on behalf of each Holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Administrative Agent will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 19 to each Holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders of Notes.

(b)          Payment. The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any Holder of Notes as consideration for or as an inducement to the entering into by any Holder of Notes or any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each Holder of Notes then outstanding even if such Holder did not consent to such waiver or amendment.

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19.3.      Binding Effect, etc. Any amendment or waiver consented to as provided in this Section 19 applies equally to all Holders of Notes and is binding upon them and upon each future Holder of any Note and upon the Company without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between any Company, on the one hand, and the Holder of any Note, on the other, nor any delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any Holder of such Note.

20.         REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by the Purchasers at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to each Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process. The Company agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Company or any other Holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

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21.         CONFIDENTIAL INFORMATION.

The Administrative Agent and each of the Holders agree that, without the prior consent of the Company, it will use its best efforts not to disclose any information with respect to the Obligor which is furnished pursuant to this Agreement, any other Note Document or any documents contemplated by or referred to herein or therein and which is designated by the Company to the Administrative Agent and the Holders in writing as confidential or as to which it is otherwise reasonably clear such information is not public, except that any Holder and the Administrative Agent may disclose any such information (a) to its employees, Affiliates, auditors and counsel, advisors or to another Holder, (b) as has become generally available to the public other than by a breach of this Section 21, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Holder or the Administrative Agent or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or the Office of the Comptroller of the Currency, the NAIC, the SVO or similar organizations (whether in the United States or elsewhere) or their successors, (d) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling applicable to such Holder or such Administrative Agent, (e) to any prospective participant or assignee in connection with any contemplated transfer pursuant to Section 25.1; provided that such prospective transferee shall have been made aware of this Section 21 and shall have agreed to be bound by its provisions as if it were a party to this Agreement, (f) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Agreement customarily found in such publications, (g) in connection with any suit, action or proceeding for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies or interests under or in connection with the Note Documents, (h) to a Person that is an investor or prospective investor in a Securitization (as defined below) that agrees that its access to information regarding the Company and the Notes is solely for purposes of evaluating an investment in such Securitization, (i) to a Person that is a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for such Securitization, (j) to a nationally recognized rating agency that requires access to information regarding the Obligors, the Notes and the Note Documents in connection with ratings issued with respect to a Securitization, (k) to any bank, financial institution or other financing source of a Purchaser, (l) to S&P, Moody’s, Fitch and/or any other ratings agency, as such Purchaser reasonably deems necessary or appropriate in connection with such Purchaser’ obtaining financing; (m) to a Purchaser’s or Administrative Agent’s investors or potential investors as such Purchaser or the Administrative Agent reasonably deems necessary or appropriate; or (n) to a Purchaser’s or the Administrative Agent’s creditors or potential creditors as such Purchaser or the Administrative Agent reasonably deems necessary or appropriate. For purposes of this Section, “Securitization” means a public or private offering by a Holder or any of its Affiliates or their respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the Notes or the Note Documents.

22.         NOTICES.

All notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:

(i)          if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or nominee shall have specified to the Company in writing,

(ii)         if to any other Holder of any Note, to such Holder at such address as such other Holder shall have specified to the Company in writing, or

(iii)        if to the Company, to the Company at its address set forth at the beginning hereof to the attention of Victor Perez, Chief Financial Officer, or at such other address as the Company shall have specified to the Holder of each Note in writing. Notices under this Section 22 will be deemed given only when actually received.

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23.         SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that such Purchaser has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement. Upon receipt of such notice, wherever the word “Purchaser” is used in this Agreement (other than in this Section 23), such word shall be deemed to refer to such Affiliate in lieu of such Purchaser. If such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to such Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “Purchaser” is used in this Agreement (other than in this Section 23), such word shall no longer be deemed to refer to such Affiliate, but shall refer to such Purchaser, and such Purchaser shall have all the rights of an original Holder of the Notes under this Agreement.

24.         ADMINISTRATIVE AGENT.

24.1.      Appointment; Powers. Each of the Purchasers hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and of the Security Instruments and the other Note Documents, together with such actions and powers as are reasonably incidental thereto.

24.2.      Duties and Obligations of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Note Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, and (c) except as expressly set forth in the Note Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor or any Subsidiary that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Company or a Holder, and shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Note Document, (ii) the contents of any certificate, report or other document delivered hereunder or under any other Note Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Note Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Note Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Section 5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Company and the Subsidiaries or any other obligor or guarantor, or (vii) any failure by the Company or any other Person (other than itself) to perform any of its obligations hereunder or under any other Note Document or the performance or observance of any covenants, agreements or other terms or conditions set forth herein or therein.

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24.3.      Action by Administrative Agent. The Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise in writing as directed by the Required Holders and in all cases the Administrative Agent shall be fully justified in failing or refusing to act hereunder or under any other Note Documents unless it shall (a) receive written instructions from the Required Holders or the Holders, as applicable, specifying the action to be taken and (b) be indemnified to its satisfaction by the Holders against any and all liability and expenses which may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent shall be binding on all of the Holders. If a Default has occurred and is continuing, then the Administrative Agent shall take such action with respect to such Default as shall be directed by the requisite Holders in the written instructions (with indemnities) described in this Section 24.3; provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Holders. In no event, however, shall the Administrative Agent be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to this Agreement, the Note Documents or applicable law. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Holders or the Holders, and otherwise the Administrative Agent shall not be liable for any action taken or not taken by it hereunder or under any other Note Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross negligence or willful misconduct.

24.4.      Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Company and each Purchaser hereby waives the right to dispute the Administrative Agent’s record of such statement, except in the case of gross negligence or willful misconduct by the Administrative Agent. The Administrative Agent may consult with legal counsel (who may be counsel for the Company), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

24.5.      Subagents. The Administrative Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding Sections of this Section 24 shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

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24.6.      Resignation or Removal of Administrative Agent. Subject to the appointment and acceptance of a successor Administrative Agent as provided in this Section 24.6, the Administrative Agent may resign at any time by notifying the Holders and the Company, and the Administrative Agent may be removed at any time with or without cause by the Required Holders. Upon any such resignation or removal, the Required Holders shall have the right to appoint a successor Administrative Agent; provided that, so long as no Default or Event of Default then exists and is continuing, the Company shall have the right to approve such successor Administrative Agent, which approval shall not be unreasonably withheld or delayed. If no successor shall have been so appointed by the Required Holders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Holders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Agent shall be discharged from its duties and obligations hereunder. The Administrative Agent shall not be paid any fees for its services as Administrative Agent. After the Administrative Agent’s resignation hereunder, the provisions of this Section 24 and Section 17 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

24.7.      Administrative Agent as a Holder. Each Person serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Holder as any other Holder and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Company or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

24.8.      No Reliance. Each Holder acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Holder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Note Document to which it is a party. Each Holder also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Holder and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Note Document, any related agreement or any document furnished hereunder or thereunder. The Administrative Agent shall not be required to keep itself informed as to the performance or observance by any Obligor or any Subsidiary of this Agreement, the Note Documents or any other document referred to or provided for herein or to inspect the Properties or books of the any Obligor or any Subsidiary. Except for notices, reports and other documents and information expressly required to be furnished to the Holders by the Administrative Agent under the Note Documents, the Administrative Agent shall not have any duty or responsibility to provide any Holder with any credit or other information concerning the affairs, financial condition or business of the Company (or any of its Affiliates) which may come into the possession of the Administrative Agent or any of its Affiliates.

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25.         MISCELLANEOUS.

25.1.      Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent Holder of a Note) whether so expressed or not. Without limitation of the foregoing, any Holder may, without the consent of any Obligor, assign or transfer its Notes (or any interest therein, including participations) to any other Person, except, under no circumstances may any Holder assign or transfer its Notes to any Credit Party, any holder of Equity Interests of any Credit Party or any holder of Debt (other than Indebtedness incurred hereunder) of any Credit Party, provided that such limitation shall not apply to any Affiliate of Stellus Capital Management, LLC. Notwithstanding the foregoing, none of the Obligors may assign or transfer any of its rights or obligations under this Agreement or the other Note Documents without the prior written consent of the Administrative Agent. Nothing herein shall prohibit any Holder from pledging or assigning any of its rights under the Note Documents (including, without limitation, any right to payment of principal and interest under any Note) to any Person or to require notice thereof from any Holder. The Obligor agrees that each participant shall be entitled to the benefits of Section 17.2 (subject to the requirements and limitations therein, including the requirements under Section 17.2(e) (it being understood that the documentation required under Section 17.2(e) shall be delivered to the participating Holder)) to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to this Section 25.1; provided that such participant agrees that it shall not be entitled to receive any greater payment under Section 25.1, with respect to any participation, than its participating Holder would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation. Each Holder that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Obligor, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Notes or other obligations under the Note Documents (the “Participant Register”); provided, that no Holder shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any Note or its other obligations under any Note Document) to any Person extent to the extent that such disclosure is necessary to establish that such Note or other obligation is in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Holder shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

25.2.      Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding (but without limiting the requirement in Section 7.2 that the notice of any optional prepayment specify a Business Day as the date fixed for such prepayment), any payment of principal of or interest on any Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; provided that if the maturity date of any Note is a date other than a Business Day, the payment otherwise due on such maturity date shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

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25.3.      Severability. Any provision of this Agreement that 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 (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

25.4.      Construction. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

25.5.      Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

25.6.      USA Patriot Act Notice. Each Purchaser hereby notifies the Company that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record information that identifies the Company, which information includes the name and address of the Company and other information that will allow such Purchaser to identify the Company in accordance with the USA Patriot Act.

25.7.      Interest Rate Limitation. It is the intention of the parties hereto that each Holder shall conform strictly to usury laws applicable to it. Accordingly, if the transactions contemplated hereby would be usurious as to any Holder under laws applicable to it (including the laws of the United States of America or any other jurisdiction whose laws may be mandatorily applicable to such Holder notwithstanding the other provisions of this Agreement), then, in that event, notwithstanding anything to the contrary in any of the Note Documents or any agreement entered into in connection with or as security for the Notes, it is agreed as follows: (a) the aggregate of all consideration which constitutes interest under law applicable to any Holder that is contracted for, taken, reserved, charged or received by such Holder under any of the Note Documents or agreements or otherwise in connection with the Notes shall under no circumstances exceed the maximum amount allowed by such applicable law, and any excess shall be canceled automatically and if theretofore paid shall be credited by such Holder on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Holder to the Company); and (b) in the event that the maturity of the Notes is accelerated by reason of an election of the holder thereof resulting from any Event of Default under this Agreement or otherwise, or in the event of any required or permitted prepayment, then such consideration that constitutes interest under law applicable to any Holder may never include more than the maximum amount allowed by such applicable law, and excess interest, if any, provided for in this Agreement or otherwise shall be canceled automatically by such Holder as of the date of such acceleration or prepayment and, if theretofore paid, shall be credited by such Holder on the principal amount of the Indebtedness (or, to the extent that the principal amount of the Indebtedness shall have been or would thereby be paid in full, refunded by such Holder to the Company). All sums paid or agreed to be paid to any Holder for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by law applicable to such Holder, be amortized, prorated, allocated and spread throughout the stated term of the loans evidenced by the Notes until payment in full so that the rate or amount of interest on account of any loans hereunder does not exceed the maximum amount allowed by such applicable law. If at any time and from time to time (x) the amount of interest payable to any Holder on any date shall be computed at the Highest Lawful Rate applicable to such Holder pursuant to this Section 25.7 and (y) in respect of any subsequent interest computation period the amount of interest otherwise payable to such Holder would be less than the amount of interest payable to such Holder computed at the Highest Lawful Rate applicable to such Holder, then the amount of interest payable to such Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate applicable to such Holder until the total amount of interest payable to such Holder shall equal the total amount of interest which would have been payable to such Holder if the total amount of interest had been computed without giving effect to this Section 25.7.

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25.8.      Security of Swap Agreements. The Company agrees that the Security Instruments shall secure payment under the Swap Agreements, as provided for in each Swap Intercreditor Agreement.

25.9.      GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS.

(a)          THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY HOLDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH HOLDER IS LOCATED.

(b)          ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THE NOTE DOCUMENTS SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS EXCLUSIVE AND PRECLUDES A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION.

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(c)          THE COMPANY HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS AND HEREBY CONFERS AN IRREVOCABLE SPECIAL POWER, AMPLE AND SUFFICIENT, TO CT CORPORATION, WITH OFFICES ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011 AS ITS DESIGNEE, APPOINTEE AND AGENT WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING IN NEW YORK TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS WHICH MAY BE SERVED IN ANY SUCH PROCEEDING AND AGREES THAT THE FAILURE OF SUCH AGENT TO GIVE ANY ADVICE OF ANY SUCH SERVICE OF PROCESS TO THE COMPANY SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY CLAIM BASED THEREON. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT AS SUCH, THE COMPANY AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY REASONABLY SATISFACTORY TO THE REQUIRED HOLDERS ON THE TERMS AND FOR THE PURPOSES OF THIS PROVISION. EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 22 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO SECTION 22, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION.

(d)          EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE NOTE DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 25.9.

[Signature Pages Follow]

69

As to each Purchaser, if such Purchaser is in agreement with the foregoing, such Purchaser will sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between such Purchaser and the Company.

Very truly yours,

Glori Energy Production Inc.

By

Name:  [     ]

Title:    [     ]

The foregoing is hereby

agreed to as of the

date thereof:

ADMINISTRATIVE AGENT:	[               ]
	By
	Name:  [             ]
	Title:  Authorized Signatory
PURCHASERS:	[                ]
	By
	Name:  [             ]
	Title:  Authorized Signatory

Signature Page to Note Purchase Agreement

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

Name and Address of Purchaser	Commitment for Principal Amount of Notes to be Purchased
Stellus Capital Investment Corporation	$	3,000,000.00
Stellus Credit VCOC Fund I, LLC	$	3,968,595.03
Stellus Credit Master Fund I, LLC	$	11,031,404.97

(1)	All payments by wire transfer of immediately available funds to the Administrative Agent at: State Street Bank and Trust ABA 011000028 Credit: Stellus Capital Investment Corporation Account #10257988 FFC: SCXK Ref: Glori Attn: Bill Reilly
	with sufficient information to identify the source and application of such funds.
(2)	All notices of payments and written confirmations of such wire transfers: c/o Stellus Capital Management, LLC 4400 Post Oak Parkway, Suite 2200 Houston, Texas 77027 Attention: Debbie Blank Fax: 713-292-5454 Email address: dblank@stelluscapital.com
(3)	All other communications:   c/o Stellus Capital Management, LLC 4400 Post Oak Parkway, Suite 2200 Houston, Texas 77027 Attention: Gavin Roseman Fax: 713-292-5471 Email address: groseman@stelluscapital.com
	With a copy to:   Vinson & Elkins, LLP 1001 Fannin Street, Suite 2500 Houston, Texas 77002 Attention: Brian Moss Email address: bmoss@velaw.com

Schedule A to Note Purchase Agreement

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acquisition” means the acquisition by the Company of the “Properties” as such term is defined in the Acquisition Agreement.

“Acquisition Agreement” means that certain Purchase and Sale Agreement, dated as of February 3, 2014, by and between Petro-Hunt, L.L.C., a Texas limited liability company, as Seller, and Glori Holdings Inc., a Delaware corporation, as Purchaser, evidencing the purchase and sale of certain Oil and Gas Properties, and other related Properties, by Glori Holdings Inc., and any ancillary documents executed therewith, as amended by that certain First Amendment to Purchase and Sale Agreement, dated as of February 26, 2104, and that certain Second Amendment to Purchase and Sale Agreement, dated as of March 14, 2014, substituting the Company as the Purchaser.

“Administrative Agent” is defined in the initial paragraph of the Agreement.

“Advance Request” means any advance request substantially in the form of Exhibit B-1 hereto, duly completed and properly executed by a Responsible Officer and dated as of the relevant Closing Date.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agreement” means this Note Purchase Agreement executed by and among the Company and each Purchaser, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.

“Approved Budget” is defined in Section 10.1(q).

“Approved Petroleum Engineers” means (a) William M. Cobb & Associates, Inc. and (b) any other independent petroleum engineers reasonably acceptable to the Administrative Agent.

“Asset Disposition” one or more sales, assignments, farm-outs, conveyances, or transfers of Property other than pursuant to Sections 11.13 (a), (b), (c) and (e) hereof.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Benefit Plan” is defined in Section 9(a).

Schedule B to Note Purchase Agreement – Page 1

SCHEDULE B

“Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor Governmental Authority.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or Houston, Texas are required or authorized to be closed.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed.

“Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder.

“Cash” means money, currency or a credit balance in any demand or deposit account.

“Cash Equivalents” means, as at any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (d) certificates of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any Holder or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has at least ninety-five percent (95%) of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or Moody’s.

“Cash Receipts” means all Cash or Cash Equivalents received by or on behalf of any Obligor with respect to the following: (a) sales of Hydrocarbons from Oil and Gas Properties, (b) Cash representing operating revenue earned or to be earned, (c) any proceeds from Swap Agreements, (d) royalty payments, and (e) any other Cash or Cash Equivalents received by or on behalf of the Company or its Subsidiaries; provided that (i) Notes or the proceeds of Notes, (ii) Cash or Cash Equivalents belonging to or received for the credit of third parties, such as royalty, working interest or other interest owners, that are received for transfer or payment to such third parties, (iii) Cash or Cash Equivalents received from other working interest owners of the Oil and Gas Properties operated by the Company or its Subsidiaries that represent reimbursements or advance payments of joint interest billings to such other working interest owners and (iv) Net Cash Proceeds in each case not in the ordinary course of business shall not constitute “Cash Receipts”.

Schedule B to Note Purchase Agreement – Page 2

SCHEDULE B

“Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Obligor or any Subsidiary having a fair market value in excess of $50,000.

“CERCLA” has the meaning assigned such term in the definition of “Environmental Laws”.

“Change of Control” means:

(a)          with respect to the Company, (i) prior to the date of the Merger, the Parent ceases to own, directly or indirectly, 100% of the Equity Interests in the Company and (ii) following the date of the Merger, the Post-Merger Parent ceases to own, directly or indirectly, 100% of the Equity Interests in the Company, or

(b)          (i) with respect to the Parent prior to the date of the Merger (A) any Person or group of Persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934), other than the holders of the Equity Interests of the Parent on the Closing Date and the Post-Merger Parent, shall acquire, directly or indirectly, more than 30% of the outstanding Equity Interests of the Parent, (B) a majority of the seats on the board of directors (or other applicable governing body) of the Parent shall be occupied by Persons who were not nominated by the Parent, by a majority of the board of directors (or other applicable governing body) of the Parent or by Persons so nominated or (C) Stewart Page, Victor Perez, or Tom Holland shall cease to serve as officers of the Parent, unless such Person is replaced by an officer approved by the Administrative Agent within 90 days of such Person’s resignation or removal; and (ii) with respect to the Post-Merger Parent following the date of the Merger (A) any Person or group of Persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934), other than the holders of the Equity Interests of the Post-Merger Parent on the date of the Merger, shall acquire, directly or indirectly, more than 30% of the outstanding Equity Interests of the Post-Merger Parent, (B) a majority of the seats on the board of directors (or other applicable governing body) of the Post-Merger Parent shall be occupied by Persons who were not nominated by the Post-Merger Parent, by a majority of the board of directors (or other applicable governing body) of the Post-Merger Parent or by Persons so nominated or (C) Stewart Page or Victor Perez shall cease to serve as officers of the Post-Merger Parent, unless such Person is replaced by an officer approved by the Administrative Agent within 90 days of such Person’s resignation or removal.

“Closing Date” is defined in Section 4.

“Closing” is defined in Section 4(a).

“Code” means the Internal Revenue Code of 1986, as amended from time to time (except as otherwise provided herein) or any successor statute.

Schedule B to Note Purchase Agreement – Page 3

SCHEDULE B

“Collateral” means all Property (including all Oil and Gas Properties) of any Obligor or any other Person that serves as collateral or security for the Indebtedness pursuant to the Security Instruments or otherwise and shall include, without limitation, all machinery and equipment, including all machines, tooling, hardware, designs, software, or other licensing agreements, all intellectual property, all accounts, inventory, contracts, permits, Equity Interests in the Company, any other Obligor or any other Person and all other types of Property that may be subjected to a Lien as provided in such Security Instrument.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute, and any regulations promulgated thereunder.

“Company” is defined in the initial paragraph of the Agreement.

“Consolidated EBITDA” means, for any applicable period of computation, (a) Consolidated Net Income for such period plus (b) the sum of the following to the extent deducted in calculating Consolidated Net Income: (i) Consolidated Interest Expense for such period, (ii) the provision for Federal, state, local and foreign income taxes payable by the Company and its Consolidated Subsidiaries for such period, (iii) depreciation, depletion and amortization expense for such period, (iv) all non-cash compensation charges related to FASB Accounting Standards Codification 718 for such period, and (v) other non recurring expenses of the Company and its Consolidated Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period (acceptable to the Administrative Agent in its sole discretion) minus (c) the following to the extent included in calculating such Consolidated Net Income: (i) Federal, state, local and foreign income tax credits of the Company and its Consolidated Subsidiaries for such period and (ii) all non-recurring items increasing Consolidated Net Income for such period (acceptable to the Administrative Agent in its sole discretion).

“Consolidated Interest Expense” means, for any applicable period of computation, all interest expense (excluding amortization of debt discount and premium, but including the interest component under Capital Leases) for such period of the Company and its Consolidated Subsidiaries on a consolidated basis.

“Consolidated Net Cash Flow” means the difference, without duplication, of:

(a)          all Cash Receipts of the Obligors during any fiscal quarter, less

(b)          actual consolidated Cash payments by the Obligors during such fiscal quarter for the following, without duplication:

(i)          LOE;

(ii)         existing royalties and net profits interests and other burdens on the Oil and Gas Properties of the Obligors payable to any non-Affiliate of a the Company, if any (to the extent and only to the extent production receipts relating to the same are included in gross Cash Receipts in clause (a) above);

Schedule B to Note Purchase Agreement – Page 4

SCHEDULE B

(iii)        the ad valorem, severance and production taxes in respect of the Oil and Gas Properties of the Obligors;

(iv)        interest paid in Cash on the Notes and payments under Swap Agreements to the extent such Swap Agreements are permitted hereby;

(v)         general and administrative costs, in an aggregate amount not to exceed the amount of general and administrative costs permitted by Section 11.23; and

(vi)        from the Closing Date until March 31, 2015, Capital Expenditures in respect of the Company’s pilot AERO program, not to exceed $1,400,000 in such 12 month period.

provided that amounts representing payment by an Obligor attributable to the joint interest billings described in clause (e)(iii) of the definition of “Cash Receipts” shall not be deducted pursuant to clause (b) hereof.

“Consolidated Net Income” means, for any applicable period of computation, the net income (excluding extraordinary losses and gains) of the Company and its Consolidated Subsidiaries calculated in accordance with GAAP on a consolidated basis for such period.

“Consolidated Subsidiaries” means each Subsidiary of the Obligors (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Obligors in accordance with GAAP.

“Consolidated Total Debt” means, at any date of determination, all Debt of the Company and its Consolidated Subsidiaries on a consolidated basis (including the Notes), excluding (a) non-cash obligations under FASB Accounting Standards Codification 815 and (b) accounts payable and other accrued liabilities (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP.

“Consolidated Working Capital Ratio” means, as of any date of determination, the quotient of the consolidated current assets of the Company and its Consolidated Subsidiaries, at such time, to the consolidated current liabilities of the Company and its Consolidated Subsidiaries at such time less the current portion of long-term debt, all as determined in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For the purposes of this definition, and without limiting the generality of the foregoing, any Person that owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person (other than as a limited partner of such other Person) will be deemed to “control” such other Person. “Controlling” and “Controlled” have meanings correlative thereto.

Schedule B to Note Purchase Agreement – Page 5

SCHEDULE B

“Credit Parties” means the Parent, Holdings, the Company, the Subsidiaries of the Company and, following the date of the Merger, the Post-Merger Parent, each individually a “Credit Party”.

“Debt” means, for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable and all accrued expenses, liabilities or other obligations of such Person except those incurred in the ordinary course of business and which are not more than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP to pay the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others; (i) Swap Agreements and obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business; (j) obligations to pay for goods or services even if such goods or services are not actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock; and (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or indirectly received payment. The Debt of any Person shall include all obligations of such Person of the character described above (other than accounts payable and all accrued expenses, liabilities or other obligations incurred in the ordinary course of business and which are not more than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” is defined in Section 7.9.

“Deposit Account Control Agreement” means a Deposit Account Control Agreement, by and between the Company, as Debtor, the Administrative Agent and a JP Morgan Chase Bank, N.A.

Schedule B to Note Purchase Agreement – Page 6

SCHEDULE B

“Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Final Maturity Date and (b) the date on which there are no obligations outstanding hereunder.

“dollars” or “$” refers to the lawful currency of the United States of America.

“Engineering Report” is defined in Section 7.10(b)(i).

“Environmental Laws” means any and all Governmental Requirements pertaining in any way to health, safety, the environment or the preservation or reclamation of natural resources, in effect in any and all jurisdictions in which any Obligor or any Subsidiary is conducting or at any time has conducted business, or where any Property of any Obligor or any Subsidiary is located, including without limitation, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 (“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, and other environmental conservation or protection Governmental Requirements. The term “oil” shall have the meaning specified in OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA, the terms “solid waste” and “disposal” (or “disposed”) have the meanings specified in RCRA and the term “oil and gas waste” shall have the meaning specified in Section 91.1011 of the Texas Natural Resources Code (“Section 91.1011”); provided, however, that (a) in the event either OPA, CERCLA, RCRA or Section 91.1011 is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such amendment and (b) to the extent the laws of the state or other jurisdiction in which any Property of any Obligor or any Subsidiary is located establish a meaning for “oil,” “hazardous substance,” “release,” “solid waste,” “disposal” or “oil and gas waste” which is broader than that specified in either OPA, CERCLA, RCRA or Section 91.1011, such broader meaning shall apply.

“Environmental Review” is defined in Section 10.11(d).

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in the specified Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest.

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

Schedule B to Note Purchase Agreement – Page 7

SCHEDULE B

“ERISA Affiliate” means each trade or business (whether or not incorporated) which together with an Obligor or a Subsidiary would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code.

“ERISA Event” means (a) any “reportable event,” as defined in section 4043(c) of ERISA or the regulations issued thereunder, with respect to a Plan subject to Title IV of ERISA (other than an event for which the 30-day notice period is waived); (b) the failure of a Plan to meet the minimum funding standards under section 412 of the Code or section 302 of ERISA (determined without regard to any waiver of the funding provisions therein or in section 430 of the Code or section 303 of ERISA); (c) the filing pursuant to section 412 of the Code or section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the failure of a Plan to satisfy the requirements of section 401(a)(29) of the Code, section 436 of the Code or section 206(g) of ERISA; (e) the incurrence by an Obligor, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan (including any liability in connection with the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under section 4041 of ERISA); (f) the receipt by an Obligor, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan or the occurrence of any other event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (g) the incurrence by an Obligor, a Subsidiary or any ERISA Affiliate of any liability under section 4062(e) of ERISA or with respect to the withdrawal or partial withdrawal from any Plan (including as a “substantial employer,” as defined in section 4001(a)(2) of ERISA) or Multiemployer Plan (including the incurrence by an Obligor, a Subsidiary or any ERISA Affiliate of any withdrawal liability); (h) the occurrence of an act or omission which could give rise to the imposition on an Obligor, a Subsidiary or any ERISA Affiliate of fines, penalties, taxes or related charges or liabilities under Chapter 43 of the Code or under section 409, section 502, or section 4071 of ERISA in respect of any employee benefit plan (within the meaning of section 3(3) of ERISA); or (i) the receipt by an Obligor, a Subsidiary or any ERISA Affiliate of any notice concerning the imposition of a withdrawal liability or a determination that a Multiemployer Plan is, or is expected to be, in endangered or critical status, within the meaning of section 305 of ERISA, or insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Event of Default” is defined in Section 12.

Schedule B to Note Purchase Agreement – Page 8

SCHEDULE B

“Excepted Liens” means: (a) Liens for Taxes, assessments or other governmental charges or levies which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (b) Liens in connection with workers’ compensation, unemployment insurance or other social security, old age pension or public liability obligations which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) statutory landlord’s liens, operators’, vendors’, carriers’, warehousemen’s, repairmen’s, mechanics’, suppliers’, workers’, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and maintenance of Oil and Gas Properties each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (d) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements, division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by any Obligor or any Subsidiary or materially impair the value of such Property subject thereto; (e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution; provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by any Obligor or any Subsidiary to provide collateral to the depository institution; (f) easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations in any Property of any Obligor or any Subsidiary for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, that do not secure any monetary obligations and which in the aggregate do not materially impair the use of such Property for the purposes of which such Property is held by any Obligor or any Subsidiary or materially impair the value of such Property subject thereto; (g) Liens on cash or securities pledged to secure performance of tenders, surety and appeal bonds, government contracts, performance and return of money bonds, bids, trade contracts, leases, statutory obligations, regulatory obligations and other obligations of a like nature incurred in the ordinary course of business and (h) judgment and attachment Liens not giving rise to an Event of Default; provided that any appropriate legal proceedings which may have been duly initiated for the review of such judgment shall not have been finally terminated or the period within which such proceeding may be initiated shall not have expired and no action to enforce such Lien has been commenced; provided, further that Liens described in clauses (a) through (e) shall remain “Excepted Liens” only for so long as no action to enforce such Lien has been commenced.

“Excluded Taxes” is defined in Section 17.2(b).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury Regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b) of the Code.

Schedule B to Note Purchase Agreement – Page 9

SCHEDULE B

“Final Maturity Date” means the earlier of (a) March 14, 2017, or (b) the date on which the aggregate outstanding principal balance of the Notes becomes due and payable in accordance with the provisions hereof.

“Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references herein to a Financial Officer means a Financial Officer of the Company.

“Financial Statements” means the financial statement or statements of each of the Company and its Consolidated Subsidiaries referred to in Section 10.1.

“Foreign Holder” means any Holder that is not a U.S. Person.

“GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time subject to the terms and conditions set forth in Section 1(b).

“General Parameters” is defined in Section 7.10(d).

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government over any Obligor, any Subsidiary, any of their Properties, or any Purchaser.

“Governmental Requirement” means any law, statute, code, ordinance, order, determination, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy regulations and occupational, safety and health standards or controls, of any Governmental Authority.

“Guarantied Obligations” means the collective reference to the payment and performance of all Indebtedness and all obligations of the Obligors and the Subsidiaries under the Note Documents, including, without limitation, the unpaid principal of and interest on the Notes and all other obligations and liabilities of the Obligors and the Subsidiaries (including, without limitation, interest accruing at the then applicable rate provided in this Agreement after the maturity of the Notes and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to any Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Holders, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Note Documents, whether on account of principal, interest, reimbursement obligations, payments in respect of an early termination date, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Holders that are required to be paid by the Obligors pursuant to the terms of any Note Documents).

Schedule B to Note Purchase Agreement – Page 10

SCHEDULE B

“Guarantors” means each Subsidiary that guarantees the Indebtedness pursuant to Section 14 and any Person inserted as a subsidiary to Holdings to act as a holding company for the Company formed hereafter with the consent of Required Holders.

“Highest Lawful Rate” means, with respect to each Holder, the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Indebtedness under laws applicable to such Holder which are presently in effect (including the SBA Regulations) or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws allow as of the date hereof.

“Holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Company pursuant to Section 15.1.

“Holdings” means Glori Holdings, Inc., a Delaware corporation.

“Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired directly or indirectly through ownership in other entities or otherwise in and to oil and gas leases, oil, gas and mineral leases, or other liquid or gaseous Hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual interests of whatever nature.

“Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom.

“Indebtedness” means any and all amounts owing or to be owing by any Obligor, any Subsidiary or any Guarantor (whether direct or indirect, including those acquired by assumption, absolute or contingent, due or to become due, now existing or hereafter arising) to any Holder under any Note Document and all renewals, extensions and/or rearrangements thereof.

“Indemnitee” is defined in Section 17.1(b).

“Index Debt” means senior, unsecured, long-term indebtedness for borrowed money of any Obligor that is not guaranteed by any other Person (other than a Guarantor) or subject to any other credit enhancement.

“Institutional Investor” means (a) any Purchaser of a Note, (b) any Holder of a Note holding (together with one or more of its affiliates) more than 10% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any Holder of any Note.

“Interest Payment Date” means the first Business Day of each fiscal quarter, commencing the first such day after the Closing.

“Interim Redetermination” is defined in Section 7.10(a).

Schedule B to Note Purchase Agreement – Page 11

SCHEDULE B

“Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person entering into such short sale); (b) the making of any deposit with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory or supplies sold by such Person in the ordinary course of business); (c) the purchase or acquisition (in one or a series of transactions) of Property of another Person that constitutes a business unit or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person.

“LIBO Rate” means the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the first calendar day of each month, as the rate for dollar deposits with a maturity of one month; provided that “LIBO Rate” for the time period between the Closing Date and the first day of the next succeeding calendar month shall be such rate as shall be in effect at approximately 11:00 a.m., London time, two Business Days prior to the Closing Date. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” shall be determined in good faith by the Administrative Agent.

“Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes, permits, conditions, covenants, exceptions or reservations. For the purposes of this Agreement, the Obligors and the Subsidiaries shall be deemed to be the owner of any Property which they have acquired or hold subject to a conditional sale agreement, or leases under a financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person in a transaction intended to create a financing.

“LOE” means (a) leasehold operating expenses in the ordinary course of business and consistent with past practices, industry standards and applicable law and (b) other field level or lease level charges for operations in each case with respect to the Oil and Gas Properties of the Obligors (excluding Capital Expenditures and general and administrative Costs).

Schedule B to Note Purchase Agreement – Page 12

SCHEDULE B

“Material Adverse Effect” means a material adverse change in, or material adverse effect on (a) the business, operations, Property, liabilities , condition (financial or otherwise) of (i) the Company and its Subsidiaries taken as a whole (as opposed to changes in the economy generally that are not specific to the Company or the Subsidiaries), (b) the ability of any Obligor, any Subsidiary, or any Guarantor to perform any of its obligations under any Note Document to which it is a party, (c) the validity or enforceability of any Note Document or (d) the rights and remedies of or benefits available to any Purchaser under any Note Document.

“Material Contracts” means those contracts and agreements listed on Schedule 8.23 hereto (which shall not include oil and gas lease agreements) which individually are material to the business of the Company and its Subsidiaries taken as a whole.

“Material Indebtedness” means Debt (other than the Indebtedness), or obligations in respect of one or more Swap Agreements, of (i) any one or more of the Obligors or Holdings in an aggregate principal amount exceeding $100,000, (ii) the Parent or the Post-Merger Parent in an aggregate principal amount exceeding $2,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Credit Party in respect of any Swap Agreement at any time shall be the Swap Termination Value.

“Merger” means the business combination or consolidation of Infinity Cross Border Acquisition Corporation, a British Virgin Islands company, with and into the Post-Merger Parent, pursuant to the terms and subject to the conditions of the Merger Agreement.

“Merger Agreement” means that certain Merger and Share Exchange Agreement, dated as of January 8, 2014, as amended by that certain First Amendment, dated as of February 20, 2014, as further amended, supplemented, or modified, by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands company, as the Parent, the Post-Merger Parent, 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 the Parent, as the Company.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized rating agency.

“Mortgaged Property” means any Oil and Gas Property owned by the Company or any Guarantor which is subject to the Liens existing or to exist under the terms of the Security Instruments, including, without limitation, the Oil and Gas Properties listed on Schedule C to be owned by the Company and subject to a Lien in favor of the Administrative Agent for the benefit of the Holders as of the Closing Date.

“Multiemployer Plan” means a Plan which is a multiemployer plan as defined in section 3(37) or 4001(a)(3) of ERISA.

“NAIC” means the National Association of Insurance Commissioners or any successor thereto.

Schedule B to Note Purchase Agreement – Page 13

SCHEDULE B

“Net Cash Proceeds” means (a) in connection with any receipt (herein referred to as a “Receipt”) of cash and cash equivalents not in the ordinary course of the business of the Obligors, the proceeds thereof in the form of cash and cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Receipt, net of attorneys' fees, accountants' fees, investment banking fees and insurance consultant fees, amounts required to be applied to the repayment of Indebtedness secured by a Lien permitted hereunder on any asset which is the subject of such Asset Disposition or Recovery Event and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof within two years of the date of the relevant Receipt as a result of any gain recognized in connection therewith (after taking into account any applicable tax credits or deductions and any tax sharing arrangements) and (b) in connection with any Receipt relating to the issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds or cash equivalents received from such issuance or incurrence, net of attorneys' fees, investment banking fees, brokerage, finder's or similar fees, accountants' fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“New Mountain” is defined in Section 10.24.

“New Mountain Claims” means any demand, claim, action, investigation, assertion of liability, legal proceeding (whether at law or in equity) or arbitration arising out of or related to any agreement, arrangement, term sheet (including but not limited to the “Up to $25,000,000 Senior Secured Term Loan Summary of Indicative Terms and Conditions” dated February 26, 2014), understanding or proposal by New Mountain to provide financing to the Parent or any of its Affiliates.

“New RAPV Notice” is defined in Section 7.10(c).

“Note Documents” means this Agreement, the Notes, and the Security Instruments.

“Notes” is defined in Section 2.

“Notice of Termination of Operating Agreement” means a notice of termination substantially in the form of Exhibit 5.21 attached hereto.

“Obligors” means, collectively, the Company and each Guarantor.

“Obligor Claims” means all debts and obligations of any Obligor to any other Obligor, whether such debts and obligations now exist or are hereafter incurred or arise, or whether the obligation of the debtor thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or obligations be evidenced by note, contract, open account, or otherwise, and irrespective of the Person or Persons in whose favor such debts or obligations may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by.

Schedule B to Note Purchase Agreement – Page 14

SCHEDULE B

“Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests; (f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property (excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing.

“OPA” has the meaning assigned such term in the definition of “Environmental Laws”.

“Operating Agreement” means that certain Operating Agreement, dated as of March 14, 2014, between Holdings, as operator, and the Company.

“Organizational Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” means any and all present or future stamp, registration, recording, filing, transfer, court or documentary, intangible, excise or Property or similar Taxes, fees, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, registration or otherwise with respect to, this Agreement and any other Note Document.

“Parent” means Glori Energy Inc., a Delaware corporation, and any successor thereto.

“Parent Equity Raise” means a sale and issuance of the Parent’s equity securities.

Schedule B to Note Purchase Agreement – Page 15

SCHEDULE B

“Participant Register” is defined in Section 25.1.

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“Permitted Equity Raise” means contributions in respect of the Equity Interests of the Company held by Holdings, proceeds of which are used solely (i) to fund Capital Expenditures in respect of the Company’s full field AERO program and approved by the Administrative Agent or (ii) as otherwise approved by the Administrative Agent.

“Permitted Operator Payments” means payments (including reimbursements) made by the Company to Holdings pursuant to the Operating Agreement, as in effect on the Closing Date, in Holdings’ capacity as operator of the Company’s Oil and Gas Properties, but only for so long as Holdings’ is the operator, in respect of (a) actual, direct lease operating expenses incurred in connection with the operation of the Company’s Oil and Gas Properties in accordance with an industry standard joint operating agreement (including amounts paid or payable under the Company’s leases) and as set forth in the lease operating statement delivered pursuant to Section 10.01(o), and (b) general and administrative expenses allowed under Section 11.23, provided that such payments shall equal $81,250 in the aggregate for any calendar quarter during the period commencing on the Closing Date and ending on March 31, 2015, which amount may increase 3% per annum each year thereafter, unless any greater amount is approved by the Required Holders.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a) is currently or hereafter sponsored, maintained or contributed to by an Obligor, a Subsidiary or an ERISA Affiliate or (b) was at any time during the preceding six years, sponsored, maintained or contributed to by an Obligor, a Subsidiary or an ERISA Affiliate.

“Pledgor” means, initially, Holdings, and shall include any Person who grants a security interest in favor of the Administrative Agent pursuant to that certain Pledge and Security Agreement dated as of even date hereof.

“Post-Merger Parent” means Glori Acquisition Inc., a Delaware corporation, and any successor thereto.

“Pre-Default Interest Rate” means a varying per annum interest rate (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (a) the LIBO Rate, which shall in no event be less than one percent (1%) per annum, plus (b) 1000 basis points. Any change in the Pre-Default Interest Rate due to a change in the LIBO Rate shall be effective from and including the first day of each month.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights.

“Proposed RAPV Notice” is defined in Section 7.10(b)(ii).

Schedule B to Note Purchase Agreement – Page 16

SCHEDULE B

“Proposed Risk Adjusted Present Value” is defined in Section 7.10(b) (i).

“Proved Developed Non-Producing Reserves” has the meaning assigned such term in the SPE Definitions.

“Proved Developed Producing Reserves” has the meaning assigned such term in the SPE Definitions.

“Proved Reserves” has the meaning assigned such term in the SPE Definitions.

“Proved Undeveloped Reserves” has the meaning assigned such term in the SPE Definitions.

“Purchase Money Liens” means Liens securing purchase money Debt or Capital Leases limited to the Property acquired or leased pursuant to such Debt or Capital Lease and the Lien and the Debt secured thereby are incurred prior to or within 90 days after such acquisition.

“Purchaser” and “Purchasers” are defined in the initial paragraph of the Agreement.

“Qualified ECP Guarantor” means, in respect of any Swap Agreement, each Obligor that (a) has total assets exceeding $10,000,000 at the time any guaranty of obligations under such Swap Agreement or grant of the relevant security interest becomes effective or (b) otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“RCRA” has the meaning assigned such term in the definition of “Environmental Laws”.

“Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim (excluding any claim in respect of business interruption) or any condemnation proceeding relating to any asset of any Obligor or any Subsidiary.

“Redemption” means with respect to any Debt, the repurchase, redemption, prepayment, repayment, or defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of such Debt. “Redeem” has the correlative meaning thereto.

“Redetermination” means a Scheduled Redetermination or an Interim Redetermination.

“Related Fund” means, with respect to any Holder of any Note, any fund or entity that (i) invests in securities similar to the Notes or bank loans, and (ii) is advised or managed by such Holder, the same investment advisor as such Holder or by an Affiliate of such Holder or such investment advisor.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates.

Schedule B to Note Purchase Agreement – Page 17

SCHEDULE B

“Remedial Work” has the meaning assigned such term in Section 10.11(a).

“Required Holders” means, at any time, the Holders of at least 50.1% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Obligors or any of their respective Affiliates).

“Reserve Ratio” means, as of any date of determination, the quotient of the Risk Adjusted Present Value, at such time, to Consolidated Total Debt.

“Reserve Report” means a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth, as of each January 1st or July 1st the oil and gas reserves attributable to the Oil and Gas Properties of the Company and its Subsidiaries, together with a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based upon the pricing assumptions consistent with the General Parameters.

“Responsible Officer” means as to any Person, the Chief Executive Officer, the President, any Financial Officer or any Vice President of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean a Responsible Officer of the Company.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in any Obligor, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in any Obligor or any option, warrant or other right to acquire any such Equity Interests in any Obligor.

“Risk Adjusted Present Value” is defined in Section 7.10(d).

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency.

“SBA” means the United States Small Business Administration.

“SBA Regulations” means Title 13 of the Code of Federal Regulations § 107.

“SBIC Holder” means any Holder that is subject to the SBA Regulations.

“Scheduled Redetermination” is defined in Section 7.10(a)

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Section 91.1011” has the meaning assigned such term in the definition of “Environmental Laws”.

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

Schedule B to Note Purchase Agreement – Page 18

SCHEDULE B

“Security Instruments” means the security agreements, pledge agreements, mortgages, deeds of trust, completion guaranties, guaranty agreements and other agreements, instruments or certificates described or referred to in Exhibit 5.5, and any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by any Obligor or any other Person (other than participation or similar agreements between any Purchaser and any other lender or creditor with respect to any Indebtedness pursuant to this Agreement) in connection with, or as security for the payment or performance of the Indebtedness, the Notes, or this Agreement, as such agreements may be amended, modified, supplemented or restated from time to time.

“Seller Note” means that certain Seller Note issued by Holdings on the Closing Date to Petro-Hunt, L.L.C. in an amount equal to $2,000,000.

“SPE Definitions” means, with respect to any term, the definition thereof adopted by the Board of Directors, Society for Petroleum Engineers (SPE) Inc., March 1997.

“Subsidiary” means (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by any Obligor or one or more of the Subsidiaries of the Obligors, or by one or more Obligors, or by any Obligor and one or more of the Subsidiaries of any Obligor, and (b) any partnership of which any Obligor or any of the Subsidiaries is a general partner. Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary of one or more Obligors.

“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Obligors or the Subsidiaries shall be a Swap Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Agreements, as determined by the counterparties to such Swap Agreements.

Schedule B to Note Purchase Agreement – Page 19

SCHEDULE B

“Sweep Percentage” means (i) for each calendar quarter from the Closing Date through March 31, 2015, fifty percent (50%), and (ii) for each calendar quarter thereafter, seventy-five percent (75%).

“Synthetic Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise) for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease.

“Taxes” means any and all present or future taxes, levies, imposts, duties, assessments, fees, deductions, charges or withholdings of any nature and whatever called, imposed, levied, collected, withheld or assessed by any Governmental Authority, including any interest, penalties or additional amounts thereon.

“Tax on the Overall Net Income” of a Person means any net income, franchise or branch profits Tax imposed on a Person by the jurisdiction in which a Person is organized or in which that Person’s applicable principal office (and/or, in the case of a Holder, the office through which its investment in any Note is made) is located or as a result of a present or former connection between such Person and the jurisdiction imposing the Tax (other than a jurisdiction in which such Person is treated as having a connection as a result of entering into any Note Document or its participation in the transactions governed thereby).

“Tax Related Person” means any Person treated as the owner of a payment under this Agreement (including a beneficial owner of an interest in a pass-through entity) who is required to include in income amounts realized (whether or not distributed) by the Administrative Agent, a Holder or a Tax Related Person of any of the foregoing. “Transaction Fees” means those fees that are payable by the Company pursuant to the provisions of Section 7.8.

“Transactions” means, with respect to (a) any Obligor, the execution, delivery and performance by such Obligor of this Agreement and each other Note Document to which it is a party, the sale of the Notes, the use of the proceeds thereof, (b) the Company, the consummation of the Acquisition, and (c) each Guarantor, the execution, delivery and performance by such Guarantor of this Agreement and each other Note Document to which it is a party, the guaranteeing of the Indebtedness and the other obligations by such Guarantor pursuant to this Agreement.

“Treasury Regulations” shall refer to the U.S. Treasury Regulations promulgated under the Code, or any successor provisions thereof.

“USA Patriot Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

Schedule B to Note Purchase Agreement – Page 20

SCHEDULE B

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning in Section 17.2(e).

“Wholly-Owned Subsidiary” means (a) any Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by applicable law), on a fully-diluted basis, are owned by an Obligor or one or more of the Wholly-Owned Subsidiaries or are owned by one or more Obligors or are owned by an Obligor and one or more of the Wholly-Owned Subsidiaries or (b) any Subsidiary that is organized in a foreign jurisdiction and is required by the applicable laws and regulations of such foreign jurisdiction to be partially owned by the government of such foreign jurisdiction or individual or corporate citizens of such foreign jurisdiction; provided that an Obligor, directly or indirectly, owns the remaining Equity Interests in such Subsidiary and, by contract or otherwise, controls the management and business of such Subsidiary and derives economic benefits of ownership of such Subsidiary to substantially the same extent as if such Subsidiary were a Wholly-Owned Subsidiary. Unless otherwise indicated herein, each reference to the term “Wholly-Owned Subsidiary” shall mean a Wholly-Owned Subsidiary of one or more Obligors.

Schedule B to Note Purchase Agreement – Page 21

SCHEDULE C

MORTGAGED PROPERTIES

I.

Schedule C to Note Purchase Agreement

SCHEDULE 8.5

LITIGATION

Schedule 8.5 to Note Purchase Agreement

SCHEDULE 8.6

ENVIRONMENTAL MATTERS

Schedule 8.6 to Note Purchase Agreement

SCHEDULE 8.15

EQUITY INTERESTS AND SUBSIDIARIES

1.          [None.]

Schedule 8.15 to Note Purchase Agreement

SCHEDULE 8.19

SWAP AGREEMENTS

Schedule 8.19 to Note Purchase Agreement

SCHEDULE 8.23

Material Contracts

Schedule 8.23 to Note Purchase Agreement

SCHEDULE 8.26

GAS IMBALANCES, ETC.

Schedule 8.26 to Note Purchase Agreement

SCHEDULE 11.2

DEBT

Schedule 11.2 to Note Purchase Agreement

SCHEDULE 11.5

INVESTMENTS

Schedule 11.5 to Note Purchase Agreement

SCHEDULE 11.20

TRANSACTIONS WITH AFFILIATES

Schedule 11.20 to Note Purchase Agreement

SCHEDULE B-1

PRINCIPAL OFFICERS

Name Title

Schedule B-1 to Note Purchase Agreement

EXHIBIT 1

FORM OF SENIOR SECURED FIRST LIEN NOTE DUE MARCH 14, 2017

THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH THE ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.

Glori Energy Production Inc.

SENIOR SECURED FIRST LIEN NOTE DUE MARCH 14, 2017

No. [__]
$[_____________].00	[__________ __], 20___

For Value Received, the undersigned, Glori Energy Production Inc., a Texas corporation (herein called the “Company”), hereby promises to pay to [ ], a Delaware limited liability company, or its registered assigns (the “Payee”), the principal sum of [______________ United States Dollars (US$___________)] (herein referred to as the “Advance”). Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in that certain Note Purchase Agreement dated as of March 14, 2014 (as the same may be amended, supplemented, restated, renewed or otherwise modified from time to time, the “Note Purchase Agreement”), entered into by and among the Company, the Purchasers named therein and the Administrative Agent named therein.

The Company shall repay to the Payee the Advance in lawful money of the United States of America and in immediately available funds, on the dates and in the amounts specified in Article 7 of the Note Purchase Agreement, at a bank account maintained by Payee in the city of New York, New York in accordance with the provisions of Section 16.1 of the Note Purchase Agreement, which bank account shall be specified by Payee to the Company. The bank account of Payee to which such payments shall be made from time to time is herein referred to as the “Payee’s Bank Account”. The Company will also make any required prepayments of principal on the dates and in the amounts specified in Article 7 of the Note Purchase Agreement.

The Company further agrees to pay interest on the Advance, at the Payee’s Bank Account, in like money and funds, for the period commencing on the date of the Advance until all such outstanding principal amounts shall be paid in full, at the rates and payable on the dates set forth in Sections 7.7 and 7.9 of the Note Purchase Agreement.

This Note in one of the Senior Secured First Lien Notes due March 14, 2017 referred to in Section 2 of the Note Purchase Agreement and has been issued pursuant to the Note Purchase Agreement and is entitled to the benefits thereof and to the benefits of the other Note Documents, including the liens and security interests granted thereby. Certain procedural aspects of the payment obligation(s) represented by this Note not otherwise addressed herein shall be governed by the terms of the Note Purchase Agreement. Each holder of this Note will be deemed, by its acceptance hereof, to have agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement.

Exhibit 1 to Note Purchase Agreement
Page 1

EXHIBIT 1

As provided in the Note Purchase Agreement, upon surrender of this Note for transfer, duly recorded, or accompanied by a written instrument of transfer duly executed, by the holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to the transferee. Prior to due presentment for transfer, the Company may treat the person in whose name this Note is issued as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

If an Event of Default occurs and is continuing pursuant to Section 12 of the Note Purchase Agreement, the principal of this Note may be declared or otherwise become due and payable pursuant to the terms set forth in the Note Purchase Agreement.

[Signature Page Follows]

Exhibit 1 to Note Purchase Agreement
Page 2

This Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of New York including Sections 5-1401 and 5-1402 of the General Obligations thereof.

Glori Energy Production Inc.

By:

Name:

Title:

Exhibit 1 to Note Purchase Agreement
Page 3

EXHIBIT 5.5

SECURITY INSTRUMENTS

1.          Security Agreement executed by the Company and the Administrative Agent.

2.          UCC-1 with the Company as the debtor and the Administrative Agent as the secured party filed with the Secretary of State of Texas.

3.          Deed of Trust, Fixture Filing, Assignment of As-extracted Collateral, Security Agreement and Financing Statement.

4.          Pledge and Security Agreement by the Pledgors (including the Company) in favor of the Administrative Agent.

5.          UCC-1s with each Pledgor as debtor and the Administrative Agent as the secured party filed with the Secretary of State of Texas or other appropriate filing office determined in accordance with the UCC.

Exhibit 5.5 to Note Purchase Agreement
Page 1

EXHIBIT 5.6

COMPLIANCE CERTIFICATE

The undersigned hereby executes this Compliance Certificate as of [___________ ___], 20[___], and hereby certifies that he or she is the Chief Executive Officer, President, Chief Financial Officer, Executive Vice President or Vice President of Glori Energy Production Inc., a Texas corporation (the “Company”), and that as such he or she is authorized to execute this Compliance Certificate on behalf of the Company. With reference to that certain Note Purchase Agreement dated as of March 14, 2014 (together with all amendments, restatements, supplements or other modifications thereto, the “Note Purchase Agreement”), among the Company, the Administrative Agent named therein and the Purchasers named therein, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Note Purchase Agreement unless otherwise specified):

(a)          [No Default or Event of Default has occurred or is continuing.] OR [If a Default has occurred, specify the details thereof and any action taken or proposed to be taken with respect thereto.]

(b)          The representations and warranties of the Obligors and the Pledgors set forth in the Note Purchase Agreement and in the other Note Documents are true and correct on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date.

(c)          The ratio of (i) Consolidated Total Debt as of the last day of [most recent fiscal quarter] to (ii) Consolidated EBITDA (for, and as of the last day of, the twelve (12) month period ending of the last day of the fiscal quarter ending immediately preceding the date of this Compliance Certificate) is not greater than [__] to 1.00.

(d)          The Consolidated Working Capital Ratio as of the last day of the fiscal quarter immediately preceding the date of this Compliance Certificate was not less than 1.00 to 1.00.

(e)          The Reserve Ratio as of the last day of the fiscal quarter immediately preceding the date of this Compliance Certificates was not less than 1.10 to 1.00.

(f)          [No material change in GAAP has occurred since [the date of the most recent audited Financial Statements delivered pursuant to Section 10.1]] OR [A material change in GAAP has occurred since [the date of the most recent audited Financial Statements delivered pursuant to Section 10.1 of the Note Purchase Agreement] and the effect of such change on the financial statements accompanying such certificate are [_______________].]

[Signature Page Follows]

Exhibit 5.6 to Note Purchase Agreement
Page 1

EXECUTED AND DELIVERED as of the date first above written.

Glori Energy Production Inc.

By:

Name:

Title:

Exhibit 5.6 to Note Purchase Agreement
Page 2

EXHIBIT 5.8

LIST OF OPINIONS OF COUNSEL

1.          Opinion Letter by Andrews Kurth LLP.

Exhibit 5.8 to Note Purchase Agreement

EXHIBIT B-1

ADVANCE REQUEST

ADVANCE REQUEST

Date: ________, 201[ ]

TO: The Administrative Agent under

the Agreement referred to below

Dear Sir or Madam:

Reference is made to that certain Note Purchase Agreement to be dated as of March 14, 2014, executed by and among Glori Energy Production Inc., a Texas corporation (the “Company”), the Administrative Agent named therein and the Purchasers named therein (together with all amendments, supplements, restatements, modifications, replacements, extensions and rearrangements thereof, the “Agreement”). Capitalized terms used herein but not defined herein shall have the meaning assigned such terms in the Agreement.

Pursuant to the terms of the Agreement, the Company hereby requests an advance (the “Advance”) from the Purchasers or their designees under the Agreement in the amount of $[     ], with the requested funding date of such advance being ______, 201[ ].

The proceeds of the Advance shall be (a) used for the purposes described on Schedule A hereto and (b) wired to the accounts listed on Schedule B hereto.

The undersigned certifies that he or she is the ____________ of the Company and that as such, he or she is authorized to execute this Advance Request on behalf of the Company.

Exhibit B-1 to Note Purchase Agreement
Page 1

The undersigned further certifies, represents and warrants on behalf of the Company that the Company is entitled to receive the requested Advance under the terms and conditions of the Agreement.

Very truly yours,

Glori Energy Production Inc.

By:

Name:

Title:

Exhibit B-1 to Note Purchase Agreement
Page 2

SCHEDULE A TO ADVANCE REQUEST

Use of Proceeds

The proceeds of the Advance will be used as follows:

Purpose Amount

Exhibit B-1 to Note Purchase Agreement
Page 3

SCHEDULE B TO ADVANCE REQUEST

Wire Transfer Instructions

The proceeds of the Advance will wired (or netted) as follows:

Purpose Amount Wire Transfer Instructions
(if applicable)

Exhibit B-1 to Note Purchase Agreement
Page 4

EXHIBIT C-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Holders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of March 14, 2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Glori Energy Production Inc., a Texas corporation (the “Company”), Stellus Capital Investment Corporation, as administrative agent (the “Administrative Agent”), and each holder from time to time party thereto.

Pursuant to the provisions of Section 7.2 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Note(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten-percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished the Administrative Agent and the Company with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF HOLDER]

By:
	Name:
	Title:

Date: ________ __, 201_

Exhibit C to Note Purchase Agreement

EXHIBIT C-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of March 14, 2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Glori Energy Production Inc., a Texas corporation (the “Company”), Stellus Capital Investment Corporation, as administrative agent (the “Administrative Agent”), and each holder from time to time party thereto.

Pursuant to the provisions of Section 7.2 of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iii) it is not a ten-percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, and (iv) it is not a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Holders with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Holder in writing, and (2) the undersigned shall have at all times furnished such Holder with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: ________ __, 201_

Exhibit C to Note Purchase Agreement

EXHIBIT C-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of March 14, 2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Glori Energy Production Inc., a Texas corporation (the “Company”), Stellus Capital Investment Corporation, as administrative agent (the “Administrative Agent”), and each holder from time to time party thereto.

Pursuant to the provisions of Section 7.2 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its partners/members is a ten-percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished its participating Holder with Internal Revenue Service Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Holder and (2) the undersigned shall have at all times furnished such Holder with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF PARTICIPANT]

By:
	Name:
	Title:

Date: ________ __, 201_

Exhibit C to Note Purchase Agreement

EXHIBIT C-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Holders That Are Partnerships For U.S. Federal Income Tax Purposes)

Reference is hereby made to the Note Purchase Agreement dated as of March 14, 2014 (as amended, supplemented or otherwise modified from time to time, the “Agreement”), among Glori Energy Production Inc., a Texas corporation (the “Company”), Stellus Capital Investment Corporation, as administrative agent (the “Administrative Agent”), and each holder from time to time party thereto.

Pursuant to the provisions of Section 7.2 of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Note(s) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Note(s) (as well as any Note(s) evidencing such Note(s)), (iii) with respect to the extension of credit pursuant to this Agreement or any other Note Document, neither the undersigned nor any of its partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (iv) none of its partners/members is a ten-percent shareholder of the Company within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (v) none of its partners/members is a controlled foreign corporation related to the Company as described in Section 881(c)(3)(C) of the Internal Revenue Code.

The undersigned has furnished the Administrative Agent and the Company with IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of its partners/members claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Company and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Company and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement.

[NAME OF HOLDER]

By:
	Name:
	Title:

Date: ________ __, 201_

Exhibit C to Note Purchase Agreement

EX-10.14

This Second Lien Secured Term Note is subject to the terms of that certain Subordination Agreement, dated as of March 13, 2014, between Lender, Hercules Technology Growth Capital, Inc., Glori Energy Inc. and Glori California Inc. (the “Subordination Agreement”)

SECOND LIEN SECURED TERM NOTE

March 13, 2014

For value received, GLORI ENERGY INC., a Delaware corporation (the “Borrower”), hereby unconditionally promises to pay to the order of E.W. HOLDINGS INC., a corporation organized under the laws of Ontario, Canada (the “Lender”), in full in immediately available funds the principal amount of FOUR MILLION U.S. DOLLARS ($4,000,000) (or such other amount that may at any time be outstanding hereunder), on or prior to the Maturity Date, together with all fees and interest then due and payable under this Second Lien Secured Term Note (this “Note”).

All payments under this Note shall be made in lawful money of the United States, in immediately available funds and without set-off, deduction or counterclaim in accordance with Lender’s instructions.

1.    Definitions and Interpretation.

(a)          Definitions. Capitalized terms used but not defined herein shall have the following respective meanings:

“Acquisition” means the acquisition by GEP of the “Properties” as such term is defined in the Acquisition Agreement.

“Acquisition Agreement” means that certain Purchase and Sale Agreement, dated as of February 3, 2014, as amended, by and between Petro-Hunt, L.L.C., a Texas limited liability company, as Seller, and Glori Holdings Inc., a Delaware corporation, as Purchaser, evidencing the purchase and sale of certain oil and gas Properties, and other related Properties, by Glori Holdings Inc., and any ancillary documents executed therewith, as the same is contemplated to be assigned by Glori Holdings Inc. to GEP prior to the closing of the Acquisition.

“Affiliate” shall mean, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person and, if such Person is an individual, any member of the immediate family (including parents, spouse and children) of such individual and any trust whose principal beneficiary is such individual or one or more members of such immediate family and any Person who is controlled by any such member or trust. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“Business Day” shall mean any day on which commercial banks are not authorized or required to close in Houston, Texas or Toronto, Ontario, Canada.

“Change of Control” means any (i) reorganization, recapitalization, consolidation or merger (or similar transaction or series of related transactions) of any Obligor, sale or exchange of outstanding shares (or similar transaction or series of related transactions) of an Obligor in which the holders of such Obligor’s outstanding shares immediately before consummation of such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than fifty percent (50%) of the voting power of the surviving entity of such transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether such Obligor is the surviving entity, or (ii) sale or issuance by a Obligor of new shares of Preferred Stock of such Obligor to investors, none of whom are current investors in such Obligor, and such new shares of Preferred Stock are senior to all existing Preferred Stock and common stock with respect to liquidation preferences, and the aggregate liquidation preference of the new shares of Preferred Stock is more than fifty percent (50%) of the aggregate liquidation preference of all shares of Preferred Stock of such Obligor; provided, however, neither an Initial Public Offering nor a reorganization in which the stock of a Obligor is sold or transferred to another Obligor nor the conversion of any series of preferred stock of a Obligor existing on the date hereof shall constitute a Change in Control.

“Claim” shall mean any and all judgments, claims, causes of action, demands, lawsuits, suits, proceedings, investigations of Government Authorities or audits, losses, assessments, fines, penalties, administrative orders, obligations, costs, expenses, liabilities and damages (whether actual, consequential or punitive), including interest, penalties, reasonable attorney’s fees, disbursements and costs of investigations, deficiencies, levies, duties and imposts.

“Closing Date” shall mean the date on which this Note is executed and delivered by the Obligors and the Lender and all of the conditions precedent set forth in Section 6(a) shall have been satisfied (or waived by the Lender).

“Collateral” has the meaning given to it in Section 9(a).

“Default” shall mean an Event of Default or an event or condition which, with the giving of notice, lapse of time or upon a declaration or determination being made (or any combination thereof), would become an Event of Default.

“Default Interest Rate” shall mean a rate per annum equal to (i) three percent (3%), plus (ii) the interest rate then in effect pursuant to Section 3.

“Dollars” and “$” shall mean lawful money of the United States of America.

“Event of Default” shall have the meaning assigned to such term in Section 9.

“GEP” has the meaning assigned to such term in Section 8(a).

“Governmental Approvals” shall mean (a) any authorizations, consents, approvals, licenses, rulings, permits, tariffs, rates, certifications, filings, plans, variances, claims, orders, judgments, or decrees, or (b) any required notice or application to, any declaration of, or with, or any registration by, or with, any relevant Government Authority.

2

“Government Authority” shall mean any foreign or domestic federal, state or local government or political subdivision thereof or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and having jurisdiction over the Person or matters in question.

“Government Rule” shall mean any statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement, directive, requirement of, or other governmental restriction or any similar binding form of decision of or determination by, or any binding interpretation or administration of any of the foregoing by, any Government Authority, including all common law, whether now or hereafter in effect.

“Hercules” means Hercules Capital Funding Trust 2012-1, acting through its authorized servicer Hercules Technology Growth Capital, Inc.

“Hercules LSA” means the Loan and Security Agreement, dated as of June 11, 2012, among the Borrower, Glori California Inc., Glori Holdings Inc., Glori Oil (Argentina) Limited and Hercules, as amended by Amendment No. 1 thereto dated as of June 27, 2013 and Amendment No. 2 thereto dated as of March 13, 2014, and as further amended, supplemented or modified from time to time and after giving effect to any consents, waivers or forbearances granted by Hercules thereunder from time to time.

“Initial Public Offering” means the initial offering of the Borrower’s common stock pursuant to a registration statement under the Securities Act of 1933 filed with and declared effective by the Securities and Exchange Commission.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest.

“Loan” has the meaning assigned to such term in Section 2(a).

“Material Adverse Effect” means a material adverse effect upon: (i) the business, operations, properties, assets, prospects or condition (financial or otherwise) of the Obligors; or (ii) the ability of the Obligors to perform their obligations in accordance with the terms of this Note, or the ability of Lender to enforce any of its rights or remedies with respect to this Note; or (iii) the Collateral or Lender’s Liens on the Collateral or the priority of such Liens.

“Maturity Date” shall mean the earlier of (i) March 14, 2016; or (ii) the date on which the maturity of the Loan is accelerated pursuant to Section 10.

“Merger” means the business combination or consolidation of Infinity Cross Border Acquisition Corporation, a British Virgin Islands company, with and into the Glori Acquisition Inc., pursuant to the terms and subject to the conditions of the Merger Agreement.

3

“Merger Agreement” means that certain Merger and Share Exchange Agreement, dated as of January 8, 2014, as amended by that certain First Amendment, dated as of February 20, 2014, as further amended, supplemented, or modified, by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands company, as the Parent, Glori Acquisition Inc., 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 the Borrower, as the Company.

“Obligors” shall mean, collectively, the Borrower and Glori California Inc., a Delaware corporation (which is an Obligor hereunder solely for purposes of Sections 7(b), 7(c), 7(d) and 9).

“Permitted Lien” shall mean (a) any liens created pursuant to this Note, (b) liens imposed by Government Rule for taxes that are not yet due or that are being contested in good faith by the Borrower and that are secured by a bond acceptable to the Lender, (c) carrier’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like liens imposed by Government Rule, arising in the ordinary course of business and securing obligations that are not overdue by more than ninety (90) days or that are being contested in good faith by the Borrower; (d) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations; (e) cash deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; (f) liens created by the Hercules LSA; (f) any liens given on the capital stock or other equity interest held by Glori Holdings Inc. in GEP to Stellus Capital Investment Corporation and (g) such other liens or imperfections in title that would not, individually or in the aggregate, materially detract from the value or use of the subject assets.

“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, other entity or government.

“Preferred Stock” shall mean at any given time any equity security issued by an Obligor that has any rights, preferences or privileges senior to such Obligor’s common stock.

“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“Subsidiary” means an entity, whether corporate, partnership, limited liability company, joint venture or otherwise, in which a Borrower owns or controls 50% or more of the outstanding voting securities, but specifically excluding GEP. For the avoidance of doubt it is agreed that GEP shall not be treated as a “Subsidiary” for the purposes of the covenants set forth in Section 8 of this Note.

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(b)          Certain Rules of Interpretation. In this Note, unless otherwise indicated, the singular includes the plural and plural the singular; words importing any gender include the other gender; references to statutes or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending or replacing the statute or regulation referred to; references to “writing” include printing, typing, lithography and other means of reproducing words in a tangible visible form; the words “including,” “includes” and “include” shall be deemed to be followed in each instance by the words “without limitation”; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to this Note; references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, extensions and other modifications to such agreements or instruments (without, however, limiting any prohibition on any such amendments, extensions and other modifications by the terms of this Note); and references to Persons include their respective permitted successors and assigns and, in the case of any government authorities, Persons succeeding to their respective functions and capacities.

2.     Loan; Prepayments.

(a)          The Lender agrees, on and subject to the terms and conditions set forth in this Note, including the satisfaction by the Borrower, or the waiver by the Lender, of the conditions precedent set forth in Section 6, to make a loan to the Borrower on the Closing Date in an amount equal to $4,000,000 (the “Loan”).

(b)          Subject to the provisions of Section 2(d), the Borrower may, at its option, upon not less than three (3) days’ advance written notice, prepay at any time, all, or from time to time any part of, the principal amount of this Note.

(c)          Subject to the provisions of Section 2(d), no later than the sixtieth (60th) day after any of the following events, the Borrower shall prepay the principal amount of this Note in full (with respect to the events described in the following clauses (i), (ii) and (iii)) or in an amount equal to the net proceeds received by the Borrower (with respect to the events in described in the following clauses (iv) and (v)) upon: (i) consummation of the Merger; (ii) a Change of Control; (iii) a termination of the Merger Agreement prior to consummation of the Merger; (iv) a sale or other issuance of any equity or debt securities of the Borrower; provided, that the proceeds thereof shall first be applied to the amounts outstanding under the Hercules LSA to the extent required by the Hercules LSA and any remaining proceeds shall be applied to payment hereunder; and (v) a sale, transfer, conveyance, condemnation, casualty event relating to or assignment in any fiscal year of $50,000 or more of the assets of the Borrower (other than sales of Property permitted hereunder and casualty events fully covered by insurance)); provided, that the proceeds thereof shall first be applied to amounts outstanding under the Hercules LSA to the extent required by the Hercules LSA and any remaining proceeds shall be applied to payment hereunder. In addition thereto and subject to the provisions of Section 2(d), in the event either of the following shall occur, the Borrower shall prepay this Note in full: (A) the Acquisition is not consummated within 60 days after the Closing Date or (B) Lender does not receive on or prior to March 31, 2014, the audited consolidated financial statements of the Borrower and its Subsidiaries.

(d)          Optional prepayments pursuant to Section 2(b) and mandatory prepayments pursuant to Section 2(c) shall be made at the following percentages of principal amount of this Note so prepaid (herein referred to as the “Prepayment Percentage”) set forth in the following chart, together with unpaid interest on the amount so prepaid.

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Date of Prepayment	Applicable Prepayment Percentage
From the Closing Date through the date that is 6 calendar months following the Closing Date		110.0	%
From the date that is more than 6 calendar months following the Closing Date through the date that is 8 calendar months following the Closing Date		106.0	%
From and after the date that is 8 months following the Closing Date		103.0	%

3.    Interest. The Borrower hereby agrees to pay to the Lender interest on the unpaid principal amount of the Loan for the period from and including the date of the Loan is made to and including the date the Loan shall be paid in full at the rate equal to (a) twelve percent (12%) per annum from the Closing Date until the six (6) month anniversary of the Closing Date, and (b) twenty percent (20%) per annum thereafter. Accrued interest on the Loan shall be payable (a) quarterly in arrears on the last day of each calendar quarter, commencing March 31, 2014, (b) upon the payment or prepayment of the Loan (but only on the principal amount so paid or prepaid), and (c) upon the Maturity Date, except that interest payable at the Default Interest Rate shall be payable from time to time on demand. Interest on the Loan and on other obligations of the Borrower shall be computed on the basis of a year of 360 days and actual days elapsed (including the first day and including the last day) occurring in the period for which payable.

4.    Repayment of the Loan. The Borrower shall repay the entire outstanding principal amount of the Loan, interest and other amounts then due under this Note on the Maturity Date.

5.    Payment of the Closing Fee. In consideration for funding the Loan, the Borrower shall pay to the Lender in cash out of the proceeds of the Loan a fee equal to two percent (2.00%) of the principal amount of the Loan made on the Closing Date ($80,000), which fee shall be shall be due and payable on the Closing Date (the “Closing Fee”).

6.    Conditions Precedent. The occurrence of the Closing Date and the obligation of the Lender to make the Loan under this Note are subject to the receipt by the Lender of each of the agreements and other documents, and the satisfaction of each of the conditions precedent, set forth below, each of which, if applicable, shall be in form and substance satisfactory to the Lender in its sole discretion (unless in each case waived by the Lender):

(a)          receipt by the Lender of this Note duly authorized, executed and delivered by the Borrower and the Lender;

(b)          the Lender shall be satisfied that the Borrower has received all necessary Governmental Approvals necessary to execute and deliver this Note on or prior to the Closing Date, if any, and copies of any such Governmental Approvals shall be furnished to Lender; and

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(c)          the Lender shall be satisfied that this Note is secured by a perfected Lien on the Collateral second in priority only to the liens securing the Hercules LSA and Permitted Liens, including the filing of any UCC-1 financing statements with the Secretary of State of the State of Delaware.

(d)          the representations and warranties set forth in Section 7 shall be true and correct in all material respects as of the Closing Date;

(e)          as of the Closing Date no Default shall have occurred or be continuing or would result from the consummation of the transactions contemplated to occur on the Closing Date;

(f)          the Lender shall have received results of uniform commercial code searches conducted in the office of the Secretary of State of the State of Delaware with respect to the Obligors;

(g)          the Lender shall have received payment of the Closing Fee;

(h)          the Lender shall have received the Subordination Agreement executed and delivered by Hercules and the Obligors.

(i)          the Lender shall have received a certificate of the President, Chief Financial Officer, or Secretary of the Obligors setting forth (i) resolutions of such Obligor’s board of directors with respect to the authorization of such Obligor to execute and deliver this Note and to enter into and perform the transactions contemplated herein, (ii) the officers of such Obligor (A) who are authorized to sign this Note and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Note and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the certificate of incorporation and bylaws, as amended through the Closing Date, of such Obligor certified as being true and complete.

(j)          the Lender shall have received certificates of good standing as of a recent date from the Secretary of State of the State of Delaware as to the Obligors;

(k)          the Lender shall have received an opinion of counsel of Andrews Kurth LLP, special counsel to the Obligors;

(l)          the Lender shall have received a copy of the written consent or affirmative vote of the holders of at least 66-2/3% of the then outstanding shares of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock of the Borrower, voting together as a single class, to the issuance by the Borrower of this Note; and

(m)          The Lender shall have received such other documents, certificates and instruments relating to this Note or the transactions contemplated hereby or thereby as the Lender shall reasonably request.

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7.     Representations.

(a)          The Borrower represents and warrants to the Lender as of Closing Date that the representations and warranties of the Borrower set forth in Section 5 of the Hercules LSA as in effect on the date hereof are true and correct in all material respects as of the date of this Note.

(b)          Each Obligor represents and warrants that it has the legal capacity and full power and authority to (i) execute and deliver this Note, (ii) grant to the Lender a second-priority security interest in the Collateral (subject to Permitted Liens), and (iii) perform all of its obligations under this Note

(c)          Each Obligor represents and warrants that the execution and delivery by such Obligor of this Note and the performance by such Obligor of all of its obligations hereunder: (i) will not violate or be in conflict with any term or provision of (x) any Government Rule (including, without limitation, any applicable usury or similar laws), or (y) any judgment, order, writ, injunction, decree or consent of any court or other judicial authority applicable to such Obligor or to its Property; (ii) will not violate, be in conflict or inconsistent with, result in a breach of or constitute a default (with or without the giving of notice or the passage of time or both) under any term or provision of any document, agreement or instrument to which such Obligor is a party; and (iii) except as specifically contemplated by this Note, will not result in the creation or imposition of any Lien upon any of the assets and Properties of such Obligor. This Note has been duly authorized, executed and delivered and is a legal, valid and binding obligation of such Obligor, enforceable against it in accordance with its respective terms and provisions, except as such enforceability may be affected by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors rights generally and the application of general principles of equity.

(d)          Each Obligor represents and warrants that there are no actions, suits, investigations or proceedings (whether or not purportedly on behalf of it) pending or, to such Obligor’s knowledge, threatened at law, in equity, in arbitration or by or before any other authority involving or affecting: (i) such Obligor that, if adversely determined, are likely to have a Material Adverse Effect; (ii) any material part of its assets or Properties; or (iii) any of the transactions contemplated in this Note. Such Obligor is not in default with respect to any judgment, order, writ, injunction, decree or consent of any court or other judicial authority applicable to it or its Property.

8.    Covenants. The Borrower hereby covenants and agrees that at all times until the date on which the Lender shall have received indefeasible payment in full in cash of the aggregate outstanding principal amount of the Loan plus accrued interest on such amounts and all fees related thereto:

(a)          It shall not, and shall not allow any of its other Affiliates to, use the proceeds of the Loan for any purpose other than for the payment or reimbursement of (i) the formation of a new, indirect, wholly-owned subsidiary of the Borrower named Glori Energy Production Inc. (“GEP”), (ii) the funding of GEP for the purpose of allowing GEP to consummate the Acquisition, (iii) the Closing Fee, and (iv) the Borrower’s and Lender’s legal fees incurred in connection with this Note and the transactions described herein and Borrower’s other closing costs.

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(b)          It shall provide Lender with true and complete copies of all notices, communications, financial statements, certificates, reports, filings, budgets and other items and documents that Borrower is required to provide Hercules under the Hercules LSA as in effect at the date hereof, in each case promptly after provision thereof to Hercules. In addition, the Borrower shall make available to Lender on a confidential basis (to the extent permitted by applicable securities laws and regulations) all filings and formal communication with the Securities and Exchange Commission, Infinity Cross Border Acquisition Corporation and other events which may be material to the Merger.

(c)          It shall maintain and preserve its existence as a corporation in the jurisdiction of its organization and remain duly qualified to do business as a foreign corporation in all places where necessary in light of the business it conducts and intends to conduct and the Property it owns and intends to conduct and own and in light of the transactions contemplated by this Note.

(d)          Borrower shall at all times keep the Collateral free and clear from any legal action reasonably expected to have a material adverse effect on such Collateral or Liens whatsoever (except for Permitted Liens), and shall give Lender prompt written notice of any such legal action affecting the Collateral, or any Liens thereon. Borrower shall at all times keep the Intellectual Property (as defined by reference to Section 9 below) free and clear from any Liens (except for Permitted Liens), and shall give Lender prompt written notice of any Liens thereon. Borrower shall cause its Subsidiaries to protect and defend such Subsidiary’s title to its assets from and against all Persons claiming any interest adverse to such Subsidiary, and Borrower shall cause its Subsidiaries at all times to keep such Subsidiary’s property and assets free and clear from any legal action reasonably expected to have a material adverse effect on such property or assets or Liens whatsoever (except for Permitted Liens), and shall give Lender prompt written notice of any such legal action affecting such Subsidiary’s assets. Borrower shall not agree with any Person other than Hercules and Lender not to encumber its property.

(e)          It shall comply in all material respects with all Government Rules., except for where the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.

(f)          It shall comply with (i) Sections 7.3, 7.10, 7.13, 7.15 and 7.16 set forth in the Hercules LSA as in effect on the date hereof and (ii) each of the negative covenants set forth in the Hercules LSA in each case to the extent required by the Hercules LSA as in effect on the date hereof (i.e., Sections 7.4 (Indebtedness), 7.6 (Investments), 7.7 (Distributions), 7.8 (Transfers), 7.9 (Mergers or Acquisitions), 7.11 (Corporate Changes) and 7.14 (Capital Expenditures); provided, that the Borrower shall have the right to incur additional unsecured indebtedness without the consent of the Lender. In addition, in no event shall the Borrower (a) guarantee the payment of any bank debt or similar financing extended to Glori Holding Inc. (other than with respect to the obligations of the Borrower under the Hercules LSA) or GEP, and (b) grant any liens or security interests on any of its assets to secure the payment of any such debt or financing (other than liens and security interests granted by the Borrower pursuant to the Hercules LSA).

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9.    Security Interest.

(a)          As security for the prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the Borrower’s obligations under this Note (whether now existing or hereafter arising), each Obligor grants to Lender a security interest in all of such Obligor’s right, title and interest in and to the following personal Property whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the capital stock of any foreign Subsidiary); (g) Deposit Accounts; (h) Cash; (i) Goods, and other tangible and intangible personal Property of such Obligor whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such Obligor and wherever located; and, to the extent not otherwise included, all proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; and excluding all Intellectual Property. Each Obligor shall not permit a Lien to exist on its Intellectual Property (other than Permitted Liens) without the prior written consent of Lender. The Collateral shall include all proceeds from the sale of all Intellectual Property outside the ordinary course of business and all other rights arising out of Intellectual Property, excluding the Intellectual Property itself. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the proceeds from the sale of such Intellectual Property, at the time of a sale, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the sales proceeds of Intellectual Property.

(b)          Unless otherwise defined in this Note, capitalized terms used in Section 9(a) shall have the respective meanings assigned to such terms in the Hercules LSA (as in effect on the date hereof, a copy of which is attached hereto and is incorporated by reference) and any items of classes of Collateral referred to above not so defined shall have the meanings assigned to such terms in the New York Uniform Commercial Code.

(c)          The Borrower shall use its commercially reasonable efforts no later than 60 days after the Closing Date to (i) cause any deposit account control agreements in effect with respect to any of Borrower’s Deposit Accounts to be amended on terms reasonably satisfactory to the Lender to provide that Lender shall have “control” (within the meaning of Section 9-104(a) of the New York Uniform Commercial Code) over such Deposit Accounts effective after the Hercules LSA has been paid in full, and (ii) cause insurance certificates to be issued to the Lender in accordance with Section 16(b).

10.         Events of Default. If any of the following events, conditions or circumstances (each, an “Event of Default”) shall occur and be continuing:

(a)          The Borrower shall default in the payment when due of any principal of the Loan, or default in the payment when due of any interest on the Loan or the Closing Fee or any other amount payable by it under this Note; or

(b)          Any representation or warranty made by the Borrower in this Note, or in any certificate furnished pursuant to any such document, shall prove to have been incorrect in any material respect as of the date made; or

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(c)          The Borrower breaches or defaults in the performance of any covenant or obligation under this Note (except set forth in Section 10(a)), and (i) with respect to a default under any covenant under this Note (other than Sections 16(a), 16(c) or 8(d), or Sections 7.6, 7.7, 7.8 7.9 or 7.16 of the Hercules LSA as in effect on the date hereof) such default continues for more than fifteen (15) days after the earlier of the date on which (A) Lender has given notice of such default to Borrower and (B) Borrower has actual knowledge of such default; or (ii) with respect to a default under any of Sections 16(a), 16(c) or 8(d), or Sections 7.6, 7.7, 7.8 7.9 or 7.16 of the Hercules LSA as in effect on the date hereof, the occurrence of such default.

(d)          The Borrower (i) shall admit in writing its inability to pay its debts as its debts become due; (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver or trustee for its or a substantial part of its assets; (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law; (iv) shall have had any such petition filed, or any such proceeding shall have been commenced against it, in which an adjudication is made or order for relief is entered or which remains undismissed for a period of forty-five (45) days; (v) shall have had a receiver, custodian or trustee appointed for all or a substantial part of its Property; or (vi) shall take any action effectuating, approving or consenting to any of the events described in clauses (i) through (v); or

(e)          This Note shall for any reason cease to create a valid and perfected security interest, except as a result of the existence of Permitted Liens, in and to the collateral purported to be subject to this Note or shall cease to be in full force and effect or shall be declared null and void, as applicable, or any Lien in favor of the Lender under this Note shall at any time cease to constitute a valid and perfected Lien in the Collateral (subject to Permitted Liens) to the Lender; or

(f)          An Event of Default under (and as defined in) the Hercules LSA shall have occurred and be continuing and Hercules shall not have waived such Event of Default; or

(g)          A final judgment or judgments for the payment of money in excess of $175,000 in the aggregate shall be rendered by one or more Government Authorities, arbitral tribunals or other bodies having jurisdiction of the Borrower and the same shall not be discharged (or provision shall not be made for such discharge), dismissed or stayed, within 10 days from the date of entry of such judgment or judgments; in the case of more than one judgment within 10 days from the date of entry of the last such judgment; and

THEN, the Lender (i) may, by notice to the Borrower, declare the entire unpaid principal amount of the Loan made under this Note and all other amounts payable under this Note immediately due and payable, whereupon the same shall become and be forthwith due and payable without presentment, demand, protest or further notice or other formalities of any kind, all of which are hereby expressly waived by the Borrower hereby, provided that in the case of an Event of Default described in Section 9(d), the unpaid principal amount of the Loan under this Note, interest and other amounts payable under this Note shall become immediately due and payable, and (ii) may exercise any of its rights, privileges and remedies at law or in equity with respect to the Collateral, including without limitation, the right to collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation, in such order as Lender may elect, and to apply the proceeds thereof in such order as Lender may elect.

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11.         Expenses. The Borrower agrees hereby to reimburse the Lender for all reasonable third-party costs, expenses and charges, including, without limitation, reasonable fees and charges of legal counsel, consultants and advisors to the Lender incurred by the Lender in connection with the preparation, negotiation, performance, administration or enforcement (including in any work-out, restructuring or bankruptcy proceeding) of this Note or the defense or prosecution of any rights of the Lender hereunder; provided, that if the transactions described in this Note fail to close such amount shall not exceed $25,000.

12.         Governing Law, Etc. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

13.         ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS NOTE, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE THERETO.

14.         Waiver of Jury Trial. THE PARTIES HERETO IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE GOVERNMENT RULE, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

15.         Assignments. This Note shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that the Borrower may not assign or transfer its rights or obligations under this Note without the prior written approval of the other Lender.

16.         Insurance; Indemnification.

(a)          Coverage. Borrower shall cause to be carried and maintained commercial general liability insurance, on an occurrence form, against risks customarily insured against in Borrower’s line of business, but in no event less than set forth in this Section 16(a). Such risks shall include the risks of bodily injury, including death, property damage, personal injury, advertising injury, and contractual liability per the terms of the indemnification agreement found in Section 16(c). Borrower must maintain a minimum of $2,000,000 of commercial general liability insurance for each occurrence. Borrower has and agrees to maintain a minimum of $2,000,000 of directors and officers’ insurance for each occurrence and $5,000,000 in the aggregate. So long as there are any obligations under this Note outstanding, Borrower shall also cause to be carried and maintained insurance upon the Collateral, insuring against all risks of physical loss or damage howsoever caused, in an amount not less than the full replacement cost of the Collateral, provided that such insurance may be subject to standard exceptions and deductibles. Borrower shall also carry and maintain a fidelity insurance policy in an amount not less than $100,000 and maintain a title insurance policy with respect to the oil and gas Properties.

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(b)          Certificates. As provided in Section 9(c) and thereafter upon request, Borrower shall deliver to Lender certificates of insurance that evidence Borrower’s compliance with its insurance obligations in Section 16(a) and the obligations contained in this Section 16(b). Borrower’s insurance certificate shall state Lender is an additional insured for commercial general liability, an additional insured and a lender loss payee for all risk property damage insurance, subject to the insurer’s approval, a loss payee for fidelity insurance, and a lender loss payee for property insurance and additional insured for liability insurance for any future insurance that Borrower may acquire from such insurer. Attached to the certificates of insurance will be additional insured endorsements for liability and lender’s loss payable endorsements for all risk property damage insurance and fidelity. All certificates of insurance will provide for a minimum of thirty (30) days advance written notice to Lender of cancellation. Any failure of Lender to scrutinize such insurance certificates for compliance is not a waiver of any of Lender’s rights, all of which are reserved.

(c)          Indemnity. Borrower agrees to indemnify and hold harmless the Indemnified Persons from and against any and all claims, costs, expenses, damages and liabilities (including such claims, costs, expenses, damages and liabilities based on liability in tort, including strict liability in tort), including reasonable attorneys’ fees and disbursements and other reasonable costs of investigation or defense (including those incurred upon any appeal), that may be instituted or asserted by a third party against and incurred by such Indemnified Person as the result of credit having been extended, suspended or terminated under this Note or the administration of such credit, or in connection with or arising out of the transactions contemplated hereunder and thereunder, or any actions or failures to act in connection therewith, or arising out of the disposition or utilization of the Collateral, excluding in all cases claims resulting primarily from Lender’s gross negligence or willful misconduct. “Indemnified Persons” means Lender and its officers, directors, employees, agents, representatives and shareholders. Borrower agrees to pay, and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all excise, sales or other similar taxes (excluding taxes imposed on or measured by the net income of Lender) that may be payable or determined to be payable with respect to any of the Collateral or this Note.

17.         Miscellaneous.

(a)          The provisions of this Note are intended to be severable. If for any reason any provisions of this Note shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions thereof in any jurisdiction.

(b)          No amendment, modification, supplement or waiver of any provision of this Note nor consent to departure by the Borrower therefrom shall be effective unless the same shall be in writing and signed the Borrower and the Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The captions and section headings appearing in this Note are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Note.

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(c)          This Note shall remain in full force and effect and continue to be effective if any petition is filed by or against either Obligor for liquidation or reorganization, if either Obligor becomes insolvent or makes an assignment for the benefit of creditors, if a receiver or trustee is appointed for all or any significant part of either Obligor’s assets, or if any payment or transfer of Collateral is recovered from Lender. This Note and the obligations hereunder and Collateral security shall continue to be effective, or shall be revived or reinstated, as the case may be, if at any time payment and performance of the Loan or any transfer of Collateral to Lender, or any part thereof is rescinded, avoided or avoidable, reduced in amount, or must otherwise be restored or returned by, or is recovered from, Lender or by any obligee of the Loan, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment, performance, or transfer of Collateral had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, avoided, avoidable, restored, returned, or recovered, this Note and the Secured Obligations shall be deemed, without any further action or documentation, to have been revived and reinstated except to the extent of the full, final, and indefeasible payment to Lender in cash.

(d)          This Note and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

(e)          No provisions of this Note are intended, nor will be interpreted, to provide or create any third-party beneficiary rights or any other rights of any kind in any Person other than Lender and Obligors unless specifically provided otherwise herein, and, except as otherwise so provided, all provisions of this Note will be personal and solely between the Lender and the Obligors.

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IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and delivered as of the day and year first above written.

GLORI ENERGY INC.

By:

Name:

Title:

GLORI CALIFORNIA INC. (executing this Note solely for purposes of Sections 7(b), 7(c), 7(d) and 9 above)

By:

Name:

Title:

Address for Notices:

GLORI ENERGY INC.

Attention: Victor M. Perez, Chief Financial Officer

4315 South Drive

Houston, Texas 77053

Facsimile: 713-237-8585

Telephone: 832-412-1432

E-mail: VPerez@glorienergy.com

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E.W. HOLDINGS INC.

By:

Name:

Title:

Address for Notices:

EW Holdings Inc.

625 Cochrane Drive

Suite 801

Markham, Ontario

L3R

16

EX-10.15

Execution version

AMENDMENT AND ASSUMPTION AGREEMENT TO THE

GLORI OIL LIMITED 2006 STOCK OPTION AND GRANT PLAN

THIS AMENDMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2014 by and between Glori Energy Inc. (f/k/a Glori Acquisition Corp.), a Delaware corporation (the “Purchaser”), and Glori Energy Technology Inc. (f/k/a Glori Energy Inc.), a Delaware corporation (the “ Company”);

WITNESSETH:

WHEREAS, the Company previously established the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Plan”);

WHEREAS, the Company reserved the right to amend the Plan;

WHEREAS, the Company and the Purchaser have determined to amend the Plan in connection with that certain Merger and Share Exchange Agreement, dated as of January 8, 2014 (as amended by the First Amendment to the Merger and Share Exchange Agreement, dated as of February 20, 2014, and the Second Amendment to the Merger and Share Exchange Agreement, dated as of March 20, 2014, and as it may further be amended from time to time, the “Merger Agreement”), by and among Infinity Cross Border Acquisition Corporation, the Purchaser, Glori Merger Subsidiary, Inc., the INXB Representative and the Company; and

WHEREAS, the Company and the Purchaser agree that the Purchaser shall assume all sponsorship of and responsibility for the Plan effective as of the Transaction Effective Time (as such term is defined in the Merger Agreement) (the “Transaction Effective Time”);

NOW, THEREFORE, effective as of, and contingent upon the occurrence of, the Transaction Effective Time,) the Company and the Purchaser hereby agree as follows:

1.       Effective as of the Transaction Effective Time, each 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 the common stock of the Purchaser, par value $0.0001 per share (the “Purchaser Common Stock”) . 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 stock of the common stock of the Company, $0.0001 per share (“Stock”) subject to such Option immediately prior to the Transaction Effective Time multiplied by (y) the Exchange Ratio (as such term is defined in the Merger Agreement) (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 Stock of such 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 Options that are intended to qualify as Incentive Stock Options, 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.

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2.      Except as set forth in paragraph 1 above, each Adjusted Option shall continue to have, and shall be subject to, the same terms and conditions as applied to the Option immediately prior to the Transaction Effective Time, including the same vesting schedule as the applicable Option (provided, that no Adjusted Options shall be exercisable prior to the earlier to occur of (i) the one (1) year anniversary of the date of the Transaction Effective Time (the “Closing Date”) or (ii) sixty (60) days after the Option holder’s termination of employment or termination of service with the Purchaser and its “affiliates” (within the meaning of the Plan)).

3.     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 first anniversary of the Closing Date (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 (as such term is defined in the Merger Agreement) (the “Escrow Shares”) that are not released from the Escrow Account (as such term is defined in the Merger Agreement) (the “Escrow Account”) to the Exchange Agent (as such term is defined in the Merger Agreement) (the “Escrow Agent”) for distribution to Company stockholders and warrantholders as of immediately prior to the Transaction Effective Time (“Company Holders”), net of the number of Escrow Shares retained for Pending Claims (as such term defined in the Merger Agreement) (“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 on the Closing Date (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 the Merger Agreement, to the Purchaser for distribution to Company Holders () bears to the aggregate number of Escrow Shares that were retained for Pending Claims. The period of exercisability of an Adjusted Option, including the Reserved Portion, shall not be extended.

4.     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 Plan shall be deemed to refer to the Purchaser and (ii) the aggregate number of awards permitted to be issued or granted under the Plan shall be adjusted to an amount equal to (A) the aggregate number of shares of Stock subject to awards permitted to be issued or granted under the Plan immediately prior to the Transaction Effective Time multiplied by (B) the Exchange Ratio.

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5.      Effective as of the Transaction Effective Time, the Company hereby assigns and delegates to the Purchaser, and the Purchaser hereby accepts and assumes all of the rights, responsibilities and liabilities of the Company under the Plan, and the Purchaser hereby agrees to be bound by all of the terms, provisions, limitations and conditions of the Plan to the same extent as if it had been an original party thereto and had executed an identical plan. From and after the Transaction Effective Time, participants in the Plan may only look to the Purchaser (and not the Company) for any matter relating to their Options or any other matters arising under, related to or in connection with the Plan.

6.      No further Awards will be issued under the Plan after the Transaction Effective Time.

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IN WITNESS WHEREOF, the Company and the Purchaser have caused this Agreement to be executed as of the date first written above.

GLORI ENERGY INC. (F/K/A GLORI
ACQUISITION CORP.)
By	/s/ Stuart Page
Name:	STUART PAGE
Title:	PRESIDENT & CEO
GLORI ENERGY TECHNOLOGY INC.
By	/s/ Stuart Page
Name:	STUART PAGE
Title:	PRESIDENT & CEO

Signature page to Assignment and Assumption Agreement to

Glori Oil Limited 2006 Stock Option and Grant Plan

EX-10.16

FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of April 14, 2014 between Glori Energy Inc., a Delaware corporation, formerly known as Glori Acquisition Corp. (the “Company”), and [_________] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Bylaws and Certificate of Incorporation of the Company require or authorize indemnification of the directors and officers of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws and Certificate of Incorporation of the Company and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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WHEREAS, Indemnitee does not regard the protection available under the Company’s Bylaws, Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

WHEREAS, Indemnitee may have certain rights to indemnification and/or insurance provided by a principal stockholder of the Company which Indemnitee and such stockholder intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or officer after the date hereof, the parties hereto agree as follows:

1.           Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a)          Proceedings Other Than Proceedings by or on Behalf of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or on behalf of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.

(b)          Proceedings by or on Behalf of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or on behalf of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company, unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

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(c)          Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

2.            Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or on behalf of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3.            Contribution.

(a)          Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b)          Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

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(c)          The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

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

4.           Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

5.            Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.

6.            Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

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(a)          To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including such documentation and information as is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification and is reasonably available to Indemnitee. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.

(b)          Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors, even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.

(c)          If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected by the Board with prompt notice of such selection being delivered to the Indemnitee. Indemnitee may, within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Person so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Person selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the court shall designate, and the Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

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(d)          In making a determination with respect to entitlement to indemnification hereunder, the Persons making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including any failure by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e)          Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f)          If the Persons empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the Persons making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(g) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat.

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(g)          Indemnitee shall cooperate with the Persons making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Persons upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Persons making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h)          The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

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

7.            Remedies of Indemnitee.

(a)          In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within 10 days after receipt by the Company of a written request therefor or (v) payment of indemnification is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)          In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

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(c)          If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)          In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his behalf, in advance, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery.

(e)          The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within 10 days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.

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

8.            Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a)          The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation of the Company, the Bylaws of the Company, any agreement, a vote of stockholders, a resolution of directors of the Company or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

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(b)          To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such Person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c)          The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by a stockholder of the Company and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors and each of them are express third party beneficiaries of the terms of this Section 8(c).

(d)          Except as provided in Section 8(c), in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(e)          Except as provided in Section 8(c), the Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(f)          Except as provided in Section 8(c), the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

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9.           Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a)          for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above; or

(b)          for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar provisions of state statutory law or common law; or

(c)          in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10.         Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and for a period of ten years after the end thereof and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11.         Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.

12.         Enforcement.

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

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(b)          This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c)          The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13.         Definitions. For purposes of this Agreement:

(a)          “Corporate Status” describes the status of a person who is or was a director, officer, partner, trustee, member, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, limited liability company, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

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

(c)          “Enterprise” means the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, partner, trustee, member, employee, agent or fiduciary.

(d)          “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

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(e)          “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

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

(g)          “Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or on behalf of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or her or of any inaction on his or her part while acting in his or her Corporate Status; in each case whether or not he is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.

14.         Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15.         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 both parties. 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 the 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.

16.         Third Parties. Except as expressly provided herein, nothing contained in this Agreement shall create any rights in, or be deemed to have been executed for the benefit of, any Person other than the parties hereto and, (a) with respect to the Company, its successors and permitted assigns, and (b) with respect to Indemnitee, Indemnitee's estate, heirs, executors and successors.

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17.         Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

18.         Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (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) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(i)          To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(ii)         To the Company at:

4315 South Drive
Houston, Texas 77053
Attention: Stuart M. Page
Facsimile: (713) 237-8585

With a copy which shall not constitute notice to:

Fulbright & Jaworski LLP

1301 McKinney, Suite 5100

Houston, TX 77010-3095

Attention: Charles Powell

Facsimile: (713) 651-5246

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

19.         Assignment. This Agreement and all obligations of the Company and Indemnitee are personal to such party and may not be transferred or delegated by such party at any time; provided that the Company may assign its rights and obligations under this Agreement pursuant to a sale of all or substantially all of the assets of the Company.

20.         Interpretation. The titles, subtitles and headings 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; and (d) the term “or” means “and/or”.

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21.         Other Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the parties or any of the obligations under any other agreement between the parties or any certificate or instrument executed by the parties, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the parties or any of the obligations of the parties.

22.         Counterparts; Facsimile. This Agreement may 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 Agreement.

23.         Governing Law; Jurisdiction. 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 Delaware, without regard to its conflict of laws principles that would result in the application of any law other than the law of the State of Delaware. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) agree that to the extent Indemnitee is not otherwise subject to service of process in the State of Delaware, Indemnitee irrevocably appoints the Company as its agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon Indemnitee personally within the State of Delaware, and that the Company’s address for such purpose is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

24.         Prior Indemnification Agreements. From and after the date hereof, this Agreement supersedes and replaces in all respects any and all prior indemnification agreements, if any, between Indemnitee and the Company. For the avoidance of doubt, such prior indemnification agreements, if any, shall remain in full force and effect with respect to events or circumstances occurring prior to the date hereof.

Signature Page Follows

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

GLORI ENERGY INC.

By:

Name: Stuart Page

Title: Chief Executive Officer

INDEMNITEE

Address:

Signature Page to Indemnification Agreement

EX-10.17

GLORI ENERGY INC.
(f/k/a Glori Acquisition Corp.)

DIRECTOR’S AGREEMENT

THIS DIRECTOR’S AGREEMENT (“Agreement”) is executed on [________], 2014 (the “Effective Date”), by and between Glori Energy Inc. (f/k/a Glori Acquisition Corp.), a Delaware corporation (“Company”), and [_______] (“Director”).

WITNESSETH:

In consideration of the mutual covenants set forth herein, the parties do hereby agree as follows:

1.          Appointment as Director. Director has been elected, and hereby accepts his or her election, to the Board of Directors (“Board”) of the Company. Director will use his or her reasonable efforts to participate fully in all Board activities including Board meetings and calls, as well as meetings and calls of Board committees of which Director is a member. Director may at any time and for any reason resign from the Board. This Agreement shall not be deemed an employment contract between the Company and Director.

2.          Term. The term of this Agreement shall be from the effective date of this Agreement through the earlier of (a) Director’s resignation from the Board, (b) the conclusion of the Director’s term of service, or (c) Director’s removal from the Board. The Director’s term of service will last until his or her successor is elected, duly qualified and assumes the office of Director.

3.          Compensation. Director shall receive (i) an annual fee of $[_________] for each year, pro rata for each part of a year [and (ii) an annual option award for the purchase of [_________] shares of the Company’s common stock, $0.0001 par value, pursuant to the Glori Energy Inc. 2015 Long Term Incentive Plan (the “Plan”)], in each case, as adjusted from time to time in accordance with the Company's Bylaws. Director shall be entitled to no other compensation in consideration of his or her service as a director, except as otherwise determined by the Board.

4.          Indemnification; Insurance; and Expenses.

(a)         Director shall be indemnified pursuant to the Indemnification Agreement executed concurrently herewith between the Company and Director and pursuant to the Company's Certificate of Incorporation and Bylaws.

(b)         Reasonable business expenses, including but not limited to business travel expense (including, without limitation, the cost of attending board meetings and any meetings of committees of which Director is a member) shall be reimbursed to Director consistent with the Company’s travel and expense reimbursement policy.

(c)         The Company shall maintain directors and officers liability insurance in such amounts and coverage as shall be approved from time to time by the Board and agrees to maintain such coverage during the term of Director’s service hereunder.

5.          Confidential Information and Non-Disclosure. Director shall use all reasonable efforts to protect confidential information (“Confidential Information”) of the Company. Upon completion of Director’s term of service, Director shall use all reasonable efforts to return to Company or destroy all Confidential Information furnished by Company whether in written or electronic format.

6.          Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

[Signature Page Follows]

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The parties hereto have executed this contract effective the day and year first written above.

GLORI ENERGY INC.
By:
Name:	Stuart Page
Title:	Chief Executive Officer
DIRECTOR:
[_____________]

Signature Page to Director’s Agreement

EX-10.18

TERMINATION AND RELEASE AGREEMENT

THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made as of the date set forth on the signature page hereto by the undersigned holder of options to acquire capital stock of Glori Energy Inc., a Delaware Corporation (including any successor entity thereto, “Glori”), named on the signature page hereto (“Option Holder”) for the benefit of each of Glori Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Company”), Glori and Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement as the INXB Representative (the “INXB Representative”).

RECITALS

WHEREAS, the Company entered into that certain Merger and Share Exchange Agreement, dated as of January 8, 2014 (as amended from time to time, the “Merger Agreement”), 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;

WHEREAS, pursuant to the Merger Agreement, subject to the terms and conditions thereof, the Parent will merge with and into the Company, with the Company continuing as the surviving entity (the “Redomestication Merger”), and immediately thereafter Merger Sub will merge with and into Glori, with Glori continuing as the surviving entity (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, at the Closing, each option (a “Glori Option”) to purchase shares of common stock, par value $0.0001 per share, of Glori (“Glori Common Stock”) will be assumed by the Company and converted into an option (an “Adjusted Option”) to purchase shares of common stock, par value $0.0001 per share (after giving effect to the Redomestication Merger), of the Company (an “Company Common Stock”), with the number of shares of stock that can be acquired under each Adjusted Option and the exercise price of such options revised based on the exchange ratio of shares of Glori Common Stock for shares of Company Common Stock implied by the merger consideration payable at the Closing;

WHEREAS, it is a condition to the Merger Agreement that in order to receive an Adjusted Option in exchange for a Glori Option, each holder of a Glori Option must deliver an executed copy of this Agreement to the Company; and

WHEREAS, in view of the foregoing and the valuable consideration to be received by Option Holder thereunder, including the issuance of Adjusted Option to Option Holder, the Company, Glori and Option Holder desire to enter into this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Option Holder hereby agrees as follows:

1

AGREEMENT

1.           Option Holder’s Representations and Warranties. Option Holder hereby represents and warrants to the Company and Glori as of the date of this Agreement and as of the date of the Closing that the information set forth on Exhibit A is true and correct and that:

1.1           Ownership. Option Holder holds of record and owns beneficially good and marketable title, free and clear of all title defects, security interests, pledges, options, claims, liens, encumbrances and restrictions of any nature whatsoever (including collateral security arrangements and other title or interest retaining agreements) to the Glori Options listed as held by Option Holder on Exhibit A hereto, except restrictions imposed by the Glori Energy Inc. 2006 Stock Option and Grant Plan (as assumed by the Company and amended after the Closing in accordance with the terms hereof, the “Glori Stock Plan”), the applicable grant agreements for such Glori Options and by applicable securities laws, and Option Holder has not entered into any agreement to transfer, assign or otherwise dispose of such Glori Options. The Option Holder holds no other options or rights to purchase shares of Glori capital stock under any plan, award, grant or agreement, and hereby waives and releases any rights he or she may have to be issued any additional Glori Options or to purchase or receive shares of Glori capital stock.

1.2           Enforceability; No Conflicts. This Agreement has been duly and validly executed and delivered by Option Holder and constitutes the legal, valid and binding obligation of Option Holder, enforceable against Option Holder in accordance with its terms. Option Holder has the full right, power, authority and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder. The execution, delivery and performance of this Agreement by Option Holder and the consummation of the transactions contemplated hereby will not result in a breach of, or constitute a default under, or give rise to any right or cause of action under, any contractual obligations of Option Holder or any applicable law.

2.           Acknowledgement and Consent.

2.1           Option Holder hereby acknowledges that, upon the Closing, any outstanding unexercised Glori Option owned by Option Holder will be assumed by the Company and shall be converted into an Adjusted Option of the Company, subject to the terms and conditions that applied to the Glori Options prior to the Closing (subject to this Section 2), including the same vesting schedule as the Glori Options (and no unvested Glori Options shall have their vesting accelerated as a result of the Closing), except that as of the Closing:

(a)          the Adjusted Option shall be exercisable for that number of whole shares of Company Common Stock (rounded down to the nearest whole share) equal to the product of the number of shares of Glori Common Stock subject to such Glori Option multiplied by the Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of Company Common Stock (rounded up to the nearest whole cent) equal to the quotient of (i) the exercise price per share of Glori Common Stock of such Glori Option, divided by (ii) the Exchange Ratio; provided, that the exercise price and/or the number of shares of Company 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 Internal Revenue Code of 1986, as amended (the “Code”); and provided, further, that in the case of Glori 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 Company 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;

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(b)          Adjusted Options will not be exercisable prior to the earlier to occur of (i) the one (1) year anniversary of the Closing or (ii) sixty (60) days after the Option Holder’s termination of employment or termination of service with the Purchaser and its “affiliates” (within the meaning of the Glori Stock Plan); and

(c)          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 (as defined in the Merger Agreement), (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 (as defined in the Merger Agreement) that are not released from the Escrow Account (as defined in the Merger Agreement) to the Exchange Agent (as defined in the Merger Agreement) for distribution to Company stockholders and warrantholders (“Company Holders”), net of the number of Escrow Shares retained for Pending Claims (as defined in the Merger Agreement), 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 the Merger Agreement, to the Company for distribution to Company Holders) bears to the aggregate number of Escrow Shares that were retained for Pending Claims.

2.2           Option Holder further acknowledges that at the Closing: (i) the Glori Stock Plan will be automatically assumed by the Company and amended so that (A) all references to Glori (including any references relating to a “Sale Event” involving Glori) in the Glori Stock Plan and in each agreement evidencing any outstanding award of Glori Options shall be deemed to refer to the Company and (B) the aggregate number of awards permitted to be issued or granted under the Glori Stock Plan shall be adjusted to an amount equal to (I) the aggregate number of awards permitted to be issued or granted under the Glori Stock Plan immediately prior to the Closing multiplied by (II) the Exchange Ratio; and (ii) Option Holder’s option award agreements (the “Option Agreements”) with respect to the Glori Options will be automatically assumed by the Company and amended to reflect the changes to the Glori Options and the Glori Stock Plan that apply to the Adjusted Options as described herein.

2.3           Subject to Section 3 below, Option Holder hereby consents to the matters described in this Section 2, including (i) the conversion of his or her unexercised Glori Options at the Closing in exchange for Adjusted Options, (ii) the assignment of the Glori Stock Plan to the Company and the amendment of the Glori Stock Plan and (iii) the assignment of the Option Agreements to the Company and the amendment of the Option Agreements, and surrenders, effective at the Closing, all of the Glori Options held by Option Holder in exchange for the Adjusted Options in accordance with this Agreement. Option Holder hereby further acknowledges that from and after the Closing, Option Holder shall have no rights with respect to Glori in connection with Option Holder’s Glori Options, the Option Agreements or the Glori Stock Plan and will have no right to acquire any equity securities of Glori.

3

3.           Termination of this Agreement. This matters described in Section 2 are subject to the consummation of the Closing, and certain conditions must be satisfied prior to the consummation of the Closing. If the Closing does not occur, then Option Holder’s Glori Options will not be converted, will remain in full force and effect pursuant to their terms, and will not be affected or modified in any respect. In the event that the Merger Agreement is terminated prior to the Closing for any reason, this Agreement shall terminate and be of no further force or effect (including the releases contained in Section 5 below) and Option Holder’s rights under the Glori Options shall remain subject to all of the provisions of the Glori Stock Plan and the Option Agreements.

4.           Prohibition on Transfer. Notwithstanding any provisions of the Glori Stock Plan or the Option Agreements, and without limiting any restrictions set forth therein, Option Holder hereby covenants and agrees that he or she will not sell, assign, transfer, pledge, hypothecate or otherwise encumber or permit any encumbrance to exist on any of Option Holder’s Glori Options from and after the date of this Agreement until the earlier of the Closing or the termination of the Merger Agreement. Any sale, assignment, transfer, pledge, hypothecation or other lien in violation of this Section 4 shall be null and void ab initio.

5.           Release and Covenant Not to Sue. Subject to Sections 3, 6.2 and 6.11, by execution and delivery of this Agreement and acceptance of the Adjusted Options specified above, effective upon the Closing, Option Holder, on behalf of himself or herself and any of his or her successors, assigns, heirs and affiliates, 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 Option 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 with respect to Option Holder’s employment by Glori or its subsidiaries, such release excludes any claims related to the right of Option Holder 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. Option Holder warrants and states to the Glori that Option Holder either (i) has received full and complete instruction and advice from Option Holder’s counsel and attorneys with regard to the release contained in this Section 5, and having considered such advice and counsel, Option Holder hereby waives and relinquishes any rights and benefits which Option Holder may have to the full extent that Option Holder may lawfully waive all such rights and benefits, or (ii) has on his or her own elected not to consult with his or her counsel and attorneys, and hereby waives and relinquishes any rights and benefits which Option Holder may have to the full extent that Option Holder may lawfully waive all such rights and benefits. Option Holder waives the benefit of any statute or rule of law, which, if applied to the foregoing, would otherwise exclude from its binding effect any claim not known by Option Holder on the date of execution of this Agreement or on the date of the Closing. From and after the Closing, Option 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 Option Holder may have under this Agreement or the terms and conditions of the Merger Agreement.

6.           Miscellaneous.

6.1           Assignment. This Agreement and all obligations of each Option Holder are personal to Option Holder and may not be transferred or delegated by Option 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 Option 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.

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6.2           Other Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Company, Glori or the INXB Representative or any of the obligations of Option Holder under any other agreement between Option Holder and the Company, Glori or the INXB Representative or any certificate or instrument executed by Option Holder 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 Option Holder under this Agreement.

6.3           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 6.6. Nothing in this Section 6.3 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 6.3.

6.4           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.

5

6.5           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”.

6.6           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):

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

6

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 Option Holder, to the address of Option Holder as set forth under Option Holder’s name on the signature pages hereto.

6.7           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 all of the parties hereto. 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.

6.8           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.

6.9           Specific Performance. Option Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Option 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 Option 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 Option 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.

6.10         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. Each of the parties acknowledge and agree that the INXB Representative shall be entitled to bring a claim on behalf of the Company or Glori under this Agreement to enforce the terms hereof.

6.11         Entire Agreement. This Agreement 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).

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IN WITNESS WHEREOF, the undersigned Option Holder has executed this Termination and Release Agreement as of the date first written above.

Option Holder:

By:

Print Name:

Date Signed:

Address for Notice:

Facsimile:

Email:  

[Signature Page to Termination and Release Agreement]

Exhibit A

Glori Option Summary

Name of Option Holder:

Date of Option Grant Number of Shares Exercise Price Per Share

EX-21.1

Subsidiaries

Subsidiary	Jurisdiction  of  Organization	Authorized  Equity	Outstanding Equity	Tax  Treatment
Glori Holdings Inc.	Delaware	10,000 shares of Common Stock	Glori Energy Inc. – 10,000 shares of Common Stock	Corporation
Glori Oil (Argentina) Limited	Delaware	10,000 shares of Common Stock	Glori Energy Inc. – 1,000 shares of Common Stock	Corporation
Glori California Inc.	Delaware	1,000 shares of Common Stock	Glori Energy Inc. – 1,000 shares of Common Stock	Corporation
Glori Canada Ltd.	Alberta	Unlimited Common Shares	Glori Energy Inc. – 100%	Corporation*
Glori Oil S.R.L.**	Republic of Argentina	N/A – expressed in terms of ownership percentage	Glori Oil (Argentina) Limited – 97.62% Glori Energy Inc. = 2.38%	Corporation *
ООО Глори Энерджи***	Russian Federation	N/A – expressed in terms of ownership percentage	Glori Energy Inc. – 100%	Corporation*

* Taxable entity in the applicable foreign jurisdiction (not a pass-through).

** Glori Oil S.R.L. does not conduct any business and is in the process of being dissolved.

*** ООО Глори Энерджи is a newly formed entity that has not yet begun operations.

1. The Company has entered into a non-binding Term Sheet with JVP Management Ltd. to form a new Russian joint venture company, which will be a separate entity from the Company’s existing Russian subsidiary, ООО Глори Энерджи. However, the new JV entity has not yet been formed, and no agreements have been entered into between JVP Management Ltd. and the Company or its Affiliates in connection with the proposed JV (other than the Term Sheet).

EX-23.5

Collarini Associates 3100 Wilcrest Drive, Suite 140 Houston, Texas 77042 Tel. (832) 251-0160 www.collarini.com

February 21, 2014

Mr. Victor Perez

Glori Holdings Inc.

4315 South Drive

Houston, Texas 77053

Dear Mr. Perez:

We hereby consent to the references to our firm in the form and context in which they appear in this Registration Statement on Form S-4 of Glori Acquisition Corp. and the related prospectus that is a part thereof. We hereby further consent to the use in such Registration Statement and related prospectus of information contained in our report, dated January 1, 2014, relating to certain leasehold and royalty interests of Glori Holdings Inc. in and related to Shuck Field, Etzold Unit, located in Seward County, Kansas. We hereby further consent to the inclusion of the aforementioned report as an exhibit to such Registration Statement.

Very truly yours,

COLLARINI ASSOCIATES

Mitch Reece, P.E.

President

MCR/ldp

Collarini Engineering Inc.

Texas Board of Professional Engineers Registration F-5660

EX-23.6

	Collarini Associates
	3100 Wilcrest Drive, Suite 140
	Houston, Texas  77042
	Tel.  (832) 251-0160
	www.collarini.com

April 4, 2014

Mr. Victor Perez

Glori Holdings Inc.

4315 South Drive

Houston, Texas 77053

Dear Mr. Perez:

We hereby consent to the references to our firm in the form and context in which they appear in this Registration Statement on Form S-4 of Glori Acquisition Corp. and the related prospectus that is a part thereof. We hereby further consent to the use in such Registration Statement and related prospectus of information contained in our report, dated January 1, 2014, relating to certain leasehold and royalty interests of Glori Holdings Inc. in and related to Shuck Field, Etzold Unit, located in Seward County, Kansas. We hereby further consent to the inclusion of the aforementioned report as an exhibit to such Registration Statement.

Very truly yours,

COLLARINI ASSOCIATES

Mitch Reece, P.E.

President

MCR/ldp

Collarini Engineering Inc.

Texas Board of Professional Engineers Registration F-5660

EX-23.7

WILLIAM M. COBB & ASSOCIATES, INC.

Worldwide Petroleum Consultants

12770 Colt Road, Suite 907	(972) 385-0354
Dallas, Texas 75251	Fax:  (972) 788-5165
	E-Mail:  office@wmcobb.com

April 4, 2014

Glori Energy Inc.

4315 South Drive

Houston, Texas 77053

Re: Glori Energy Inc., Registration Statement on Form S-4

Gentlemen:

The firm of William M. Cobb & Associates, Inc. consents to the use of its name and to the use of its projections for Glori Energy Inc.’s Proved Reserves and Future Net Revenue in Glori’s Registration Statement on Form S-4.

William M. Cobb & Associates, Inc. has no interests in Glori Energy Inc. or in any affiliated companies or subsidiaries and is not to receive any such interest as payment for such reports and has no director, officer, or employee otherwise connected with Glori Energy Inc. Glori Energy Inc. does not employ us on a contingent basis.

Sincerely,

WILLIAM M. COBB & ASSOCIATES, INC.

Texas Registered Engineering Firm F-84

/s/ Frank J. Marek, P.E.

Frank J. Marek, P.E.

President

/s/ M. Fred Duewall, P.E.

M. Fred Duewall, P.E.

Senior Vice President

MFD:ar

M/Glori S-4 031914

EX-99.1

	Forecast of Production and Reserves
	in and related to
	Shuck Field, Etzold Unit
	located in Seward County, Kansas
	for
	Glori Holdings Inc.
	January 1, 2013
	Collarini Associates

	Collarini Associates
	3100 Wilcrest Drive, Suite 140
	Houston, Texas  77042
	Tel.  (832) 251-0160
	www.collarini.com

April 25, 2013

Mr. Victor Perez

Glori Holdings Inc.

4315 South Drive

Houston, Texas 77053

Dear Mr. Perez:

In accordance with your request, Collarini Associates (Collarini) has estimated the proved reserves and future revenue, as of January 1, 2013, to the interest of Glori Holdings Inc. (Glori) in and related to the Shuck Field, Etzold Unit, located in Seward County, Kansas. This report is based on SEC guideline pricing and unescalated costs as set forth herein. The estimate of proved reserves and the future revenue therefrom conform to all standards and definitions promulgated in Section 210.4-10 of Regulation S - X issued by the Securities and Exchange Commission in November 1988 and amended in December 2008. Estimates of probable and possible reserves and the future revenue therefrom are optional by Regulation S - X, and are not included herein at your request. It is estimated these volumes represent 100% of Glori’s total proved reserves.

As presented in the accompanying detailed projections by reservoir and by reserve category, we estimate the net reserves and future net income to Glori's interest, as of January 1, 2013, to be:

	Net Remaining Reserves				Future Net Income (M$)
Reserve	Oil		Gas				Present
Category	(MBO)		(MMCF)		Undiscounted		Worth at 10%
Proved
Producing		28		0		462		394
Behind Pipe		75		0		2,700		1,479
Total Proved		103		0		3,162		1,873

Oil volumes are generally expressed in thousands of stock tank barrels (MBO), where one barrel is equivalent to 42 United States gallons.

The reserves and future income shown in this report are related to reservoirs which were identified by Glori Holdings Inc. The estimates do not include any value which might be attributable to additional reservoirs or untested acreage in which Glori Holdings Inc. may also hold an interest.

Net sales, as defined in this report, are before deducting production taxes. Net income is after deducting these taxes, and after deducting future capital costs and operating expenses, but before consideration of federal income taxes. The future net income has also been shown discounted at ten percent to determine its present worth. This present worth is included to indicate a time value of money. This should not be construed as representing the market value of the property. Our estimates of future cash flows do not include abandonment costs, but do include estimates of all costs required to recover reserves including drilling and recompletions.

Glori Holdings Inc.

April 25, 2013

Page Two

Reserves in this report were estimated using all applicable engineering and geological data available such as, but not limited to, historic production volumes, initial flow test information, flowing tubing pressures, shut-in tubing pressures, bottom hole pressures, repeat formation test data, pressure-volume-temperature fluid analysis, geological well logs, sidewall core analysis, and whole core analysis at the time the report was conducted.

The reserve volumes and their respective classifications and categorizations were estimated by performance methods, volumetric methods, analogy, or combination of methods. Performance methods generally included decline curve analysis and material balance analysis where representative data was available. Volumetric estimated generally included a combination of geological and engineering interpretations, while analogy methods included reserve estimates from historical performance of similar wells and reservoirs in the field or nearby fields.

Proved reserve classifications were determined based on the “reasonable certainty” of recovering the estimated volumes or more. The proved reserve categorizations were based on the stage of maturity and development of the respective proved reserves.

Based on gross oil equivalent barrels, approximately 100 percent of Glori’s proved reserves are located in the Shuck Field, Seward County, Kansas, USA. Glori’s reserves are 100 percent developed.

Glori’s proved reserves are 27% proved producing, and 73% non-producing. All of the proved producing reserves were estimated by volumetric methods, supported by performance methods. The proved non-producing reserves were estimated by a combination of performance and volumetric methods. These estimates are based on gross oil equivalent barrels that Glori holds an interest in.

For the proved producing reserves, each well’s current production was compared to historical production and a decline curve was established in addition to support from the volumetric analysis. For the non-producing reserves, a volumetric estimate was determined and compared with existing production trends to establish reserves for each well.

Hydrocarbon prices used in this report are based on SEC price parameters using the average prices received on the first of each month during the 12-month period prior to the ending date of the period covered in this report, determined as an unweighed arithmetic average of the first-day-of-the-month price for each month within such period. The product prices used to determine future gross revenue for each field were determined by applying benchmark pricing as described above then adjusted by “differentials” only to the extent provided by SEC guidelines. These “differentials” generally adjust the benchmark prices on a field by field basis to account for product quality, transportation, and marketing. The “differentials” were calculated by Glori. Collarini accepted the “differentials” as factual data and did not confirm the accuracy of these adjustments.

Pricing used in this report represent an SEC guideline price of $94.71 for WTI at Cushing, Oklahoma. These prices were then adjusted for light oil gravity and transportation differentials of minus $6.21.

Glori Holdings Inc.

April 25, 2013

Page Three

Operating costs were provided by Glori Holdings Inc. Collarini could not audit or confirm the accuracy of these expenses. These current expenses are held constant through the life of the property. These costs include processing fees where applicable.

Collarini Associates utilized all data, appropriate methods and procedures deemed necessary to conduct and finalize this report to conform to all standards and definitions promulgated in Section 210.4-10 of Regulation S – X issued by the Securities and Exchange Commission in November 1988 and amended in December 2008.

The reserves presented in this report are estimates only and should not be construed as being exact quantities. They may or may not be recovered, and if recovered, the revenues, costs, and expenses therefrom may be more or less than the estimated amounts. Because of governmental policies, uncertainties of supply and demand, and international politics, the actual sales rates and the prices actually received for the reserves, as well as the costs of recovery, may vary from those assumptions included in this report. Also, estimates of reserves may increase or decrease as a result of future operational decisions, mechanical problems, and the price of oil and gas.

All reserve estimates have been performed in accordance with sound engineering principles and generally accepted industry practice. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering data, and all conclusions represent only informed professional judgments.

A visual inspection of the properties themselves was not considered necessary for the purpose of this report. No assessment of compliance with environmental regulations or future liability for site remediation was made. We are independent consultants; we do not own any interest in this property and are not employed contingent upon the value of this property. All engineering calculations and basic data used in the analysis are maintained on file in our office and are available for review.

Mr. Mitchell C. Reece was the technical person primarily responsible for overseeing the reserves audit. Mr. Reece attended Texas A&M University, and graduated in 1979 with a Bachelor of Science Degree in Petroleum Engineering. He is a Registered Professional Engineer in the State of Texas, United States of America, and has in excess of 30 years experience in petroleum engineering studies and evaluations.

Very truly yours,

COLLARINI ASSOCIATES

/s/ Mitch Reece

Mitch Reece, P.E.

President

MCR/tlp

Collarini Engineering Inc.

Texas Board of Professional Engineers Registration F-5660

RESERVE DEFINITIONS

SEC PARAMETERS¹

RESERVES

Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph above: Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

DEVELOPED OIL AND GAS RESERVES  are reserves of any category that can be expected to be recovered:

(i)  Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and

(ii)  Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

UNDEVELOPED OIL AND GAS RESERVES  are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i)  Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii)  Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii)  Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in Analogus Reservoirs below, or by other evidence using reliable technology establishing reasonable certainty.

¹ As per Section 210.4-10 of SEC Regulation S-X dated November 1988 and as amended December 29, 2008.

RESERVE DEFINITIONS

SEC PARAMETERS (Cont.)¹

PROVED OIL AND GAS RESERVES

Proved Reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i)  The area of the reservoir considered as proved includes:

(a)  The area identified by drilling and limited by fluid contacts, if any, and

(b)  Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii)  In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii)  Where direct observation from well penetrations has defined a highest-known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv)  Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(a)  Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(b)  The project has been approved for development by all necessary parties and entities, including governmental entities.

(v)  Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

¹ As per Section 210.4-10 of SEC Regulation S-X dated November 1988 and as amended December 29, 2008.

RESERVE DEFINITIONS

SEC PARAMETERS (Cont.)¹

Reasonable certainty If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

Reliable technology  Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Deterministic estimate  The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

Probabilistic estimate  The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

Analogous Reservoir  Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares the following characteristics with the reservoir of interest:

(i) Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

(ii) Same environment of deposition;

(iii) Similar geological structure; and

(iv) Same drive mechanism.

Instruction to Analogous reservoir:  Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

Proved Producing Reserves are those reserves which are expected to be recovered from existing completion intervals open at the time of the estimate and producing in existing wells.

Proved Nonproducing Shut-In Reserves are those reserves which are expected to be recovered from existing completion intervals open at the time of the estimate, but which had not started producing, or were shut in for market conditions or minor pipeline connection.

Proved Nonproducing Behind Pipe Reserves are those reserves which are expected to be recovered from zones behind casing in existing wells, which will require additional completion work or a future recompletion prior to the start of production.

¹ As per Section 210.4-10 of SEC Regulation S-X dated November 1988 and as amended December 29, 2008.

SHUCK FIELD, ETZOLD UNIT

Seward County, Kansas

BACKGROUND

The Shuck Field, Etzold Unit, is located in the southwest portion of Kansas in Seward County. Anadarko originally developed the field and initiated a waterflood from 1989 to 2002. Merit was assigned the field in 2005. Merit then offered Glori Holdings Inc. the opportunity to acquire Merit's interest in the northern portion of the field in return for assuming field liability and a 7.5% royalty interest. Surface equipment has been replaced due to deterioration or prior removal. There are currently six wells producing and six injection wells. In December oil production was 611 BOPM and 61,419 BWPM from six wells. In 2012, Glori Holdings Inc. purchased the south portion of the Etzold Unit and plans to initiate production from two wells with one or two injection wells. Glori Holdings Inc. has a 100% gross working interest and 80.0% net revenue interest in the unit, including the royalty reduction

Redevelopment of the field is divided into three phases. Phase 1 has been completed with two producing wells and three injection wells. With the success of Phase 1, Phase 2 was started in 2012 and has four wells producing and three injection wells. At this time, there is in excess of 4,500 MBW of unproduced injection water in the reservoir. The reservoir has recovered 2 MMBO under primary and secondary recovery.

GEOSCIENCE

The Shuck Field, Etzold Unit consists of the Lower Chester Sand and several stray sands. The Lower Chester Sand is of Mississippian Age and equivalent to the Morrow formation. The field is located on a north-south channel axis. Several large fields are also along this axis. Permeability varies vertically, indicating that there could be significant by-passed reserves.

ENGINEERING

Gross proved reserves of 128 MBO are estimated to remain as of January 1, 2013, for Phases 1, 2, and 3. Of these, 35 MBO are in the producing category and 93 MBO are behind pipe. These reserves were determined by pore-volume analysis and performance. The Phase 1 and Phase 2 wells are being carefully monitored due to unknown water levels and the dispersion of the water across the reservoir.

Operating expenses for Phase 1 wells are $29,855 per month, Phase 2 wells are $41,040 per month, and Phase 3 expenses are estimated to be $29,855 per month. All of these expenses were provided by Glori Holdings Inc. These operating expenses include the operating costs of the facilities and injection wells. The oil price was based on 2012 actuals, .and was decreased by $6.21 compared to WTI crude at Cushing, Oklahoma SEC calculated price of $94.71. Transportation costs are also included in this differential, which was based on 2012 actuals. Capital expenses for Phase 3 of $720,000 are included for all necessary workovers, facilities, and flowlines. Abandonment costs were assumed to be equal to salvage value.

Effective January 1, 2013

GLORI HOLDINGS INC.

Total Field Reserves

Ranked by 1/1/13 Reserve Category and NPW at 10 %

		Production								Net		Prod.		Oper.		Exp & Cap		Net		NPW		Cum
	Res.	8/8ths		8/8ths		Net		Net		Sales		Tax		Exp.		Invest		Income		@10%		NPW
Field	Cat.	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		M$		M$		M$		M$		M$		(M$)		(M$)
SHUCK FIELD	PDP		35		0		28		0		2,481		199		1,821		0		462		394		394
Total Proved Producing			35		0		28		0		2,481		199		1,821		0		462		394
SHUCK FIELD	PDBP		93		0		75		0		6,605		528		2,655		721		2,700		1,479		1,873
Total Proved Behind Pipe			93		0		75		0		6,605		528		2,655		721		2,700		1,479
Total Proved			128		0		103		0		9,086		727		4,476		721		3,162		1,873

Collarini Associates 4/25/2013

GLORI HOLDINGS INC.

SHUCK FIELD

Total Reserves

Ranked by 1/1/13 Reserve Category and NPW at 10 %

				Production				Net	Prod.	Oper.	Exp & Cap	Net	NPW	Cum
			Res.	8/8ths	8/8ths	Net	Net	Sales	Tax	Exp.	Invest	Income	@10%	NPW
	Well	Reservoir	Cat.	(Mbbl)	(MMcf)	(Mbbl)	(MMcf)	M$	M$	M$	M$	M$	(M$)	(M$)
1	Etzold Unit North Well #2-1 (Phase 1)	Lower Chester Sand	PDP	29	0	23	0	2,050	164	0	0	1,886	1,509	1,509
2	Etzold Unit North Well #1-1 (Phase 1)	Lower Chester Sand	PDP	6	0	5	0	432	35	0	0	397	314	1,823
3	Etzold Unit North Well #2-3 (Phase 2)	Lower Chester Sand	PDP	0	0	0	0	0	0	0	0	0	0	1,823
4	Etzold Unit North Well #3-5 (Phase 2)	Lower Chester Sand	PDP	0	0	0	0	0	0	0	0	0	0	1,823
5	Etzold Unit North Well #3-2 (Phase 2)	Lower Chester Sand	PDP	0	0	0	0	0	0	0	0	0	0	1,823
6	Etzold Unit Well #1-6 (Phase 2)	Lower Chester Sand	PDP	0	0	0	0	0	0	0	0	0	0	1,823
7	Etzold Unit North Phase 2 LOE	Lower Chester Sand	PDP	0	0	0	0	0	0	0	0	0	0	1,823
8	Etzold Unit North Phase 1 LOE	Lower Chester Sand	PDP	0	0	0	0	0	0	1,821	0	-1,821	-1,429	394
	Total Proved Producing			35	0	28	0	2,481	199	1,821	0	462	394
1	Etzold Unit South Well #4-1 (Phase 3)	Lower Chester Sand	PDBP	54	0	44	0	3,852	308	0	215	3,328	2,128	2,522
2	Etzold Unit South Well #4-2 (Phase 3)	Lower Chester Sand	PDBP	39	0	31	0	2,753	220	0	215	2,317	1,490	4,011
3	Etzold Unit South Phase 3 LOE	Lower Chester Sand	PDBP	0	0	0	0	0	0	2,655	290	-2,945	-2,138	1,873
	Total Proved Behind Pipe			93	0	75	0	6,605	528	2,655	721	2,700	1,479
	Total Proved			128	0	103	0	9,086	727	4,476	721	3,162	1,873

Collarini Associates 4/25/2013

Collarini Associates 1/1/2012

GLORI HOLDINGS INC.

SHUCK FIELD, ETZOLD UNIT

Reserve Summary

			Gross Reserves		Net Reserves
		Reserve	Remaining 1/1/13		Remaining 1/1/13		*	Comments
Reservoir	Well #	Category	MBO	MMCF	MBO	MMCF
Lower Chester Sand	Etzold Unit North Well #1-1 (Phase 1)	PDP	6	0	5	0	V	96 ac-ft drainage
Lower Chester Sand	Etzold Unit North Well #2-1 (Phase 1)	PDP	29	0	23	0	V	173 ac-ft drainage
Lower Chester Sand	Etzold Unit North Well #1-6 (Phase 2)	PDP	0	0	0	0	V	Noncommercial
Lower Chester Sand	Etzold Unit North Well #2-3 (Phase 2)	PDP	0	0	0	0	V	Noncommercial
Lower Chester Sand	Etzold Unit North Well #3-2 (Phase 2)	PDP	0	0	0	0	V	Noncommercial
Lower Chester Sand	Etzold Unit North Well #3-5 (Phase 2)	PDP	0	0	0	0	V	Noncommercial
Total Proved Producing			35	0	28	0
Lower Chester Sand	Etzold Unit South Well #4-1 (Phase 3)	PDBP	54	0	44	0	V	200 ac-ft drainage
Lower Chester Sand	Etzold Unit South Well #4-2 (Phase 3)	PDBP	39	0	31	0	V	200 ac-ft drainage
Total Proved Behind Pipe			93	0	75	0
TOTAL PROVED RESERVES			128	0	103	0

* Reserve Methodology:

V = Volumetrics P = Performance

Collarini Associates Page 1 of 1 4/25/2013

GLORI HOLDINGS INC.

SHUCK FIELD, ETZOLD UNIT

Forecast of Expenditures

			Gross
			Amount
Well #	Reservoir	Date	2013 M$	Work Description
Etzold Unit South (Phase 3)	Lower Chester Sand	Feb-2014	207	Facilities and flowlines
Etzold Unit South Well #4-1 (Phase 3)	Lower Chester Sand	Feb-2014	215	Workover as producer
Etzold Unit South Well #4-2 (Phase 3)	Lower Chester Sand	Feb-2014	215	Workover as producer
Etzold Unit South Well #5-4 (Phase 3)	Lower Chester Sand	Feb-2014	83	Workover as injector
	Total		720

Collarini Associates  4/23/2013

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

GLORI HOLDINGS INC.

AS OF January 01, 2013

SEC Pricing
			Present Worth Profile
SHUCK FIELD			Mid-Year Discounting
Total	8.00	%		2,081.3	25.00	%	818.6
	10.00	%		1,872.8	30.00	%	604.6
Proved	12.00	%		1,684.1	35.00	%	434.7
	15.00	%		1,433.7	40.00	%	299.6
	20.00	%		1,089.5	50.00	%	105.7

Year			GROSS PRODUCTION						NET PRODUCTION						Oil		Gas		NGL
Ending	Gross														Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		4		8.1		0.0		0.00		6.5		0.0		0.00		88.50		2.76		0.00
2014		4		15.9		0.0		0.00		12.7		0.0		0.00		88.50		0.00		0.00
2015		4		23.7		0.0		0.00		18.9		0.0		0.00		88.50		0.00		0.00
2016		4		23.1		0.0		0.00		18.5		0.0		0.00		88.50		0.00		0.00
2017		4		21.8		0.0		0.00		17.4		0.0		0.00		88.50		0.00		0.00
2018		4		15.8		0.0		0.00		12.7		0.0		0.00		88.50		0.00		0.00
2019		2		14.7		0.0		0.00		11.8		0.0		0.00		88.50		0.00		0.00
2020		1		5.2		0.0		0.00		4.2		0.0		0.00		88.50		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	128.3	0.0	0.00	102.7	0.0	0.00	88.50	2.76	0.00
Cumulative	1,423.3	304.3	0.0
Ultimate	1,551.7	304.3	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		574.0		0.0		45.9		716.5		0.0		-188.5		-188.5		-179.5
2014		1,127.6		0.0		90.2		716.5		720.7		-399.9		-588.4		-556.0
2015		1,674.6		0.0		134.0		716.5		0.0		824.1		235.8		86.0
2016		1,633.6		0.0		130.7		716.5		0.0		786.4		1,022.1		641.6
2017		1,543.5		0.0		123.5		716.5		0.0		703.5		1,725.6		1,091.5
2018		1,121.2		0.0		89.7		388.1		0.0		643.4		2,369.0		1,463.8
2019		1,044.0		0.0		83.5		358.3		0.0		602.2		2,971.1		1,779.3
2020		367.6		0.0		29.4		147.4		0.0		190.8		3,161.9		1,872.8

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	9,086.0	0.0	726.9	4,476.4	720.7	3,161.9	3,161.9	1,872.8

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

GLORI HOLDINGS INC.

AS OF January 01, 2013

SEC Pricing
			Present Worth Profile
SHUCK FIELD			Mid-Year Discounting
Total	8.00	%		406.3	25.00	%	318.7
Proved Producing	10.00	%		394.1	30.00	%	298.8
	12.00	%		382.5	35.00	%	280.9
	15.00	%		366.0	40.00	%	264.7
	20.00	%		341.0	50.00	%	236.9

Year			GROSS PRODUCTION						NET PRODUCTION						Oil		Gas		NGL
Ending	Gross														Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		2		8.1		0.0		0.00		6.5		0.0		0.00		88.50		2.76		0.00
2014		2		7.5		0.0		0.00		6.0		0.0		0.00		88.50		0.00		0.00
2015		2		6.9		0.0		0.00		5.5		0.0		0.00		88.50		0.00		0.00
2016		2		6.3		0.0		0.00		5.1		0.0		0.00		88.50		0.00		0.00
2017		2		5.8		0.0		0.00		4.6		0.0		0.00		88.50		0.00		0.00
2018		2		0.5		0.0		0.00		0.4		0.0		0.00		88.50		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	35.0	0.0	0.00	28.0	0.0	0.00	88.50	2.76	0.00
Cumulative	1,056.9	117.0	0.0
Ultimate	1,092.0	117.0	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		574.0		0.0		45.9		358.3		0.0		169.8		169.8		161.6
2014		531.1		0.0		42.5		358.3		0.0		130.4		300.2		274.2
2015		486.7		0.0		38.9		358.3		0.0		89.5		389.7		344.2
2016		447.4		0.0		35.8		358.3		0.0		53.3		443.0		382.0
2017		409.1		0.0		32.7		358.3		0.0		18.1		461.2		393.7
2018		33.2		0.0		2.7		29.9		0.0		0.6		461.8		394.1

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	2,481.5	0.0	198.5	1,821.2	0.0	461.8	461.8	394.1

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #2-1 (Phase 1)
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 204.39 Mbbl	Oil EUR: 233.35 Mbbl
Proj Gas Cum: 33.36 MMcf	Gas EUR: 33.36 MMcf
Proj Wtr Cum: 1,015.19 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit North Well #2-1 (Phase 1)

Proved Producing

Lower Chester Sand

					Present Worth Profile
					Mid-Year Discounting
SEC Pricing			8.00	%		1,575.3	25.00	%	1,125.4
			10.00	%		1,509.4	30.00	%	1,030.7
	Initial	Final	12.00	%		1,447.5	35.00	%	948.3
Gross Working Interest	1.000000	1.000000	15.00	%		1,361.6	40.00	%	876.2
Net Revenue Interest	0.800000	0.800000	20.00	%		1,234.8	50.00	%	757.2

Year			GROSS PRODUCTION						NET PRODUCTION						Oil		Gas		NGL
Ending	Gross														Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		1		6.8		0.0		0.00		5.5		0.0		0.00		88.50		0.00		0.00
2014		1		6.2		0.0		0.00		5.0		0.0		0.00		88.50		0.00		0.00
2015		1		5.7		0.0		0.00		4.5		0.0		0.00		88.50		0.00		0.00
2016		1		5.2		0.0		0.00		4.1		0.0		0.00		88.50		0.00		0.00
2017		1		4.7		0.0		0.00		3.7		0.0		0.00		88.50		0.00		0.00
2018		1		0.4		0.0		0.00		0.3		0.0		0.00		88.50		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	29.0	0.0	0.00	23.2	0.0	0.00	88.50	0.00	0.00
Cumulative	204.4	33.4	0.0
Ultimate	233.3	33.4	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		483.2		0.0		38.7		0.0		0.0		444.5		444.5		423.2
2014		442.1		0.0		35.4		0.0		0.0		406.7		851.3		774.0
2015		401.4		0.0		32.1		0.0		0.0		369.3		1,220.6		1,062.3
2016		365.5		0.0		29.2		0.0		0.0		336.2		1,556.8		1,299.8
2017		330.9		0.0		26.5		0.0		0.0		304.4		1,861.2		1,494.5
2018		26.7		0.0		2.1		0.0		0.0		24.5		1,885.8		1,509.4

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	2,049.8	0.0	164.0	0.0	0.0	1,885.8	1,885.8	1,509.4

4/27/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #2-3 (Phase 2)
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 175.50 Mbbl	Oil EUR: 175.50 Mbbl
Proj Gas Cum: 29.55 MMcf	Gas EUR: 29.55 MMcf
Proj Wtr Cum: 425.08 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit North Well #2-3 (Phase 2)

Proved Producing

Lower Chester Sand

							Present Worth Profile
							Mid-Year Discounting
SEC Pricing					8.00	%		0.0	25.00	%	0.0
					10.00	%		0.0	30.00	%	0.0
	Initial		Final		12.00	%		0.0	35.00	%	0.0
Gross Working Interest		1.000000		0.000000	15.00	%		0.0	40.00	%	0.0
Net Revenue Interest		0.800000		0.000000	20.00	%		0.0	50.00	%	0.0

Year

Oil

Gas

NGL

Ending

Gross

GROSS PRODUCTION

NET PRODUCTION

Price

Price

Price

12-31

Wells

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

($/bbl)

($/Mcf)

($/gal)

2013

0

0.0

0.0

0.00

0.0

0.0

0.00

0.00

0.00

0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	175.5	29.6	0.0
Ultimate	175.5	29.6	0.0

Year

Net

Other

Production

Operating

Exp/Cap

Net

Cumulative

Pres. Worth

Ending

Sales

Revenue

Taxes

Expense

Invest

Income

Net Income

@10.00%

12-31

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

2013

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #3-5 (Phase 2)
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 192.18 Mbbl	Oil EUR: 192.18 Mbbl
Proj Gas Cum: 14.82 MMcf	Gas EUR: 14.82 MMcf
Proj Wtr Cum: 350.92 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit North Well #3-5 (Phase 2)

Proved Producing

Lower Chester Sand

					Present Worth Profile
					Mid-Year Discounting
SEC Pricing			8.00	%		0.0	25.00	%	0.0
			10.00	%		0.0	30.00	%	0.0
	Initial	Final	12.00	%		0.0	35.00	%	0.0
Gross Working Interest	1.000000	1.000000	15.00	%		0.0	40.00	%	0.0
Net Revenue Interest	0.800000	0.800000	20.00	%		0.0	50.00	%	0.0

Year

Oil

Gas

NGL

Ending

Gross

GROSS PRODUCTION

NET PRODUCTION

Price

Price

Price

12-31

Wells

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

($/bbl)

($/Mcf)

($/gal)

2013

0

0.0

0.0

0.00

0.0

0.0

0.00

0.00

0.00

0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	192.2	14.8	0.0
Ultimate	192.2	14.8	0.0

Year

Net

Other

Production

Operating

Exp/Cap

Net

Cumulative

Pres. Worth

Ending

Sales

Revenue

Taxes

Expense

Invest

Income

Net Income

@10.00%

12-31

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

2013

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #1-1 (Phase 1)
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 459.05 Mbbl	Oil EUR: 465.15 Mbbl
Proj Gas Cum: 14.75 MMcf	Gas EUR: 14.75 MMcf
Proj Wtr Cum: 367.66 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit North Well #1-1 (Phase 1) 

Proved Producing

Lower Chester Sand 

					Present Worth Profile
					Mid-Year Discounting
SEC Pricing			8.00	%		328.6	25.00	%	230.1
			10.00	%		314.1	30.00	%	209.6
	Initial	Final	12.00	%		300.5	35.00	%	191.9
Gross Working Interest	1.000000	1.000000	15.00	%		281.6	40.00	%	176.4
Net Revenue Interest	0.800000	0.800000	20.00	%		253.9	50.00	%	151.0

Year															Oil		Gas		NGL
Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		1		1.3		0.0		0.00		1.0		0.0		0.00		88.50		2.76		0.00
2014		1		1.3		0.0		0.00		1.0		0.0		0.00		88.50		0.00		0.00
2015		1		1.2		0.0		0.00		1.0		0.0		0.00		88.50		0.00		0.00
2016		1		1.2		0.0		0.00		0.9		0.0		0.00		88.50		0.00		0.00
2017		1		1.1		0.0		0.00		0.9		0.0		0.00		88.50		0.00		0.00
2018		1		0.1		0.0		0.00		0.1		0.0		0.00		88.50		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	6.1	0.0	0.00	4.9	0.0	0.00	88.50	2.76	0.00
Cumulative	459.0	14.8	0.0
Ultimate	465.1	14.8	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		90.8		0.0		7.3		0.0		0.0		83.5		83.5		79.4
2014		89.0		0.0		7.1		0.0		0.0		81.9		165.4		150.0
2015		85.3		0.0		6.8		0.0		0.0		78.5		243.9		211.2
2016		81.9		0.0		6.6		0.0		0.0		75.4		319.2		264.4
2017		78.2		0.0		6.3		0.0		0.0		72.0		391.2		310.5
2018		6.5		0.0		0.5		0.0		0.0		6.0		397.2		314.1

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	431.7	0.0	34.5	0.0	0.0	397.2	397.2	314.1

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #3-2 (Phase 2)
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 25.80 Mbbl	Oil EUR: 25.80 Mbbl
Proj Gas Cum: 24.51 MMcf	Gas EUR: 24.51 MMcf
Proj Wtr Cum: 374.48 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit North Well #3-2 (Phase 2) 

Proved Producing

Lower Chester Sand

					Present Worth Profile
					Mid-Year Discounting
SEC Pricing			8.00	%		0.0	25.00	%	0.0
			10.00	%		0.0	30.00	%	0.0
	Initial	Final	12.00	%		0.0	35.00	%	0.0
Gross Working Interest	1.000000	1.000000	15.00	%		0.0	40.00	%	0.0
Net Revenue Interest	0.800000	0.800000	20.00	%		0.0	50.00	%	0.0

Year

Oil

Gas

NGL

Ending

Gross

GROSS PRODUCTION

NET PRODUCTION

Price

Price

Price

12-31

Wells

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

($/bbl)

($/Mcf)

($/gal)

2013

0

0.0

0.0

0.00

0.0

0.0

0.00

0.00

0.00

0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	25.8	24.5	0.0
Ultimate	25.8	24.5	0.0

Year

Net

Other

Production

Operating

Exp/Cap

Net

Cumulative

Pres. Worth

Ending

Sales

Revenue

Taxes

Expense

Invest

Income

Net Income

@10.00%

12-31

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

2013

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit Well #1-6 (Phase 2)
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 0.00 Mbbl	Oil EUR: 0.00 Mbbl
Proj Gas Cum: 0.00 MMcf	Gas EUR: 0.00 MMcf
Proj Wtr Cum: 825.99 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE 

SHUCK FIELD GLORI HOLDINGS INC. 

AS OF January 01, 2013

Etzold Unit Well #1-6 (Phase 2) 

Proved Producing

Lower Chester Sand

					Present Worth Profile
					Mid-Year Discounting
SEC Pricing			8.00	%		0.0	25.00	%	0.0
			10.00	%		0.0	30.00	%	0.0
	Initial	Final	12.00	%		0.0	35.00	%	0.0
Gross Working Interest	1.000000	0.000000	15.00	%		0.0	40.00	%	0.0
Net Revenue Interest	0.800000	0.000000	20.00	%		0.0	50.00	%	0.0

Year

Oil

Gas

NGL

Ending

Gross

GROSS PRODUCTION

NET PRODUCTION

Price

Price

Price

12-31

Wells

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

($/bbl)

($/Mcf)

($/gal)

2013

0

0.0

0.0

0.00

0.0

0.0

0.00

0.00

0.00

0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	0.0	0.0	0.0
Ultimate	0.0	0.0	0.0

Year

Net

Other

Production

Operating

Exp/Cap

Net

Cumulative

Pres. Worth

Ending

Sales

Revenue

Taxes

Expense

Invest

Income

Net Income

@10.00%

12-31

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

2013

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit North Phase 1 LOE

Proved Producing

Lower Chester Sand

SEC Pricing

					Present Worth Profile
					Mid-Year Discounting
			8.00	%		-1,497.5	25.00	%	-1,036.8
			10.00	%		-1,429.3	30.00	%	-941.5
	Initial	Final	12.00	%		-1,365.5	35.00	%	-859.3
Gross Working Interest	1.000000	1.000000	15.00	%		-1,277.2	40.00	%	-787.9
Net Revenue Interest	0.800000	0.800000	20.00	%		-1,147.7	50.00	%	-671.4

Year															Oil		Gas		NGL
Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2014		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2015		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2016		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2017		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2018		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	0.0	0.0	0.0
Ultimate	0.0	0.0	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		0.0		0.0		0.0		358.3		0.0		-358.3		-358.3		-341.1
2014		0.0		0.0		0.0		358.3		0.0		-358.3		-716.5		-649.8
2015		0.0		0.0		0.0		358.3		0.0		-358.3		-1,074.8		-929.3
2016		0.0		0.0		0.0		358.3		0.0		-358.3		-1,433.0		-1,182.3
2017		0.0		0.0		0.0		358.3		0.0		-358.3		-1,791.3		-1,411.3
2018		0.0		0.0		0.0		29.9		0.0		-29.9		-1,821.2		-1,429.3

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	1,821.2	0.0	-1,821.2	-1,821.2	-1,429.3

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit North Phase 2 LOE

Proved Producing

Lower Chester Sand

					Present Worth Profile
SEC Pricing					Mid-Year Discounting
			8.00	%		0.0	25.00	%	0.0
			10.00	%		0.0	30.00	%	0.0
	Initial	Final	12.00	%		0.0	35.00	%	0.0
Gross Working Interest	1.000000	1.000000	15.00	%		0.0	40.00	%	0.0
Net Revenue Interest	0.800000	0.800000	20.00	%		0.0	50.00	%	0.0

Year

Oil

Gas

NGL

Ending

Gross

GROSS PRODUCTION

NET PRODUCTION

Price

Price

Price

12-31

Wells

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

Oil,(Mbbl)

Gas,(MMcf)

NGL,(Mgal)

($/bbl)

($/Mcf)

($/gal)

2013

0

0.0

0.0

0.00

0.0

0.0

0.00

0.00

0.00

0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	0.0	0.0	0.0
Ultimate	0.0	0.0	0.0

Year

Net

Other

Production

Operating

Exp/Cap

Net

Cumulative

Pres. Worth

Ending

Sales

Revenue

Taxes

Expense

Invest

Income

Net Income

@10.00%

12-31

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

(M$)

2013

0.0

0.0

0.0

0.0

0.0

0.0

0.0

0.0

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

GLORI HOLDINGS INC.

AS OF January 01, 2013

SEC Pricing
SHUCK FIELD			Present Worth Profile
Total			Mid-Year Discounting
Proved Behind Pipe	8.00	%		1,675.0	25.00	%	499.9
	10.00	%		1,478.7	30.00	%	305.8
	12.00	%		1,301.6	35.00	%	153.9
	15.00	%		1,067.7	40.00	%	34.9
	20.00	%		748.5	50.00	%	-131.1

Year															Oil		Gas		NGL
Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		2		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2014		2		8.4		0.0		0.00		6.7		0.0		0.00		88.50		0.00		0.00
2015		2		16.8		0.0		0.00		13.4		0.0		0.00		88.50		0.00		0.00
2016		2		16.8		0.0		0.00		13.4		0.0		0.00		88.50		0.00		0.00
2017		2		16.0		0.0		0.00		12.8		0.0		0.00		88.50		0.00		0.00
2018		2		15.4		0.0		0.00		12.3		0.0		0.00		88.50		0.00		0.00
2019		2		14.7		0.0		0.00		11.8		0.0		0.00		88.50		0.00		0.00
2020		1		5.2		0.0		0.00		4.2		0.0		0.00		88.50		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	93.3	0.0	0.00	74.6	0.0	0.00	88.50	0.00	0.00
Cumulative	366.4	187.3	0.0
Ultimate	459.7	187.3	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		0.0		0.0		0.0		358.3		0.0		-358.3		-358.3		-341.1
2014		596.4		0.0		47.7		358.3		720.7		-530.3		-888.6		-830.2
2015		1,187.9		0.0		95.0		358.3		0.0		734.6		-153.9		-258.2
2016		1,186.2		0.0		94.9		358.3		0.0		733.0		579.1		259.6
2017		1,134.3		0.0		90.7		358.3		0.0		685.3		1,264.4		697.7
2018		1,088.1		0.0		87.0		358.3		0.0		642.8		1,907.2		1,069.7
2019		1,044.0		0.0		83.5		358.3		0.0		602.2		2,509.3		1,385.2
2020		367.6		0.0		29.4		147.4		0.0		190.8		2,700.1		1,478.7

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	6,604.5	0.0	528.4	2,655.3	720.7	2,700.1	2,700.1	1,478.7

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit South Well #4-1 (Phase 3)
Proved Behind Pipe
Lower Chester Sand
					Present Worth Profile
SEC Pricing					Mid-Year Discounting
			8.00	%		2,322.0	25.00	%	1,136.9
			10.00	%		2,127.5	30.00	%	932.4
	Initial	Final	12.00	%		1,951.2	35.00	%	768.3
Gross Working Interest	1.000000	1.000000	15.00	%		1,716.8	40.00	%	635.7
Net Revenue Interest	0.800000	0.800000	20.00	%		1,393.3	50.00	%	440.2

Year															Oil		Gas		NGL
Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		1		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2014		1		4.3		0.0		0.00		3.5		0.0		0.00		88.50		0.00		0.00
2015		1		9.5		0.0		0.00		7.6		0.0		0.00		88.50		0.00		0.00
2016		1		9.8		0.0		0.00		7.9		0.0		0.00		88.50		0.00		0.00
2017		1		9.5		0.0		0.00		7.6		0.0		0.00		88.50		0.00		0.00
2018		1		9.3		0.0		0.00		7.4		0.0		0.00		88.50		0.00		0.00
2019		1		9.0		0.0		0.00		7.2		0.0		0.00		88.50		0.00		0.00
2020		0		2.9		0.0		0.00		2.3		0.0		0.00		88.50		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	54.4	0.0	0.00	43.5	0.0	0.00	88.50	0.00	0.00
Cumulative	187.6	78.6	0.0
Ultimate	242.0	78.6	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
2014		305.7		0.0		24.5		0.0		215.4		65.9		65.9		45.8
2015		673.4		0.0		53.9		0.0		0.0		619.5		685.4		528.1
2016		696.5		0.0		55.7		0.0		0.0		640.8		1,326.2		980.6
2017		675.3		0.0		54.0		0.0		0.0		621.2		1,947.5		1,377.7
2018		656.5		0.0		52.5		0.0		0.0		604.0		2,551.4		1,727.1
2019		638.2		0.0		51.1		0.0		0.0		587.1		3,138.6		2,034.7
2020		205.9		0.0		16.5		0.0		0.0		189.4		3,328.0		2,127.5

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	3,851.5	0.0	308.1	0.0	215.4	3,328.0	3,328.0	2,127.5

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit South Well #4-1 (Phase 3)
Proved Behind Pipe
Lower Chester Sand
					Present Worth Profile
SEC Pricing					Mid-Year Discounting
			8.00	%		1,624.1	25.00	%	801.9
			10.00	%		1,489.7	30.00	%	658.9
	Initial	Final	12.00	%		1,367.7	35.00	%	543.7
Gross Working Interest	1.000000	1.000000	15.00	%		1,205.3	40.00	%	450.3
Net Revenue Interest	0.800000	0.800000	20.00	%		980.6	50.00	%	311.8

Year															Oil		Gas		NGL
Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		1		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2014		1		4.1		0.0		0.00		3.3		0.0		0.00		88.50		0.00		0.00
2015		1		7.3		0.0		0.00		5.8		0.0		0.00		88.50		0.00		0.00
2016		1		6.9		0.0		0.00		5.5		0.0		0.00		88.50		0.00		0.00
2017		1		6.5		0.0		0.00		5.2		0.0		0.00		88.50		0.00		0.00
2018		1		6.1		0.0		0.00		4.9		0.0		0.00		88.50		0.00		0.00
2019		1		5.7		0.0		0.00		4.6		0.0		0.00		88.50		0.00		0.00
2020		1		2.3		0.0		0.00		1.8		0.0		0.00		88.50		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	38.9	0.0	0.00	31.1	0.0	0.00	88.50	0.00	0.00
Cumulative	178.8	108.7	0.0
Ultimate	217.7	108.7	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		0.0		0.0		0.0		0.0		0.0		0.0		0.0		0.0
2014		290.7		0.0		23.3		0.0		215.4		52.1		52.1		34.2
2015		514.5		0.0		41.2		0.0		0.0		473.3		525.4		403.4
2016		489.7		0.0		39.2		0.0		0.0		450.5		975.9		721.6
2017		459.1		0.0		36.7		0.0		0.0		422.3		1,398.3		991.7
2018		431.6		0.0		34.5		0.0		0.0		397.1		1,795.3		1,221.5
2019		405.8		0.0		32.5		0.0		0.0		373.3		2,168.6		1,417.1
2020		161.7		0.0		12.9		0.0		0.0		148.8		2,317.4		1,489.7

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	2,753.0	0.0	220.2	0.0	215.4	2,317.4	2,317.4	1,489.7

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2013

Etzold Unit South Phase 3 LOE

Proved Behind Pipe

Lower Chester Sand 

					Present Worth Profile
SEC Pricing					Mid-Year Discounting
			8.00	%		-2,271.2	25.00	%	-1,438.9
			10.00	%		-2,138.5	30.00	%	-1,285.5
	Initial	Final	12.00	%		-2,017.3	35.00	%	-1,158.1
Gross Working Interest	1.000000	1.000000	15.00	%		-1,854.4	40.00	%	-1,051.2
Net Revenue Interest	0.800000	0.800000	20.00	%		-1,625.4	50.00	%	-883.2

Year															Oil		Gas		NGL
Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Price		Price		Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2013		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2014		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2015		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2016		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2017		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2018		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2019		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00
2020		0		0.0		0.0		0.00		0.0		0.0		0.00		0.00		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	0.0	0.0	0.0
Ultimate	0.0	0.0	0.0

Year	Net		Other		Production		Operating		Exp/Cap		Net		Cumulative		Pres. Worth
Ending	Sales		Revenue		Taxes		Expense		Invest		Income		Net Income		@10.00%
12-31	(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2013		0.0		0.0		0.0		358.3		0.0		-358.3		-358.3		-341.1
2014		0.0		0.0		0.0		358.3		290.0		-648.3		-1,006.5		-910.1
2015		0.0		0.0		0.0		358.3		0.0		-358.3		-1,364.8		-1,189.6
2016		0.0		0.0		0.0		358.3		0.0		-358.3		-1,723.0		-1,442.6
2017		0.0		0.0		0.0		358.3		0.0		-358.3		-2,081.3		-1,671.6
2018		0.0		0.0		0.0		358.3		0.0		-358.3		-2,439.6		-1,878.9
2019		0.0		0.0		0.0		358.3		0.0		-358.3		-2,797.8		-2,066.6
2020		0.0		0.0		0.0		147.4		0.0		-147.4		-2,945.3		-2,138.5

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	2,655.3	290.0	-2,945.3	-2,945.3	-2,138.5

4/25/13 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

EX-99.2

SPE 144205-PP

Field Experience from a Biotechnology Approach to Water Flood Improvement

B.G. Bauer, R.J. O’Dell, Merit Energy Company, S.A. Marinello, J. Babcock, T. Ishoey, Glori Oil Limited, E. Sunde, Statoil S.A.

Copyright 2011, Society of Petroleum Engineers

This paper was prepared for presentation at the SPE Enhanced Oil Recovery Conference held in Kuala Lumpur, Malaysia, 19-21 July 2011.

This paper was selected for presentation by an SPE program committee following review of information contained in an abstract submitted by the author(s). Contents of the paper have not been reviewed by the Society of Petroleum Engineers and are subject to correction by the author(s). The material does not necessarily reflect any position of the Society of Petroleum Engineers, its officers, or members. Electronic reproduction, distribution, or storage of any part of this paper without the written consent of the Society of Petroleum Engineers is prohibited. Permission to reproduce in print is restricted to an abstract of not more than 300 words; illustrations may not be copied. The abstract must contain conspicuous acknowledgment of SPE copyright.

Abstract

This paper is based on a field implementation in the United States of a biological process for improving waterflood performance. The Activated Environment for Recovery Optimization (“AERO™”) System is being developed by Glori in collaboration with Statoil and derives its roots from a microbial enhanced oil recovery technology developed and successfully implemented by Statoil offshore Norway. Unique among IOR technologies, AERO implementation requires virtually no capital investment and achieves high performance efficiencies at low operational cost. The simplicity of setup allows pilot project implementation creating a very low risk entry point for the operator.

A pilot project was selected for a controlled investigation of the performance and impact. Robust testing was done in both water and oil phases prior to treatment, confirming the potential for improved sweep and conformance from the project. Subsequent implementation resulted in decreased water cut and increased oil recovery observable both at the wellhead and allocated pilot levels.

This paper summarizes a rigorous analysis of the pilot project’s performance to date, concluding that the production improvement should be credited to the implementation of the AERO™ System.

Introduction

An AERO™ (Activated Environment for Recovery Optimization) System field pilot was initiated at the Stirrup Field in southwest Kansas (Figure 1) to evaluate the potential improvement in recovery from a waterflooded reservoir. The field is at a relatively mature stage of waterflood and following robust testing of the water and oil phases, it was believed that the AERO™ System could enhance performance through improved sweep and conformance.

Figure 1: Location Overview for the Stirrup Field

2 SPE 144205-PP

The Stirrup Upper Morrow ‘D’ reservoir is a sandstone with a moderately to poorly sorted matrix deposited in a paleo valley system encased in marine shales and located at a depth of 5,200 feet. The average net pay is 20 feet, with porosity estimated at 15% and permeability at approximately 75 mD. The reservoir was discovered in 1985, with first production and initial development coming from the gas cap. The oil column was not encountered until 1989. Further delineation established that the Morrow ‘D’ reservoir contains a very large gas cap relative to the size of the oil column¹. Conflicting interests among the field’s operators precluded attempts to implement allowables or put in place a reservoir management plan. This resulted in primary production that focused on blowing down the gas cap, which ultimately impaired oil recovery. When secondary recovery was finally implemented in 2003, reservoir pressure had declined from its initial value of 1,650 psi to less than 100 psi across the field. This necessitated a more unique approach at waterflooding, whereby the majority of injection wells were arranged in a curtain near the gas/oil contact, as shown in Figure 2. The produced oil gravity has been between 38° and 41°API. Following gas cap production and limited primary oil production, the estimated recovery was only 13% of an estimated OOIP of 19.123 million barrels. Secondary recovery is forecast to yield an additional 2.75 million barrels, for a EUR of approximately 27% of OOIP.

Figure 2: Stirrup Enhanced Recovery Unit w/ Water Curtain Wells Noted

The Stirrup AERO™ System pilot was initiated in May 2010. A broad-based bacterial inoculant and a specifically tailored nutrient package were initially injected, with supplemental tailored nutrient injection to support development during the course of the pilot. The project was applied to an irregular pattern, initially with two injectors and five producing wells being sampled. It was anticipated that communication would develop along a dominant path between the injectors and a primary producer, driven by existing flow paths and differential pressure conditions.

Field implementation resulted in improved recovery and water cut in the pilot area, but injected fluid volumetric limitations and subsurface heterogeneity resulted in the pattern being restructured and the removal of an injector and a producer from the active pattern. The justification for this change is summarized in a subsequent section. Although it did not take place during the period focused on in this paper, another producing well was converted to an injector First Quarter 2011. Before considering expansion into other areas of the field, an engineering evaluation was performed to ascertain any contributing impacts from other potential factors that might affect observed incrementals and other aspects of the pilot’s performance.

SPE 144205-PP 3

Background

Biotechnology or Microbial EOR can be defined as the application of biological processes to facilitate, increase, or extend oil production from a reservoir. As with all EOR processes, the goal is to improve recovery performance by mobilizing oil left behind by primary production mechanisms, or secondary water flooding operations. This is an old concept, with pilot tests dating back to the 1950’s and considerable activity and research directed to the topic during the late 1970’s and early 1980’s. The body of research and pilots performed resulted in a fair amount of literature, but skepticism about the mechanisms of the processes and implementation of the technology led to limited consideration or adoption within the industry. Part of this has been due to the fact that it is a complex process spanning multiple disciplines, as well as disparity in field performance compared to laboratory results; a fairly common issue with EOR technologies. Some mixed results in practice would appear to be poor field implementation and/or project design, which may be attributable to an incomplete understanding of how microbial activity might affect oil recovery mechanisms. Advances in microbiology in the last decade have led to a revised interpretation of these historical approaches and facilitated the birth of a new generation of biotechnology applied to improve oil recovery².

The AERO™ System has been developed to improve waterflood performance and increase recovery via a combination of mechanisms dominated by two specific processes:

• Improved sweep efficiency due to micro diversion of fluid pathways at the pore level

• Interfacial tension reduction & residual oil mobilization via surfactant-like behavior of microorganisms.

As was noted earlier, it was anticipated that microbial processes would develop along a dominant path between the injectors and a primary producer, driven by existing flow paths and differential pressure conditions. Sweep alteration and residual oil mobilization were the expected mechanisms for the Stirrup pilot.

Baseline Waterflood Performance Evaluation

In order to evaluate the performance of the AERO™ System pilot, it was necessary to ascertain the actual performance and mechanics of the ongoing waterflood across the Stirrup Field prior to project initiation. The implementation of ‘water curtain’ injection wells focused on the gas/oil contact in order to isolate the depleted gas cap from the oil zone. This resulted in the (anticipated) loss of the majority of injected water from these wells into the gas cap. In order to be able to assess the real impact of the AERO™ System on oil and water production from the wells included in the pilot, an accurate estimate of the actual injection and withdrawal associated with the pattern’s pore volume under the existing waterflood operation had to be determined. In performing a field level evaluation, a better understanding of the displacement dynamics in and adjacent to the pilot was obtained.

Industry accepted techniques for waterflood evaluation were used to establish well allocation factors on injectors and producers for the purposes of pattern analysis³. These factors were optimized by using the resultant allocated production & injection volumes in fill-up calculations, which were tied back to actual waterflood response as shown in rate-time, Jordan, and Staggs plots. Figures 3 and 4 show the disparity between the total injected volume and the apparent water volume entering the field. Adjustments to the well allocation factors were made to match the performance history for water withdrawal and oil production prior to the onset of the AERO™ System pilot.

Figure 3: Disparity between Calculated and Actual Fill-up

4 SPE 144205-PP

Figure 4: Reduction in Applied WAF’s Provide Consistency with Withdrawal Data

Well Performance Evaluation

The economics of a mature waterflood on a field the size of Stirrup make the implementation of EOR techniques difficult due to the capital investment required by most methodologies. The objective of the pilot was to show that the AERO™ System could be implemented with minimal capital investment and successfully increase oil production and anticipated ultimate recovery. A re-evaluation of waterflood performance was performed after the early results of the AERO™ System pilot had been reviewed. It was apparent that the volume of injected water entering the pilot pattern was less than that required to provide sweep. This affected the ongoing pilot and field operations as water was reduced to certain injectors. As a consequence, some producing wells were subsequently designated for conversion to injectors.

The pattern utilized in the SERU (Stirrup Enhanced Recovery Unit) AERO™ System pilot was designated 4-1, as it is centered on the SERU 4-1 injection well (Figure 5). Two injectors were initially inoculated on May 20, 2010; SERU 4-1 and SERU 5-3. Pilot production was monitored at SERU wells 2-1, 4-2, 5-1, 10-1, 10-2, and 12-2. After several months of operation, it became apparent that SERU 5-3 was not actually operating as part of the test pattern; the water injected there was not entering the pilot area. This determination was based on an analysis of injection and withdrawal in the eastern portion of the field. In short, the total withdrawal from nearby producers did not nearly equate to the volume of water injected into the 5-3 and the inclusion of this well in fillup calculations prevented any semblance of a history match to actual data as shown in waterflood analysis plots. Further evaluation of three-dimensional seismic data shows that this well bisects the easternmost fault. It is likely that injection into this well is being lost through this fault. Therefore, SERU 5-3 was removed from the pilot analysis. It became apparent, with this realization, that the pilot area was not receiving sufficient water injcetoin from SERU 4-1 to achieve the sweep potential envisioned in the original design.

SPE 144205-PP 5

Figure 5: Injection Pattern 4-1 Pilot Configuration with Updated Well States

SERU 12-2, located northeast of the 4-1 injection well, was the only producer to show a markedly positive production response. It exhibited a significant increase in oil production three and a half weeks following initiation of the pilot. Production increased as much as 200%, and then fell to a rate corresponding to a 60% increase going forward. The stabilized rate is greater than the 2009 average. Water production was elevated for the first period and followed the same pattern. However, water production did not increase by the same factor as the oil, more closely paralleling the change in total produced volume. As such, the approximate water cut decreased. The 12-2 well had seen an increase in both oil and water production following a pump change two months prior to project initiation. Water cut had decreased following the exchange of the pump, decreasing to approximately 88%, but had begun to increase just prior to pilot initiation. It was approximately 91% at the onset. Water cut then fell significantly to a level as low as 85% during the period of greatest production increase. By May 2011, water cut had returned to 91%.

Based on proximity to the 4-1 injection well, incremental oil was first anticipated to show up at SERU 5-1. However, production from 5-1 actually decreased slightly after initiation, although there was a short period of increased production in June 2010. Production fell slightly more after that time and then remained relatively stable until mid-January 2011. At that point, production again increased for a couple of weeks, but fell thereafter. These variations are, again, likely due to transient diversions in water support. As they do not seem to be related to injection in 4-1, it raises the question as to how much support is coming from the pilot injector. The well does not appear to be damaged, which may indicate that the permeability in the area towards the edge of the structure is tighter than elsewhere.

It had been expected that the most significant impact of the pilot would be felt in the path generated between the injector and the producer with the lowest potential; that is, with either the lowest bottomhole pressure and/or the flow path of least resistance. Preferential flow direction is based on the differential pressure between two points and the mobility between them, which is function of permeability, or relative permeability, and effective viscosity, which combines to provide resistance or ease of flow along a particular path. Fluid will always follow the path of least resistance. The answer to why the greatest impact was felt at SERU 12-2 may be attributed to the path of least resistance having been established during waterflood operations. The communication paths from 4-1 to the 12-2 and 5-1 wells are roughly orthogonal to each other. A review of the regional stress data shows that the direction of maximum stress runs SW-NE. This parallels the path between SERU 4-1 and SERU 12-2. During waterflood operations, it is possible, or likely, that some limited fracture was initiated between the two wells. That initial path would be sufficient to have flow preferentially move towards 12-2. Once established, diversion of flow and/or release and activation of residual oil would take place more readily along the interfaces along the path.

Mindful of these issues, producer SERU 2-1, which had not exhibited significant impact during the pilot, was taken off line during mid-March of 2011, and converted to an injector. Although its position relative to SERU 5-1 is not exactly parallel to the stress direction, the situation is notably better than SERU 5-3 and as it adds critical volume to the pilot injection area, there may be an increased likelihood that a flow path will be established between the two wells.

6 SPE 144205-PP

SERU 2-1 production had not changed in the first five months of the pilot. Oil production increased suddenly and erratically in September 2010, with water production increasing as well, while the water cut, which had been trending upward, fell back slightly to 96%. Oil production returned to earlier levels within weeks, but water production increased and the water cut went back up; from roughly 96% to almost 98%.

Oil production decreased at SERU 4-2 shortly after initiation, which would suggest that there was some diversion of water support from its drainage area at that time, with transient variations causing the minor production increases in February and April of 2011, while water production remained stable.

SERU 10-1 saw a reduction of water production in late 2010 and into 2011, with an oil production increase in February. These results did not correlate with the 4-1 pattern and it was later determined that 10-1 was on the western side of an apparently sealing fault, isolated from the pilot pattern. SERU 10-2 had seen a short term increase in oil production shortly after the pilot was started, with relatively stable water production. The responses seem to indicate some communication with injectors other than, or in addition to, 4-1.

The fluid production variations for the non-responding wells have not been of magnitudes significantly different from typical operating ranges. There have been a number of divergent impacts on the various producing wells, but they do not necessarily show any interdependent relationships. It would be hard to characterize such interdependencies given the distances and time delays. The lack of dependent responses indicates that the inoculant and nutrients did not get established along communication paths with the 4-1 injector.

AERO™ System Pilot Performance Evaluation

Because the gathering and allocation for the pilot area is tied up in the field system and Stirrup lacks a highly accurate dedicated testing system or individual separation, an evaluation can only be made on relative performance on a well by well basis. Un-controllable well events and injectivity changes in other areas of the field appear to have masked many of the positive effects of the pilot program. However, the favorable results seen within the pilot are quite encouraging.

As noted, the overwhelming majority of the total pilot response was at SERU 12-2. It is felt that, through this period, insufficient water was entering the 4-1 pattern to impact any other wells. Subsequent follow-up work suggests that the other production wells within the pattern have been predominantly influenced by adjacent injectors due to these volumetric limitations. Therefore, the performance improvement observed, with consideration of various operational upsets, was almost entirely due to the result of the oil mobilized between SERU 4-1 and SERU 12-2. Figure 6 presents the production history for the 4-1 injection pattern through the end of 2010. The uptick in production corresponding to the response of the SERU 12-2 is clear.

Figure 6: Injection Pattern 4-1 Production History

SPE 144205-PP 7

Figure 7 presents a plot of oil cut vs. cumulative recovery, providing for comparative predictions of waterflood and BEOR recovery. For the extended period of the pilot, while production did increase at 12-2, it did not fall off significantly in the rest of the modified pattern. The production and recovery data are shown again in a classic rate-time plot in Figure 8, in which the estimated recovery from primary, secondary, and BEOR implementations are shown to be 20.2%, 42.7% and 45.9% respectively for the injection pattern. That estimate is for the complete injection pattern volume, but it is believed that only a fraction of that volume, specifically the volume related to SERU 12-2, is being swept, due to the prevalent well relationships established during waterflooding, as well as because of insufficient water being injected into the pattern. Assuming that the pattern volume associated with 12-2 is approximately 25% to 35% of the total, the incremental recovery from the impacted volume is estimated to be between 9% and 12%. However, the true swept area between these two wells is unknown, and further work is required to resolve the improvement to sweep efficiency and corresponding incremental benefit. Further work & extension of the pilot is planned. This modification and expansion has and will focus on providing sufficient injection volumes and on improving the sweep in the targeted areas.

Figure 7: Pattern 4-1 Oil Cut vs. Cumulative Oil Recovery Factor

Figure 8: Pattern 4-1 Production Forecasts -EUR for Primary, Secondary and BEOR

8 SPE 144205-PP

Focusing on the SERU 12-2 well alone and analyzing well test data, Figure 9 compares oil cut to oil production over the life of the well. Trend extensions for waterflood and AERO™ recovery at the oil cut limit suggest 40 mbo of incremental oil over the life of the well. Note that the short term deviation prior to the end of the year was from a field allocation effect; production during that period was essentially unchanged. Figure 10 plots water cut vs. oil production and shows that there was a significant reduction in water cut during the initial peak incremental production period of the pilot. Water cut at the end of the year had nearly returned to pre-pilot levels, which would tend to suggest banking of the oil along the path between wells.

Figure 9: SERU 12-2 Oil Cut vs. Np - Waterflood and BEOR Projections

Figure 10: SERU 12-2 WOR vs. Np

SPE 144205-PP 9

Oil and water production are both plotted against time in Figure 11, clearly indicating the incremental production when the mobilized oil arrived at the well. Projections indicate estimated decline trends for both waterflooded and AERO™ cases. As shown in Figure 12, which plots oil production rate vs. cumulative production, it is estimated that 17,604 bbls of incremental production were recovered from SERU 12-2 by years end. Oil production has fallen by over half since the peak monthly rate in June 2010, but it is still approximately double the expected rate prior to the onset of the pilot and pump upgrades.

Figure 11: SERU 12-2 Oil and Water Production Rate Histories and Forecasts

Figure 12: SERU 12-2 Oil Production History and Forecasts

10 SPE 144205-PP

Summary

The Stirrup AERO™ System Pilot was implemented to determine if incremental oil could be recovered from a reservoir at a mature waterflood stage. The pilot was based on certain premises and expectations, some of which occurred, and some that didn’t. Anticipated production from SERU 5-1 did not materialize, but further evaluation of waterflood pattern response and stress orientation in the field suggested that there would have been preferential flow between the SERU 4-1 injector and the SERU 12-2 producer, which is what has occurred during the course of the pilot to this point. In evaluating the allocated contribution of water injection to the 4-1 injection pattern and considering the pilot performance, which was dominated by the 12-2 well, it was estimated that 3.2% additional incremental oil would be recovered from the pattern pore volume by the end of operations, if they continued as originally implemented. Analysis showed, however, that the pattern was not receiving sufficient water to allow coverage and that the incremental oil was recovered from only 25% to 35% of that pore volume, which translates into a 9% to 12% incremental recovery from the pilot application if the given volumetric assumptions are correct.

Steps were implemented in early 2011 to improve water supplied to the pattern, with the conversion of the SERU 2-1 producer to an injection well. Expansion of the pilot to the larger part of the field is also being planned, and consideration of the possible impact of stress orientation and existing communication paths will impact the design and expectations of that effort.

References

1. Thurmond, T. and Sembritzky, Chris.:”Reservoir Stimulation Study, STIRRUP FIELD, Morton County Kansas”, Anadarko Petroleum Corporation, Dec. 2001

2. Torsvik, T., Gilje, E., and Sunde, S. (1995). Aerobic Microbial Enhanced Oil Recovery. Proc. 5th Int. Conf. Microbial Enhanced Oil recovery, Dallas, Texas, US. pp 439-452, 1995.

3. Cobb, W.M., and Smith, J.T.: “Waterflood Surveillance,” WATERFLOODING: PERFORMANCE PREDICTIONS AND SURVEILLANCE, Industry Course, William M. Cobb & Associates, Dallas, TX (2007), Chapter 9.

EX-99.3

	Forecast of Production and Reserves
	in and related to
	Shuck Field, Etzold Unit
	located in Seward County, Kansas
	for
	Glori Holdings Inc.
	January 1, 2014
	Collarini Associates

	Collarini Associates
	3100 Wilcrest Drive, Suite 140
	Houston, Texas 77042
	Tel. (832) 251-0160
	www.collarini.com

February 5, 2014

Mr. Victor Perez

Glori Holdings Inc.

4315 South Drive

Houston, Texas 77053

Dear Mr. Perez:

In accordance with your request, Collarini Associates (Collarini) has estimated the proved reserves and future revenue, as of January 1, 2014, to the interest of Glori Holdings Inc. (Glori) in and related to the Shuck Field, Etzold Unit, located in Seward County, Kansas. This report is based on SEC guideline pricing and unescalated costs as set forth herein. The estimate of proved reserves and the future revenue therefrom conform to all standards and definitions promulgated in Section 210.4-10 of Regulation S - X issued by the Securities and Exchange Commission in November 1988 and amended in December 2008. Estimates of probable and possible reserves and the future revenue therefrom are optional by Regulation S - X, and are not included herein at your request. It is estimated these volumes represent 100% of Glori’s total proved reserves.

As presented in the accompanying detailed projections by reservoir and by reserve category, we estimate the net reserves and future net income to Glori's interest, as of January 1, 2014, to be:

	Net Remaining Reserves				Future Net Income (M$)
Reserve	Oil		Gas				Present
Category	(MBO)		(MMCF)		Undiscounted		Worth at 10%
Proved
Producing		18		0		707		586
Total Proved		18		0		707		586

Oil volumes are generally expressed in thousands of stock tank barrels (MBO), where one barrel is equivalent to 42 United States gallons.

The reserves and future income shown in this report are related to reservoirs which were identified by Glori Holdings Inc. The estimates do not include any value which might be attributable to additional reservoirs or untested acreage in which Glori Holdings Inc. may also hold an interest.

Net sales, as defined in this report, are before deducting production taxes. Net income is after deducting these taxes, and after deducting future capital costs and operating expenses, but before consideration of federal income taxes. The future net income has also been shown discounted at ten

Glori Holdings Inc.

February 5, 2014

Page Two

percent to determine its present worth. This present worth is included to indicate a time value of money. This should not be construed as representing the market value of the property. Our estimates of future cash flows do not include abandonment costs, but do include estimates of all costs required to recover reserves including drilling and recompletions.

Reserves in this report were estimated using all applicable engineering and geological data available such as, but not limited to, historic production volumes, initial flow test information, flowing tubing pressures, shut-in tubing pressures, bottom hole pressures, repeat formation test data, pressure- volume-temperature fluid analysis, geological well logs, sidewall core analysis, and whole core analysis at the time the report was conducted.

The reserve volumes and their respective classifications and categorizations were estimated by performance methods, volumetric methods, analogy, or combination of methods. Performance methods generally included decline curve analysis and material balance analysis where representative data was available. Volumetric estimated generally included a combination of geological and engineering interpretations, while analogy methods included reserve estimates from historical performance of similar wells and reservoirs in the field or nearby fields.

Proved reserve classifications were determined based on the “reasonable certainty” of recovering the estimated volumes or more. The proved reserve categorizations were based on the stage of maturity and development of the respective proved reserves.

Based on gross oil equivalent barrels, approximately 100 percent of Glori’s proved reserves are located in the Shuck Field, Seward County, Kansas, USA. Glori’s reserves are 100 percent developed.

Glori’s proved reserves are 100% proved producing. All of the proved producing reserves were estimated by volumetric methods, supported by performance methods. These estimates are based on gross oil equivalent barrels that Glori holds an interest in.

For the proved producing reserves, each well’s current production was compared to historical production and a decline curve was established in addition to support from the volumetric analysis.

Hydrocarbon prices used in this report are based on SEC price parameters using the average prices received on the first of each month during the 12-month period prior to the ending date of the period covered in this report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period. The product prices used to determine future gross revenue for each field were determined by applying benchmark pricing as described above then adjusted by “differentials” only to the extent provided by SEC guidelines. These “differentials” generally adjust the benchmark prices on a field by field basis to account for product quality, transportation, and marketing. The “differentials” were calculated by Glori. Collarini accepted the “differentials” as factual data and did not confirm the accuracy of these adjustments.

Pricing used in this report represent an SEC guideline price of $96.91 per Bbl for WTI at Cushing, Oklahoma. These prices were then adjusted for oil gravity and transportation differentials of minus $6.22 per Bbl.

Glori Holdings Inc.

February 5, 2014

Page Three

Operating costs were provided by Glori Holdings Inc. Collarini could not audit or confirm the accuracy of these expenses. These current expenses are held constant through the life of the property. These costs include processing fees where applicable.

Collarini Associates utilized all data, appropriate methods and procedures deemed necessary to conduct and finalize this report to conform to all standards and definitions promulgated in Section 210.4-

10 of Regulation S – X issued by the Securities and Exchange Commission in November 1988 and amended in December 2008.

The reserves presented in this report are estimates only and should not be construed as being exact quantities. They may or may not be recovered, and if recovered, the revenues, costs, and expenses therefrom may be more or less than the estimated amounts. Because of governmental policies, uncertainties of supply and demand, and international politics, the actual sales rates and the prices actually received for the reserves, as well as the costs of recovery, may vary from those assumptions included in this report. Also, estimates of reserves may increase or decrease as a result of future operational decisions, mechanical problems, and the price of oil and gas.

All reserve estimates have been performed in accordance with sound engineering principles and generally accepted industry practice. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering data, and all conclusions represent only informed professional judgments.

A visual inspection of the properties themselves was not considered necessary for the purpose of this report. No assessment of compliance with environmental regulations or future liability for site remediation was made. We are independent consultants; we do not own any interest in this property and are not employed contingent upon the value of this property. All engineering calculations and basic data used in the analysis are maintained on file in our office and are available for review.

Mr. Mitchell C. Reece was the technical person primarily responsible for overseeing the reserves audit. Mr. Reece attended Texas A&M University, and graduated in 1979 with a Bachelor of Science Degree in Petroleum Engineering. He is a Registered Professional Engineer in the State of Texas, United States of America, and has in excess of 30 years experience in petroleum engineering studies and evaluations.

Very truly yours,

COLLARINI ASSOCIATES

[tsig4]

Mitch Reece, P.E.

President

MCR/tlp

Collarini Engineering Inc.

Texas Board of Professional Engineers Registration F-5660

RESERVE DEFINITIONS

SEC PARAMETERS¹

RESERVES

Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.

Note to paragraph above: Reserves should not be assigned to adjacent reservoirs isolated by major, potentially sealing, faults until those reservoirs are penetrated and evaluated as economically producible. Reserves should not be assigned to areas that are clearly separated from a known accumulation by a non-productive reservoir (i.e., absence of reservoir, structurally low reservoir, or negative test results). Such areas may contain prospective resources (i.e., potentially recoverable resources from undiscovered accumulations).

DEVELOPED OIL AND GAS RESERVES are reserves of any category that can be expected to be recovered:

(i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

UNDEVELOPED OIL AND GAS RESERVES are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, as defined in Analogus Reservoirs below, or by other evidence using reliable technology establishing reasonable certainty.

¹ As per Section 210.4-10 of SEC Regulation S-X dated November 1988 and as amended December 29, 2008.

RESERVE DEFINITIONS

SEC PARAMETERS (Cont.)¹

PROVED OIL AND GAS RESERVES

Proved Reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

(i) The area of the reservoir considered as proved includes:

(a) The area identified by drilling and limited by fluid contacts, if any, and

(b) Adjacent undrilled portions of the reservoir that can, with reasonable certainty, be judged to be continuous with it and to contain economically producible oil or gas on the basis of available geoscience and engineering data.

(ii) In the absence of data on fluid contacts, proved quantities in a reservoir are limited by the lowest known hydrocarbons (LKH) as seen in a well penetration unless geoscience, engineering, or performance data and reliable technology establishes a lower contact with reasonable certainty.

(iii) Where direct observation from well penetrations has defined a highest-known oil (HKO) elevation and the potential exists for an associated gas cap, proved oil reserves may be assigned in the structurally higher portions of the reservoir only if geoscience, engineering, or performance data and reliable technology establish the higher contact with reasonable certainty.

(iv) Reserves which can be produced economically through application of improved recovery techniques (including, but not limited to, fluid injection) are included in the proved classification when:

(a) Successful testing by a pilot project in an area of the reservoir with properties no more favorable than in the reservoir as a whole, the operation of an installed program in the reservoir or an analogous reservoir, or other evidence using reliable technology establishes the reasonable certainty of the engineering analysis on which the project or program was based; and

(b) The project has been approved for development by all necessary parties and entities, including governmental entities.

(v) Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12- month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

¹ As per Section 210.4-10 of SEC Regulation S-X dated November 1988 and as amended December 29, 2008.

RESERVE DEFINITIONS

SEC PARAMETERS (Cont.)¹

Reasonable certainty If deterministic methods are used, reasonable certainty means a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate. A high degree of confidence exists if the quantity is much more likely to be achieved than not, and, as changes due to increased availability of geoscience (geological, geophysical, and geochemical), engineering, and economic data are made to estimated ultimate recovery (EUR) with time, reasonably certain EUR is much more likely to increase or remain constant than to decrease.

Reliable technology Reliable technology is a grouping of one or more technologies (including computational methods) that have been field tested and have been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation.

Deterministic estimate The method of estimating reserves or resources is called deterministic when a single value for each parameter (from the geoscience, engineering, or economic data) in the reserves calculation is used in the reserves estimation procedure.

Probabilistic estimate The method of estimation of reserves or resources is called probabilistic when the full range of values that could reasonably occur for each unknown parameter (from the geoscience and engineering data) is used to generate a full range of possible outcomes and their associated probabilities of occurrence.

Analogous Reservoir Analogous reservoirs, as used in resources assessments, have similar rock and fluid properties, reservoir conditions (depth, temperature, and pressure) and drive mechanisms, but are typically at a more advanced stage of development than the reservoir of interest and thus may provide concepts to assist in the interpretation of more limited data and estimation of recovery. When used to support proved reserves, an “analogous reservoir” refers to a reservoir that shares the following characteristics with the reservoir of interest:

(i) Same geological formation (but not necessarily in pressure communication with the reservoir of interest);

(ii) Same environment of deposition;

(iii) Similar geological structure; and

(iv) Same drive mechanism.

Instruction to Analogous reservoir: Reservoir properties must, in the aggregate, be no more favorable in the analog than in the reservoir of interest.

Proved Producing Reserves are those reserves which are expected to be recovered from existing completion intervals open at the time of the estimate and producing in existing wells.

Proved Nonproducing Shut-In Reserves are those reserves which are expected to be recovered from existing completion intervals open at the time of the estimate, but which had not started producing, or were shut in for market conditions or minor pipeline connection.

Proved Nonproducing Behind Pipe Reserves are those reserves which are expected to be recovered from zones behind casing in existing wells, which will require additional completion work or a future recompletion prior to the start of production.

¹ As per Section 210.4-10 of SEC Regulation S-X dated November 1988 and as amended December 29, 2008.

SHUCK FIELD, ETZOLD UNIT

Seward County, Kansas

BACKGROUND

The Shuck Field, Etzold Unit, is located in the southwest portion of Kansas in Seward County. Anadarko originally developed the field and initiated a waterflood from 1989 to 2002. Merit was assigned the field in 2005. Merit then offered Glori Holdings Inc. the opportunity to acquire Merit's interest in the northern portion of the field in return for assuming field liability and a 7.5% royalty interest. Surface equipment has been replaced due to deterioration or prior removal. There are currently three wells producing and six active injection wells. In November, oil production was 558 BOPM and 33,537 BWPM. In 2012, Glori Holdings Inc. purchased the south portion of the Etzold Unit and is evaluating future plans. Glori Holdings Inc. has a 100% gross working interest and 80.0% net revenue interest in the unit, including the royalty reduction. The reservoir has recovered over 2 MMBO under primary and secondary recovery.

GEOSCIENCE

The Shuck Field, Etzold Unit, consists of the Lower Chester Sand and several stray sands. The Lower Chester Sand is of Mississippian Age and equivalent to the Morrow formation. The field is located on a north-south channel axis. Several large fields are also along this axis. Permeability varies vertically, indicating that there could be significant by-passed reserves.

ENGINEERING

Gross proved reserves of 22 MBO are estimated to remain as of January 1, 2014. All are in the producing category. These reserves were determined by pore-volume analysis and performance. The wells are being carefully monitored due to unknown water levels and the dispersion of the water across the reservoir.

Operating expenses are $11,627 per well per month. These expenses were provided by Glori Holdings Inc. These operating expenses include the operating costs of the facilities and injection wells. The oil price was based on 2013 actuals and was decreased by $6.22. Transportation costs are also included in this differential, which was based on 2013 actuals. Abandonment costs were assumed to be equal to salvage value.

Effective January 1, 2014

GLORI HOLDINGS INC.

SHUCK FIELD

Total Reserves

Ranked by 1/1/14 Reserve Category and NPW at 10 %

			Production								Net		Prod.		Oper.		Exp & Cap		Net		NPW		Cum
		Res.	8/8ths		8/8ths		Net		Net		Sales		Tax		Exp.		Invest		Income		@10%		NPW
Well	Reservoir	Cat.	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		M$		M$		M$		M$		M$		(M$)		(M$)
1       Etzold Unit North Well #2-1	Lower Chester Sand	PDP		22		0		18		0		1,603		128		768		0		707		586		586
2       Etzold Unit North Well #1-1	Lower Chester Sand	PDP		0		0		0		0		0		0		0		0		0		0		586
3       Etzold Unit North Well #3-5	Lower Chester Sand	PDP		0		0		0		0		0		0		0		0		0		0		586
Total Proved Producing				22		0		18		0		1,603		128		768		0		707		586
Total Proved				22		0		18		0		1,603		128		768		0		707		586

Collarini Associates 1/22/2014

GLORI HOLDINGS INC.

SHUCK FIELD, ETZOLD UNIT

Reserve Summary

		Reserve	Gross Reserves Remaining 1/1/14				Net Reserves Remaining 1/1/14
Reservoir	Well #	Category	MBO		MMCF		MBO		MMCF		*	Comments
Lower Chester Sand	Etzold Unit North Well #1-1	PDP		0		0		0		0	V	Noncommercial
Lower Chester Sand	Etzold Unit North Well #2-1	PDP		22		0		18		0	V	173 ac-ft drainage
Lower Chester Sand	Etzold Unit North Well #3-5	PDP		0		0		0		0	V	Noncommercial
Total Proved Producing				22		0		18		0
TOTAL PROVED RESERVES				22		0		18		0

* Reserve Methodology: 

V = Volumetrics P = Performance

Collarini Associates Page 1 of 1 1/22/2014

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

GLORI HOLDINGS INC.

AS OF January 01, 2014

SEC Pricing

			Present Worth Profile
SHUCK FIELD			Mid-Year Discounting
Total	8.00	%		607.2	25.00	%	458.1
	10.00	%		585.7	30.00	%	425.8
Proved	12.00	%		565.5	35.00	%	397.2
	15.00	%		537.2	40.00	%	371.9
	20.00	%		495.0	50.00	%	329.3

Year Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Oil Price		Gas Price		NGL Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2014		1		5.4		0.0		0.00		4.4		0.0		0.00		90.69		0.00		0.00
2015		1		4.7		0.0		0.00		3.8		0.0		0.00		90.69		0.00		0.00
2016		1		4.1		0.0		0.00		3.3		0.0		0.00		90.69		0.00		0.00
2017		1		3.5		0.0		0.00		2.8		0.0		0.00		90.69		0.00		0.00
2018		1		3.0		0.0		0.00		2.4		0.0		0.00		90.69		0.00		0.00
2019		0		1.4		0.0		0.00		1.1		0.0		0.00		90.69		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	22.1	0.0	0.00	17.7	0.0	0.00	90.69	0.00	0.00
Cumulative	863.4	62.9	0.0
Ultimate	885.5	62.9	0.0

Year Ending 12-31	Net Sales (M$)		Other Revenue (M$)		Production Taxes (M$)		Operating Expense (M$)		Exp/Cap Invest (M$)		Net Income (M$)		Cumulative Net Income (M$)		Pres. Worth @ 10.00% (M$)
2014		395.2		0.0		31.6		139.5		0.0		224.1		224.1		213.6
2015		340.9		0.0		27.3		139.5		0.0		174.1		398.1		363.9
2016		294.8		0.0		23.6		139.5		0.0		131.7		529.8		466.9
2017		253.5		0.0		20.3		139.5		0.0		93.7		623.6		533.2
2018		218.7		0.0		17.5		139.5		0.0		61.7		685.2		572.8
2019		100.3		0.0		8.0		70.5		0.0		21.8		707.0		585.7

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	1,603.4	0.0	128.3	768.1	0.0	707.0	707.0	585.7

1/22/14 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

GLORI HOLDINGS INC.

AS OF January 01, 2014

SEC Pricing

			Present Worth Profile
SHUCK FIELD			Mid-Year Discounting
Total	8.00	%		607.2	25.00	%	458.1
Proved Producing	10.00	%		585.7	30.00	%	425.8
	12.00	%		565.5	35.00	%	397.2
	15.00	%		537.2	40.00	%	371.9
	20.00	%		495.0	50.00	%	329.3

Year Ending	Gross		GROSS PRODUCTION						NET PRODUCTION						Oil Price		Gas Price		NGL Price
12-31	Wells		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		Oil,(Mbbl)		Gas,(MMcf)		NGL,(Mgal)		($/bbl)		($/Mcf)		($/gal)
2014		1		5.4		0.0		0.00		4.4		0.0		0.00		90.69		0.00		0.00
2015		1		4.7		0.0		0.00		3.8		0.0		0.00		90.69		0.00		0.00
2016		1		4.1		0.0		0.00		3.3		0.0		0.00		90.69		0.00		0.00
2017		1		3.5		0.0		0.00		2.8		0.0		0.00		90.69		0.00		0.00
2018		1		3.0		0.0		0.00		2.4		0.0		0.00		90.69		0.00		0.00
2019		0		1.4		0.0		0.00		1.1		0.0		0.00		90.69		0.00		0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	22.1	0.0	0.00	17.7	0.0	0.00	90.69	0.00	0.00
Cumulative	863.4	62.9	0.0
Ultimate	885.5	62.9	0.0

Year Ending 12-31	Net Sales (M$)		Other Revenue (M$)		Production Taxes (M$)		Operating Expense (M$)		Exp/Cap Invest (M$)		Net Income (M$)		Cumulative Net Income (M$)		Pres. Worth @ 10.00% (M$)
2014		395.2		0.0		31.6		139.5		0.0		224.1		224.1		213.6
2015		340.9		0.0		27.3		139.5		0.0		174.1		398.1		363.9
2016		294.8		0.0		23.6		139.5		0.0		131.7		529.8		466.9
2017		253.5		0.0		20.3		139.5		0.0		93.7		623.6		533.2
2018		218.7		0.0		17.5		139.5		0.0		61.7		685.2		572.8
2019		100.3		0.0		8.0		70.5		0.0		21.8		707.0		585.7

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	1,603.4	0.0	128.3	768.1	0.0	707.0	707.0	585.7

1/22/14 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #2-1
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 211.02 Mbbl	Oil EUR: 233.12 Mbbl
Proj Gas Cum: 33.36 MMcf	Gas EUR: 33.36 MMcf
Proj Wtr Cum: 1,116.07 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2014

Etzold Unit North Well #2-1

Proved Producing

Lower Chester Sand

					Present Worth Profile
SEC Pricing					Mid-Year Discounting
			8.00	%	607.2	25.00	%	458.1
			10.00	%	585.7	30.00	%	425.8
	Initial	Final	12.00	%	565.5	35.00	%	397.2
Gross Working Interest	1.000000	1.000000	15.00	%	537.2	40.00	%	371.9
Net Revenue Interest	0.800000	0.800000	20.00	%	495.0	50.00	%	329.3

Year								Oil	Gas	NGL
Ending	Gross	GROSS PRODUCTION			NET PRODUCTION			Price	Price	Price
12-31	Wells	Oil,(Mbbl)	Gas,(MMcf)	NGL,(Mgal)	Oil,(Mbbl)	Gas,(MMcf)	NGL,(Mgal)	($/bbl)	($/Mcf)	($/gal)
2014	1	5.4	0.0	0.00	4.4	0.0	0.00	90.69	0.00	0.00
2015	1	4.7	0.0	0.00	3.8	0.0	0.00	90.69	0.00	0.00
2016	1	4.1	0.0	0.00	3.3	0.0	0.00	90.69	0.00	0.00
2017	1	3.5	0.0	0.00	2.8	0.0	0.00	90.69	0.00	0.00
2018	1	3.0	0.0	0.00	2.4	0.0	0.00	90.69	0.00	0.00
2019	0	1.4	0.0	0.00	1.1	0.0	0.00	90.69	0.00	0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	22.1	0.0	0.00	17.7	0.0	0.00	90.69	0.00	0.00
Cumulative	211.0	33.4	0.0
Ultimate	233.1	33.4	0.0

Year	Net	Other	Production	Operating	Exp/Cap	Net	Cumulative	Pres. Worth
Ending	Sales	Revenue	Taxes	Expense	Invest	Income	Net Income	@ 10.00%
12-31	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)
2014	395.2	0.0	31.6	139.5	0.0	224.1	224.1	213.6
2015	340.9	0.0	27.3	139.5	0.0	174.1	398.1	363.9
2016	294.8	0.0	23.6	139.5	0.0	131.7	529.8	466.9
2017	253.5	0.0	20.3	139.5	0.0	93.7	623.6	533.2
2018	218.7	0.0	17.5	139.5	0.0	61.7	685.2	572.8
2019	100.3	0.0	8.0	70.5	0.0	21.8	707.0	585.7

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	1,603.4	0.0	128.3	768.1	0.0	707.0	707.0	585.7

1/22/14 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #1-1
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 459.66 Mbbl	Oil EUR: 459.66 Mbbl
Proj Gas Cum: 14.75 MMcf	Gas EUR: 14.75 MMcf
Proj Wtr Cum: 484.00 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2014

Etzold Unit North Well #1-1

Proved Producing

Lower Chester Sand

					Present Worth Profile
SEC Pricing					Mid-Year Discounting
			8.00	%		0.0	25.00	%	0.0
			10.00	%		0.0	30.00	%	0.0
	Initial	Final	12.00	%		0.0	35.00	%	0.0
Gross Working Interest	1.000000	1.000000	15.00	%		0.0	40.00	%	0.0
Net Revenue Interest	0.800000	0.800000	20.00	%		0.0	50.00	%	0.0

Year								Oil	Gas	NGL
Ending	Gross	GROSS PRODUCTION			NET PRODUCTION			Price	Price	Price
12-31	Wells	Oil,(Mbbl)	Gas,(MMcf)	NGL,(Mgal)	Oil,(Mbbl)	Gas,(MMcf)	NGL,(Mgal)	($/bbl)	($/Mcf)	($/gal)
2014	0	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	459.7	14.8	0.0
Ultimate	459.7	14.8	0.0

Year	Net	Other	Production	Operating	Exp/Cap	Net	Cumulative	Pres. Worth
Ending	Sales	Revenue	Taxes	Expense	Invest	Income	Net Income	@ 10.00%
12-31	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)
2014	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

1/22/14 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

GLORI HOLDINGS INC.	Etzold Unit North Well #3-5
SHUCK FIELD	Lower Chester Sand
	Proved Producing

Proj Oil Cum: 192.74 Mbbl	Oil EUR: 192.74 Mbbl
Proj Gas Cum: 14.82 MMcf	Gas EUR: 14.82 MMcf
Proj Wtr Cum: 486.15 Mbbl

PROJECTION OF ESTIMATED PRODUCTION AND REVENUE

SHUCK FIELD GLORI HOLDINGS INC.

AS OF January 01, 2014

Etzold Unit North Well #3-5

Proved Producing

Lower Chester Sand

					Present Worth Profile
SEC Pricing					Mid-Year Discounting
			8.00	%		0.0	25.00	%	0.0
			10.00	%		0.0	30.00	%	0.0
	Initial	Final	12.00	%		0.0	35.00	%	0.0
Gross Working Interest	1.000000	1.000000	15.00	%		0.0	40.00	%	0.0
Net Revenue Interest	0.800000	0.800000	20.00	%		0.0	50.00	%	0.0

Year								Oil	Gas	NGL
Ending	Gross	GROSS PRODUCTION			NET PRODUCTION			Price	Price	Price
12-31	Wells	Oil,(Mbbl)	Gas,(MMcf)	NGL,(Mgal)	Oil,(Mbbl)	Gas,(MMcf)	NGL,(Mgal)	($/bbl)	($/Mcf)	($/gal)
2014	0	0.0	0.0	0.00	0.0	0.00	0.00	0.00	0.00	0.00

After	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Remaining	0.0	0.0	0.00	0.0	0.0	0.00	0.00	0.00	0.00
Cumulative	192.7	14.8	0.0
Ultimate	192.7	14.8	0.0

Year	Net	Other	Production	Operating	Exp/Cap	Net	Cumulative	Pres. Worth
Ending	Sales	Revenue	Taxes	Expense	Invest	Income	Net Income	@ 10.00%
12-31	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)	(M$)
2014	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

After	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0
Total	0.0	0.0	0.0	0.0	0.0	0.0	0.0	0.0

1/22/14 This forecast accompanies the COLLARINI ASSOCIATES report and is subject to its specific conditions.

EX-99.4

William M. Cobb & Associates, Inc.

Worldwide Petroleum Consultants

12770 Coit Road, Suite 907	(972) 385-0354
Dallas, Texas	Fax: (972) 788-5165
	E-Mail: office@wmcobb.com

April 4, 2014

Mr. Tor Meling

Glori Energy, Inc.

4315 South Drive

Houston, TX 77053

Dear Mr. Meling:

In accordance with your request, William M. Cobb & Associates, Inc. (Cobb & Associates) has estimated the proved developed producing (PDP) reserves and future net income as of January 1, 2014; attributable to certain oil and gas properties located in the Coke and Quitman fields in Wood County, Texas. The properties are currently owned by Petro-Hunt LLC (Petro-Hunt), and are being acquired by Glori Energy Inc. (Glori). The reserve study and initial report evaluating the Petro-Hunt interest was completed on March 4, 2014. That report has now been amended to exclude the unproved reserves.

Table 1 summarizes our estimate of the PDP oil and gas reserves and their pre-federal income tax value undiscounted and discounted at ten percent. These estimates were prepared in accordance with the definitions and regulations of the U.S. Securities and Exchange Commission (SEC) and, with the exception of the exclusion of future income taxes, conform to the FASB Accounting Standards Certification Topic 932, Extraction Activities – Oil and Gas. Values shown are determined utilizing constant oil and gas prices and operating expenses.

Table 1

Petro-Hunt Net Reserves and Value

In Certain Properties in Coke and Quitman Fields

as of January 1, 2014

	Net Reserves				Future Net Pre-Tax Income
Reserve Category	Oil (MBBL)		Gas (MMCF)		Undiscounted (M$)		Discounted at 10% (M$)
PDP		1,682		401		59,626		34,297

Oil volumes, which include condensate, are expressed in thousands of stock tank barrels (MBBL). A stock tank barrel is equivalent to 42 United States gallons. Gas volumes are expressed in millions of standard cubic feet (MMCF) at the standard temperature and pressure base.

Mr. Tor Meling

Glori Energy, Inc.

April 4, 2014

Page 2

All the proved reserves in this report are attributable to producing wells; therefore, they are classified as proved developed producing (PDP). As requested, probable and possible reserves that may exist for these properties have not been included. This report does not include any value that could be attributable to interests in undeveloped acreage.

The future income values shown in Table 1, or in other portions of this report, are not intended to represent an estimate of fair market value. The estimates of reserves and future revenue have not been adjusted for risk.

It is our understanding this report will be used by Glori to file a Registration Statement on Form S-4. Glori indicated their estimate of total proved reserves for properties not included in this report was
18 MBO. Therefore, the PDP oil reserves in this report (1,682 MBO) comprise over 98.9 percent of Glori’s total proved oil reserves.

Cash Flow Projections

A summary projection of total PDP net reserves and future net cash flow is attached to this report. Cash flow projections for each individual PDP property included in this report follow this summary. Also included is a table listing all properties which provides information for individual wells regarding reservoir, field, gross and net remaining reserves, net revenue, operating expense including tax, investment, undiscounted net income, and net income discounted at 10.0 percent.

Prices used in this report are based on the 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December 2013. The average West Texas Intermediate spot price was $96.91 per barrel. The average Henry Hub spot price was $3.67 per MMBTU. All prices were held constant for the life of the property. Oil and gas prices were adjusted for quality, energy content, transportation fees, and regional price differentials.

The differentials were calculated using 12-months of financial data available for 2013. Oil differential for the Coke field was a negative $7.06 per barrel of oil. Oil differential for the Quitman field was a negative $2.98 per barrel of oil. The realized gas price for the Coke field was 73 percent of Henry Hub. Quitman has no gas sales forecasted. After applying appropriate differentials, the average realized oil and gas price for 2014, for all properties, was $90.46 per barrel and $2.68 per MCF.

Operating expenses for each of the properties were calculated using 12-month lease operating statements provided by the client. The costs included district overhead and recurring workover expense. The operating costs, which were applied as a fixed $/well/month, were held constant for the life of each property.

Cash flow is defined as revenue after deduction of state severance tax, ad valorem tax, operating cost, and capital cost. The environmental consequences, if any, caused by Petro-Hunt or any other operator have not been considered, nor has the cost to restore the property to acceptable conditions, as may be required by regulation, been taken into account. All economic projections are before federal income taxes and do not include any debt service incurred by Petro-Hunt or Glori Energy.

Mr. Tor Meling

Glori Energy, Inc.

April 4, 2014

Page 3

None of the values are intended to represent an estimate of fair market value. None of the values have been adjusted for risk.

The working and revenue interests evaluated in this report are the Petro-Hunt total ownership interest provided by Glori. These projections are based on Glori receiving the net revenue interest share of estimated future gross production. The estimates of reserves and future revenues do not include adjustments for the settlement of any historical production imbalances.

Reserve Methodology

The reserves in this report have been estimated using deterministic methods, and have been prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers (SPE Standards). We have used all assumptions, data, methods and procedures considered necessary and appropriate to prepare this report.

Estimates of remaining reserves for all the properties in this report were prepared using performance trend analysis of production data. PDP reserves are attributable to mature producing properties with identifiable decline trends; therefore, the deliverability forecasts are based on these historical performance trends. Future production volumes were forecasted after evaluating graphs of rate vs time, rate vs cumulative production, and percent water production.

Property Discussion

Coke Field, Wood County, Texas - Coke Field, which was discovered in 1942, has produced from the Sub-Clarksville, Paluxy, Rodessa and Pittsburg reservoirs. The primary oil producing zone has been the upper Paluxy formation at about 6,300 feet. It has a natural water drive. Cumulative Paluxy production for the field now exceeds 42.2 MMBBL. Based on the published original oil-in-place (OOIP) of 73 MMBBL, recovery to date has been about 58 percent.

In December 2013, the total production for the 10 leases (19 Paluxy wells) included in this report averaged 430 BOPD, 66,300 BWPD, and 36 MCFD. Present water-cut for most of the producing wells is greater than 99 percent. The produced water is disposed in the Woodbine. Four wells are lifted with pumping units while the remaining wells are on electric submersible pumps (ESP). Petro-Hunt operates most of the active leases in the Paluxy, except for two leases operated by Southwest Operating on the west flank of the field. The Petro-Hunt working interest is 100 percent in all the wells they operate. Net revenue interest for the majority of these leases exceeds 87.5 percent.

The Sub-Clarksville formation occurs at about 4,100 feet and has been waterflooded since 1974. The OOIP, based on published data, is 27.6 MMBBL. Current cumulative production is estimated to be 6.3 MMBBL or 23 percent of OOIP. There are currently only two producing wells in the unit. Total production for both wells averaged 30 BOPD, 1,030 BWPD, and 5 MCFD in December. Both are pumping wells with watercut exceeding 97 percent. Petro-Hunt’s working interest is 83.26 percent.

Mr. Tor Meling

Glori Energy, Inc.

April 4, 2014

Page 4

Petro-Hunt operates two Rodessa-Hill wells that produce gas and condensate at 7,900 feet. One well is shut in and the other produces about 280 MCFD with less than two BCPD.

Quitman Field, Wood County, Texas - Petro-Hunt operates five active Paluxy wells in this field. Two were recent completions in the last two years. All the wells are producing at over 98 percent watercut. Total production for all five wells averaged 80 BOPD and 4,300 BWPD in December. No gas sales were reported.

Professional Guidelines

Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years, from known reservoirs under expected economic and operating conditions. Reserves are considered proved if economic productivity is supported by either actual production or conclusive formation tests.

The reserves included in this report are estimates only and should not be construed as being exact quantities. Governmental policies, uncertainties of supply and demand, the prices actually received for the reserves, and the costs incurred in recovering such reserves, may vary from the price and cost assumptions in this report. Estimated reserves using price escalations may vary from values obtained using constant price scenarios. Our estimates are based upon the assumption that the properties will be operated in a prudent manner and that no government regulations and controls will be instituted that would impact the ability to recover the reserves. In any case, estimates of reserves and revenues may increase or decrease as a result of future operations.

Cobb & Associates has not examined titles to the appraised properties nor has the actual degree of interest owned been independently confirmed. The data used in our evaluation were obtained from Glori Energy, public record sources, and the non-confidential files of Cobb & Associates and were considered accurate. Supporting work data are on file in our office.

We have not made a field examination of the properties; therefore, operating ability and condition of the production equipment have not been considered. No consideration was given in this report to potential environmental liabilities which may exist, nor were any costs included for potential liability to restore and clean up damages, if any, caused by past operating practices.

In evaluating available information concerning this appraisal, we have excluded from our consideration all matters as to which legal or accounting interpretation, rather than engineering, may be controlling. As in all aspects of oil and gas evaluation, there are uncertainties inherent in the interpretation of engineering data and conclusions necessarily represent only informed professional judgments.

Cobb & Associates is an independent consulting firm. None of our employees own an interest in these properties. Our compensation is not contingent on the results obtained or reported. The technical persons responsible for preparing the estimates presented in this report meet the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the SPE Standards. This report was prepared by an officer of the firm who is a licensed professional engineer with more than 30 years of experience in the estimation, assessment, and evaluation of oil and gas reserves.

Mr. Tor Meling

Glori Energy, Inc.

April 4, 2014

Page 5

This report has been prepared for the exclusive use of Glori and may not be used by others without prior written consent. We appreciate the opportunity to be of service to you. If you have questions regarding this report, please contact us.

Sincerely,
WILLIAM M. COBB & ASSOCIATES, INC.
Texas Registered Engineering Firm F-84
/s/ M.F. Duewall
M. Fred Duewall, P.E. Senior Vice President

MFD: ar

Attachments

Glori – Petro-Hunt 4-4-2014.docx

Date :   04/03/2014  1:18:19PM ECONOMIC SUMMARY PROJECTION Total Proved

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014
Partner :	All Cases	Discount Rate (%) : 10.00
Case Type :	GRAND TOTAL CASE	Custom Selection
		Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu

Cum Oil (Mbbl) :	35,564.71
Cum Gas (MMcf) :	11,906.86

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		166.21		119.22		142.99		71.05		90.46		2.68		12,934.57		190.34		0.00
2015		152.63		108.23		131.15		64.50		90.35		2.68		11,849.20		172.79		0.00
2016		140.69		98.27		120.71		58.55		90.29		2.68		10,899.26		156.86		0.00
2017		129.34		88.69		110.81		52.83		90.25		2.68		10,000.52		141.55		0.00
2018		121.82		80.59		104.27		48.01		90.21		2.68		9,405.46		128.62		0.00
2019		114.96		36.22		98.30		21.62		90.18		2.68		8,864.54		57.92		0.00
2020		107.83		15.25		92.10		9.14		90.10		2.68		8,298.48		24.50		0.00
2021		101.80		14.35		86.87		8.60		90.07		2.68		7,824.22		23.03		0.00
2022		97.32		13.54		82.99		8.10		90.07		2.68		7,474.87		21.71		0.00
2023		92.73		12.78		79.01		7.65		90.05		2.68		7,114.82		20.48		0.00
2024		68.59		8.81		58.89		5.34		89.85		2.68		5,290.87		14.31		0.00
2025		62.13		7.65		53.37		4.65		89.85		2.68		4,795.58		12.45		0.00
2026		54.05		6.50		46.31		3.94		89.85		2.68		4,161.17		10.56		0.00
2027		51.87		6.16		44.40		3.73		89.85		2.68		3,989.73		9.99		0.00
2028		49.92		5.85		42.71		3.54		89.85		2.68		3,837.23		9.48		0.00
Rem		459.25		49.99		387.37		29.86		89.85		2.68		34,804.76		79.99		0.00
Total		1,971.14		672.08		1,682.26		401.10		90.08		2.68		151,545.27		1,074.58		0.00
Ult		37,535.85		12,578.93

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		23.00		610.48		328.12		0.00		0.00		4,976.32		0.00		0.00		7,209.98		6,883.63
2015		22.00		559.13		300.55		0.00		0.00		4,897.77		0.00		0.00		6,264.54		12,320.73
2016		22.00		514.15		276.40		0.00		0.00		4,753.64		0.00		0.00		5,511.93		16,669.53
2017		21.00		471.58		253.55		0.00		0.00		4,588.49		0.00		0.00		4,828.44		20,132.03
2018		21.00		443.18		238.35		0.00		0.00		4,588.49		0.00		0.00		4,264.05		22,911.90
2019		21.00		412.93		223.06		0.00		0.00		4,517.09		0.00		0.00		3,769.39		25,145.96
2020		20.00		384.32		208.07		0.00		0.00		4,416.89		0.00		0.00		3,313.69		26,931.83
2021		19.00		362.35		196.18		0.00		0.00		4,379.52		0.00		0.00		2,909.19		28,356.46
2022		19.00		346.15		187.41		0.00		0.00		4,379.52		0.00		0.00		2,583.49		29,506.67
2023		19.00		329.47		178.38		0.00		0.00		4,349.64		0.00		0.00		2,277.82		30,428.67
2024		16.00		244.94		132.63		0.00		0.00		2,889.12		0.00		0.00		2,038.50		31,178.81
2025		12.00		221.97		120.20		0.00		0.00		2,641.22		0.00		0.00		1,824.64		31,789.11
2026		10.00		192.58		104.29		0.00		0.00		2,231.62		0.00		0.00		1,643.23		32,288.74
2027		10.00		184.64		99.99		0.00		0.00		2,231.62		0.00		0.00		1,483.47		32,698.82
2028		10.00		177.57		96.17		0.00		0.00		2,231.62		0.00		0.00		1,341.35		33,035.95
Rem.				1,610.19		872.12		0.00		0.00		24,040.35		0.00		0.00		8,362.10		1,260.99
Total				7,065.63		3,815.50		0.00		0.00		82,112.93		0.00		0.00		59,625.80		34,296.94

		Present Worth Profile (M$)
		PW	5.00% :	43,389.35
Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	37,397.31
ROInvestment (disc/undisc) :	0.00 /0.00	PW	10.00% :	34,296.94
Years to Payout :	0.00	PW	12.00% :	31,710.26
Internal ROR (%) :	0.00	PW	15.00% :	28,548.27
		PW	20.00% :	24,599.17

TRC Eco Detailed.rpt 1

Date :   04/03/2014  1:18:19PM ECONOMIC SUMMARY PROJECTION Proved Producing Rsv Class & Category

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014
Partner :	All Cases	Discount Rate (%) : 10.00
Case Type :	REPORT BREAK TOTAL CASE	Custom Selection
		Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu

Cum Oil (Mbbl) :	35,564.71
Cum Gas (MMcf) :	11,906.86

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		166.21		119.22		142.99		71.05		90.46		2.68		12,934.57		190.34		0.00
2015		152.63		108.23		131.15		64.50		90.35		2.68		11,849.20		172.79		0.00
2016		140.69		98.27		120.71		58.55		90.29		2.68		10,899.26		156.86		0.00
2017		129.34		88.69		110.81		52.83		90.25		2.68		10,000.52		141.55		0.00
2018		121.82		80.59		104.27		48.01		90.21		2.68		9,405.46		128.62		0.00
2019		114.96		36.22		98.30		21.62		90.18		2.68		8,864.54		57.92		0.00
2020		107.83		15.25		92.10		9.14		90.10		2.68		8,298.48		24.50		0.00
2021		101.80		14.35		86.87		8.60		90.07		2.68		7,824.22		23.03		0.00
2022		97.32		13.54		82.99		8.10		90.07		2.68		7,474.87		21.71		0.00
2023		92.73		12.78		79.01		7.65		90.05		2.68		7,114.82		20.48		0.00
2024		68.59		8.81		58.89		5.34		89.85		2.68		5,290.87		14.31		0.00
2025		62.13		7.65		53.37		4.65		89.85		2.68		4,795.58		12.45		0.00
2026		54.05		6.50		46.31		3.94		89.85		2.68		4,161.17		10.56		0.00
2027		51.87		6.16		44.40		3.73		89.85		2.68		3,989.73		9.99		0.00
2028		49.92		5.85		42.71		3.54		89.85		2.68		3,837.23		9.48		0.00
Rem		459.25		49.99		387.37		29.86		89.85		2.68		34,804.76		79.99		0.00
Total		1,971.14		672.08		1,682.26		401.10		90.08		2.68		151,545.27		1,074.58		0.00
Ult		37,535.85		12,578.93

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		23.00		610.48		328.12		0.00		0.00		4,976.32		0.00		0.00		7,209.98		6,883.63
2015		22.00		559.13		300.55		0.00		0.00		4,897.77		0.00		0.00		6,264.54		12,320.73
2016		22.00		514.15		276.40		0.00		0.00		4,753.64		0.00		0.00		5,511.93		16,669.53
2017		21.00		471.58		253.55		0.00		0.00		4,588.49		0.00		0.00		4,828.44		20,132.03
2018		21.00		443.18		238.35		0.00		0.00		4,588.49		0.00		0.00		4,264.05		22,911.90
2019		21.00		412.93		223.06		0.00		0.00		4,517.09		0.00		0.00		3,769.39		25,145.96
2020		20.00		384.32		208.07		0.00		0.00		4,416.89		0.00		0.00		3,313.69		26,931.83
2021		19.00		362.35		196.18		0.00		0.00		4,379.52		0.00		0.00		2,909.19		28,356.46
2022		19.00		346.15		187.41		0.00		0.00		4,379.52		0.00		0.00		2,583.49		29,506.67
2023		19.00		329.47		178.38		0.00		0.00		4,349.64		0.00		0.00		2,277.82		30,428.67
2024		16.00		244.94		132.63		0.00		0.00		2,889.12		0.00		0.00		2,038.50		31,178.81
2025		12.00		221.97		120.20		0.00		0.00		2,641.22		0.00		0.00		1,824.64		31,789.11
2026		10.00		192.58		104.29		0.00		0.00		2,231.62		0.00		0.00		1,643.23		32,288.74
2027		10.00		184.64		99.99		0.00		0.00		2,231.62		0.00		0.00		1,483.47		32,698.82
2028		10.00		177.57		96.17		0.00		0.00		2,231.62		0.00		0.00		1,341.35		33,035.95
Rem.				1,610.19		872.12		0.00		0.00		24,040.35		0.00		0.00		8,362.10		1,260.99
Total				7,065.63		3,815.50		0.00		0.00		82,112.93		0.00		0.00		59,625.80		34,296.94

		Present Worth Profile (M$)
		PW	5.00% :	43,389.35
Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	37,397.31
ROInvestment (disc/undisc) :	0.00 /0.00	PW	10.00% :	34,296.94
Years to Payout :	0.00	PW	12.00% :	31,710.26
Internal ROR (%) :	0.00	PW	15.00% :	28,548.27
		PW	20.00% :	24,599.17

TRC Eco Detailed.rpt 2

Date :   04/03/2014  1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	BLALOCK JJ 1R
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	QUITMAN
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	42.47
Cum Gas (MMcf) :	6.86

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		15.67		0.00		13.71		0.00		93.93		0.00		1,287.51		0.00		0.00
2015		11.10		0.00		9.71		0.00		93.93		0.00		912.23		0.00		0.00
2016		7.97		0.00		6.98		0.00		93.93		0.00		655.32		0.00		0.00
2017		5.76		0.00		5.04		0.00		93.93		0.00		473.24		0.00		0.00
2018		4.21		0.00		3.69		0.00		93.93		0.00		346.33		0.00		0.00
2019		3.11		0.00		2.72		0.00		93.93		0.00		255.86		0.00		0.00
2020		0.94		0.00		0.83		0.00		93.93		0.00		77.61		0.00		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		48.77		0.00		42.67		0.00		93.93		0.00		4,008.11		0.00		0.00
Ult		91.23		6.86

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		1.00		59.34		32.19		0.00		0.00		101.40		0.00		0.00		1,094.59		1,047.12
2015		1.00		42.04		22.81		0.00		0.00		101.40		0.00		0.00		745.99		1,695.92
2016		1.00		30.20		16.38		0.00		0.00		101.40		0.00		0.00		507.34		2,097.06
2017		1.00		21.81		11.83		0.00		0.00		101.40		0.00		0.00		338.20		2,340.17
2018		1.00		15.96		8.66		0.00		0.00		101.40		0.00		0.00		220.31		2,484.18
2019		1.00		11.79		6.40		0.00		0.00		101.40		0.00		0.00		136.27		2,565.20
2020		1.00		3.58		1.94		0.00		0.00		37.37		0.00		0.00		34.73		2,584.48
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				184.72		100.20		0.00		0.00		645.77		0.00		0.00		3,077.42		2,584.48

Major Phase :	Oil			Abandonment Date :	5/15/2020
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	1,550.00	bbl/month		Revenue Int :	0.87500000	PW	5.00% :	2,807.13
Abandonment :	200.00	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	2,668.60
Initial Decline :	30.00	% year	b = 0.100	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	2,584.48
Beg Ratio :	0.000			Years to Payout :	0.00	PW	12.00% :	2,506.18
End Ratio :	0.000			Internal ROR (%) :	0.00	PW	15.00% :	2,398.47
						PW	20.00% :	2,241.13

TRC Eco Detailed.rpt 3

Date :   04/03/2014 1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	BLALOCK VC 7 (Paluxy)
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	QUITMAN
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	1.26
Cum Gas (MMcf) :	0.00

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		1.12		0.00		0.95		0.00		93.93		0.00		89.05		0.00		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		1.12		0.00		0.95		0.00		93.93		0.00		89.05		0.00		0.00
Ult		2.37		0.00

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		1.00		4.10		2.23		0.00		0.00		78.55		0.00		0.00		4.16		4.05
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				4.10		2.23		0.00		0.00		78.55		0.00		0.00		4.16		4.05

Major Phase :	Oil			Abandonment Date :	10/13/2014
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	124.00	bbl/month		Revenue Int :	0.84765620	PW	5.00% :	4.11
Abandonment :	114.18	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	4.07
Initial Decline :	10.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	4.05
Beg Ratio :	0.000			Years to Payout :	0.00	PW	12.00% :	4.03
End Ratio :	0.000			Internal ROR (%) :	0.00	PW	15.00% :	4.00
						PW	20.00% :	3.95

TRC Eco Detailed.rpt 4

Date :   04/03/2014 1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	CLARK JM 1R, 2, 4
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	2,797.14
Cum Gas (MMcf) :	116.20

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		21.39		0.00		18.72		0.00		89.85		0.00		1,681.59		0.00		0.00
2015		20.43		0.00		17.87		0.00		89.85		0.00		1,605.97		0.00		0.00
2016		19.56		0.00		17.12		0.00		89.85		0.00		1,537.85		0.00		0.00
2017		18.63		0.00		16.30		0.00		89.85		0.00		1,464.59		0.00		0.00
2018		17.79		0.00		15.57		0.00		89.85		0.00		1,398.73		0.00		0.00
2019		16.99		0.00		14.87		0.00		89.85		0.00		1,335.83		0.00		0.00
2020		16.27		0.00		14.24		0.00		89.85		0.00		1,279.17		0.00		0.00
2021		15.50		0.00		13.56		0.00		89.85		0.00		1,218.23		0.00		0.00
2022		14.80		0.00		12.95		0.00		89.85		0.00		1,163.45		0.00		0.00
2023		14.13		0.00		12.37		0.00		89.85		0.00		1,111.13		0.00		0.00
2024		13.53		0.00		11.84		0.00		89.85		0.00		1,064.00		0.00		0.00
2025		12.89		0.00		11.28		0.00		89.85		0.00		1,013.31		0.00		0.00
2026		12.31		0.00		10.77		0.00		89.85		0.00		967.74		0.00		0.00
2027		11.76		0.00		10.29		0.00		89.85		0.00		924.22		0.00		0.00
2028		11.26		0.00		9.85		0.00		89.85		0.00		885.02		0.00		0.00
Rem		86.05		0.00		75.29		0.00		89.85		0.00		6,765.19		0.00		0.00
Total		323.28		0.00		282.87		0.00		89.85		0.00		25,416.02		0.00		0.00
Ult		3,120.42		116.20

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		3.00		77.51		42.04		0.00		0.00		512.60		0.00		0.00		1,049.44		1,001.37
2015		3.00		74.02		40.15		0.00		0.00		512.60		0.00		0.00		979.19		1,850.83
2016		3.00		70.88		38.45		0.00		0.00		512.60		0.00		0.00		915.92		2,573.17
2017		3.00		67.50		36.61		0.00		0.00		512.60		0.00		0.00		847.87		3,180.97
2018		3.00		64.47		34.97		0.00		0.00		512.60		0.00		0.00		786.69		3,693.69
2019		3.00		61.57		33.40		0.00		0.00		512.60		0.00		0.00		728.26		4,125.21
2020		3.00		58.96		31.98		0.00		0.00		512.60		0.00		0.00		675.63		4,489.16
2021		3.00		56.15		30.46		0.00		0.00		512.60		0.00		0.00		619.02		4,792.26
2022		3.00		53.62		29.09		0.00		0.00		512.60		0.00		0.00		568.13		5,045.18
2023		3.00		51.21		27.78		0.00		0.00		512.60		0.00		0.00		519.53		5,255.45
2024		3.00		49.04		26.60		0.00		0.00		512.60		0.00		0.00		475.76		5,430.50
2025		3.00		46.70		25.33		0.00		0.00		512.60		0.00		0.00		428.67		5,573.88
2026		3.00		44.60		24.19		0.00		0.00		512.60		0.00		0.00		386.34		5,691.35
2027		3.00		42.60		23.11		0.00		0.00		512.60		0.00		0.00		345.92		5,786.98
2028		3.00		40.79		22.13		0.00		0.00		512.60		0.00		0.00		309.50		5,864.78
Rem.				311.81		169.13		0.00		0.00		4,981.40		0.00		0.00		1,302.85		236.42
Total				1,171.44		635.40		0.00		0.00		12,670.46		0.00		0.00		10,938.73		6,101.20

Major Phase :	Oil			Abandonment Date :	9/22/2038
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	1,825.00	bbl/month		Revenue Int :	0.87500000	PW	5.00% :	7,886.11
Abandonment :	584.57	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	6,713.10
Initial Decline :	4.50	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	6,101.20
Beg Ratio :	0.000			Years to Payout :	0.00	PW	12.00% :	5,590.10
End Ratio :	0.000			Internal ROR (%) :	0.00	PW	15.00% :	4,967.02
						PW	20.00% :	4,196.33

TRC Eco Detailed.rpt 5

Date :   04/03/2014 1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	COKE SUB CLARKSVILLE UNIT
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	SUB-CLARKSVILLE
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	2,541.32
Cum Gas (MMcf) :	19.70

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		10.93		1.42		6.62		0.60		89.85		2.68		595.04		1.61		0.00
2015		10.62		1.35		6.43		0.57		89.85		2.68		578.08		1.54		0.00
2016		10.35		1.29		6.27		0.55		89.85		2.68		563.12		1.47		0.00
2017		10.02		1.23		6.07		0.52		89.85		2.68		545.56		1.40		0.00
2018		9.74		1.17		5.90		0.50		89.85		2.68		530.01		1.33		0.00
2019		9.46		1.12		5.73		0.48		89.85		2.68		514.90		1.27		0.00
2020		9.22		1.07		5.58		0.45		89.85		2.68		501.58		1.22		0.00
2021		8.93		1.02		5.41		0.43		89.85		2.68		485.94		1.16		0.00
2022		8.67		0.97		5.25		0.41		89.85		2.68		472.09		1.11		0.00
2023		8.43		0.93		5.10		0.39		89.85		2.68		458.63		1.05		0.00
2024		8.21		0.89		4.97		0.38		89.85		2.68		446.76		1.01		0.00
2025		7.95		0.84		4.82		0.36		89.85		2.68		432.83		0.96		0.00
2026		7.73		0.81		4.68		0.34		89.85		2.68		420.49		0.92		0.00
2027		7.51		0.77		4.55		0.33		89.85		2.68		408.51		0.87		0.00
2028		7.31		0.74		4.43		0.31		89.85		2.68		397.94		0.84		0.00
Rem		88.01		7.75		53.31		3.29		89.85		2.68		4,790.04		8.81		0.00
Total		223.09		23.38		135.13		9.91		89.85		2.68		12,141.52		26.55		0.00
Ult		2,764.42		43.08

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		2.00		27.55		14.92		0.00		0.00		235.34		0.00		0.00		318.85		304.19
2015		2.00		26.76		14.49		0.00		0.00		235.34		0.00		0.00		303.03		567.02
2016		2.00		26.07		14.11		0.00		0.00		235.34		0.00		0.00		289.08		794.96
2017		2.00		25.25		13.67		0.00		0.00		235.34		0.00		0.00		272.70		990.40
2018		2.00		24.53		13.28		0.00		0.00		235.34		0.00		0.00		258.20		1,158.64
2019		2.00		23.83		12.90		0.00		0.00		235.34		0.00		0.00		244.11		1,303.26
2020		2.00		23.21		12.57		0.00		0.00		235.34		0.00		0.00		231.68		1,428.03
2021		2.00		22.48		12.18		0.00		0.00		235.34		0.00		0.00		217.10		1,534.31
2022		2.00		21.84		11.83		0.00		0.00		235.34		0.00		0.00		204.18		1,625.18
2023		2.00		21.22		11.49		0.00		0.00		235.34		0.00		0.00		191.64		1,702.72
2024		2.00		20.67		11.19		0.00		0.00		235.34		0.00		0.00		180.57		1,769.15
2025		2.00		20.02		10.84		0.00		0.00		235.34		0.00		0.00		167.59		1,825.18
2026		2.00		19.45		10.54		0.00		0.00		235.34		0.00		0.00		156.09		1,872.63
2027		2.00		18.89		10.23		0.00		0.00		235.34		0.00		0.00		144.92		1,912.68
2028		2.00		18.40		9.97		0.00		0.00		235.34		0.00		0.00		135.06		1,946.62
Rem.				221.44		119.97		0.00		0.00		3,555.45		0.00		0.00		901.98		143.21
Total				561.61		304.20		0.00		0.00		7,085.49		0.00		0.00		4,216.78		2,089.82

Major Phase :	Oil			Abandonment Date :	2/9/2044
Perfs :	0 - 0			Working Int :	0.83261130	Present Worth Profile (M$)
Initial Rate :	925.00	bbl/month		Revenue Int :	0.60571290	PW	5.00% :	2,825.27
Abandonment :	387.09	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	2,335.15
Initial Decline :	2.85	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	2,089.82
Beg Ratio :	0.131			Years to Payout :	0.00	PW	12.00% :	1,890.41
End Ratio :	0.076			Internal ROR (%) :	0.00	PW	15.00% :	1,654.09
						PW	20.00% :	1,371.92

TRC Eco Detailed.rpt 6

Date :   04/03/2014   1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	COKE UNIT -A- 2
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	HILL
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	114.82
Cum Gas (MMcf) :	6,262.09

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		0.57		96.75		0.48		57.51		89.85		2.68		43.42		154.06		0.00
2015		0.51		87.08		0.43		51.76		89.85		2.68		39.08		138.67		0.00
2016		0.46		78.58		0.39		46.71		89.85		2.68		35.27		125.13		0.00
2017		0.41		70.52		0.35		41.92		89.85		2.68		31.65		112.30		0.00
2018		0.37		63.48		0.32		37.73		89.85		2.68		28.49		101.08		0.00
2019		0.12		20.09		0.10		11.94		89.85		2.68		9.02		31.99		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		2.45		416.50		2.08		247.56		89.85		2.68		186.92		663.24		0.00
Ult		117.27		6,678.59

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		1.00		13.60		4.94		0.00		0.00		107.57		0.00		0.00		71.38		68.20
2015		1.00		12.24		4.44		0.00		0.00		107.57		0.00		0.00		53.50		114.69
2016		1.00		11.04		4.01		0.00		0.00		107.57		0.00		0.00		37.78		144.55
2017		1.00		9.91		3.60		0.00		0.00		107.57		0.00		0.00		22.88		161.01
2018		1.00		8.92		3.24		0.00		0.00		107.57		0.00		0.00		9.84		167.47
2019		1.00		2.82		1.03		0.00		0.00		36.17		0.00		0.00		0.99		168.08
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				58.53		21.25		0.00		0.00		574.01		0.00		0.00		196.37		168.08

Major Phase :	Gas			Abandonment Date :	5/4/2019
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	8,500.00	Mcf/month		Revenue Int :	0.84912960	PW	5.00% :	181.03
Abandonment :	4,843.16	Mcf/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	173.01
Initial Decline :	10.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	168.08
Beg Ratio :	0.006			Years to Payout :	0.00	PW	12.00% :	163.45
End Ratio :	0.006			Internal ROR (%) :	0.00	PW	15.00% :	157.01
						PW	20.00% :	147.47

TRC Eco Detailed.rpt 7

Date :   04/03/2014   1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	COKE UNIT -A- 6 (Rodessa)
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	HILL
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	4.63
Cum Gas (MMcf) :	511.91

Gross

Gross

Net

Net

Oil

Gas

Oil

Gas

Misc.

Year

Oil

Gas

Oil

Gas

Price

Price

Revenue

Revenue

Revenue

(Mbbl)

(MMcf)

(Mbbl)

(MMcf)

($/bbl)

($/Mcf)

(M$)

(M$)

(M$)

NON-ECONOMIC

Rem

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Total

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Ult

4.63

511.91

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00

Major Phase :	Gas			Abandonment Date :	1/1/2014
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	0.00	Mcf/month		Revenue Int :	0.87611610	PW	5.00% :	0.00
Abandonment :	0.00	Mcf/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	0.00
Initial Decline :	0.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	0.00
Beg Ratio :	0.000			Years to Payout :	0.00	PW	12.00% :	0.00
End Ratio :	0.000			Internal ROR (%) :	0.00	PW	15.00% :	0.00
						PW	20.00% :	0.00

TRC Eco Detailed.rpt 8

Date :   04/03/2014   1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	CONNER B 1R, 3D-SWD
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	1,919.12
Cum Gas (MMcf) :	275.98

Gross

Gross

Net

Net

Oil

Gas

Oil

Gas

Misc.

Year

Oil

Gas

Oil

Gas

Price

Price

Revenue

Revenue

Revenue

(Mbbl)

(MMcf)

(Mbbl)

(MMcf)

($/bbl)

($/Mcf)

(M$)

(M$)

(M$)

NON-ECONOMIC

Rem

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Total

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Ult

1,919.12

275.98

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00

Major Phase :	Oil			Abandonment Date :	1/1/2014
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	485.00	bbl/month		Revenue Int :	0.87500000	PW	5.00% :	0.00
Abandonment :	485.00	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	0.00
Initial Decline :	4.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	0.00
Beg Ratio :	0.309			Years to Payout :	0.00	PW	12.00% :	0.00
End Ratio :	0.309			Internal ROR (%) :	0.00	PW	15.00% :	0.00
						PW	20.00% :	0.00

TRC Eco Detailed.rpt 9

Date :   04/03/2014   1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	DARBY LC -A- 1R, 2
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	2,591.14
Cum Gas (MMcf) :	377.39

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		24.75		4.60		23.98		3.12		89.85		2.68		2,154.70		8.36		0.00
2015		22.87		4.23		22.15		2.87		89.85		2.68		1,990.62		7.69		0.00
2016		21.26		3.91		20.60		2.65		89.85		2.68		1,850.87		7.10		0.00
2017		19.73		3.58		19.11		2.43		89.85		2.68		1,717.45		6.51		0.00
2018		18.42		3.30		17.84		2.24		89.85		2.68		1,603.20		5.99		0.00
2019		17.24		3.03		16.70		2.06		89.85		2.68		1,500.86		5.51		0.00
2020		16.23		2.80		15.72		1.90		89.85		2.68		1,412.52		5.08		0.00
2021		15.23		2.57		14.75		1.74		89.85		2.68		1,325.36		4.66		0.00
2022		14.36		2.36		13.91		1.60		89.85		2.68		1,249.91		4.29		0.00
2023		13.57		2.17		13.15		1.47		89.85		2.68		1,181.23		3.95		0.00
2024		12.88		2.00		12.48		1.36		89.85		2.68		1,121.49		3.64		0.00
2025		12.19		1.84		11.81		1.25		89.85		2.68		1,060.90		3.34		0.00
2026		11.58		1.69		11.22		1.15		89.85		2.68		1,008.12		3.07		0.00
2027		11.02		1.56		10.68		1.06		89.85		2.68		959.50		2.83		0.00
2028		10.54		1.44		10.21		0.97		89.85		2.68		917.04		2.61		0.00
Rem		96.60		10.41		93.58		7.06		89.85		2.68		8,408.00		18.91		0.00
Total		338.48		51.49		327.90		34.92		89.85		2.68		29,461.78		93.55		0.00
Ult		2,929.61		428.88

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		2.00		99.94		54.08		0.00		0.00		516.34		0.00		0.00		1,492.71		1,424.84
2015		2.00		92.33		49.96		0.00		0.00		516.34		0.00		0.00		1,339.69		2,587.41
2016		2.00		85.84		46.45		0.00		0.00		516.34		0.00		0.00		1,209.34		3,541.41
2017		2.00		79.65		43.10		0.00		0.00		516.34		0.00		0.00		1,084.88		4,319.32
2018		2.00		74.34		40.23		0.00		0.00		516.34		0.00		0.00		978.28		4,957.07
2019		2.00		69.59		37.66		0.00		0.00		516.34		0.00		0.00		882.79		5,480.27
2020		2.00		65.49		35.44		0.00		0.00		516.34		0.00		0.00		800.34		5,911.47
2021		2.00		61.44		33.25		0.00		0.00		516.34		0.00		0.00		719.00		6,263.59
2022		2.00		57.93		31.36		0.00		0.00		516.34		0.00		0.00		648.58		6,552.35
2023		2.00		54.74		29.63		0.00		0.00		516.34		0.00		0.00		584.48		6,788.94
2024		2.00		51.96		28.13		0.00		0.00		516.34		0.00		0.00		528.71		6,983.50
2025		2.00		49.15		26.61		0.00		0.00		516.34		0.00		0.00		472.15		7,141.42
2026		2.00		46.70		25.28		0.00		0.00		516.34		0.00		0.00		422.88		7,270.02
2027		2.00		44.44		24.06		0.00		0.00		516.34		0.00		0.00		377.50		7,374.38
2028		2.00		42.46		22.99		0.00		0.00		516.34		0.00		0.00		337.86		7,459.30
Rem.				388.95		210.67		0.00		0.00		6,182.15		0.00		0.00		1,645.13		284.99
Total				1,364.95		738.88		0.00		0.00		13,927.19		0.00		0.00		13,524.31		7,744.30

Major Phase :	Oil			Abandonment Date :	12/21/2040
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	2,150.00	bbl/month		Revenue Int :	0.96875000	PW	5.00% :	9,872.34
Abandonment :	530.95	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	8,474.28
Initial Decline :	8.00	% year	b = 0.633	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	7,744.30
Beg Ratio :	0.186			Years to Payout :	0.00	PW	12.00% :	7,133.40
End Ratio :	0.079			Internal ROR (%) :	0.00	PW	15.00% :	6,386.15
						PW	20.00% :	5,455.63

TRC Eco Detailed.rpt 10

Date :   04/03/2014   1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	DARBY LC -B- 1, 6 ,7
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	3,594.58
Cum Gas (MMcf) :	570.08

Gross

Gross

Net

Net

Oil

Gas

Oil

Gas

Misc.

Year

Oil

Gas

Oil

Gas

Price

Price

Revenue

Revenue

Revenue

(Mbbl)

(MMcf)

(Mbbl)

(MMcf)

($/bbl)

($/Mcf)

(M$)

(M$)

(M$)

NON-ECONOMIC

Rem

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Total

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

Ult

3,594.58

570.08

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00

Major Phase :	Oil			Abandonment Date :	1/1/2014
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	1,275.00	bbl/month		Revenue Int :	0.93802090	PW	5.00% :	0.00
Abandonment :	1,275.00	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	0.00
Initial Decline :	5.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	0.00
Beg Ratio :	0.157			Years to Payout :	0.00	PW	12.00% :	0.00
End Ratio :	0.157			Internal ROR (%) :	0.00	PW	15.00% :	0.00
						PW	20.00% :	0.00

TRC Eco Detailed.rpt 11

Date :   04/03/2014   1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	FAULK EL 1R
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	2,532.03
Cum Gas (MMcf) :	242.12

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		4.68		0.70		4.10		0.43		89.85		2.68		368.08		1.15		0.00
2015		4.44		0.67		3.89		0.41		89.85		2.68		349.69		1.09		0.00
2016		2.30		0.35		2.02		0.21		89.85		2.68		181.42		0.57		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		11.42		1.71		10.01		1.05		89.85		2.68		899.18		2.82		0.00
Ult		2,543.45		243.83

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		1.00		17.05		9.23		0.00		0.00		309.28		0.00		0.00		33.67		32.19
2015		1.00		16.20		8.77		0.00		0.00		309.28		0.00		0.00		16.54		46.58
2016		1.00		8.40		4.55		0.00		0.00		165.15		0.00		0.00		3.88		49.73
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				41.66		22.55		0.00		0.00		783.70		0.00		0.00		54.09		49.73

Major Phase :	Oil			Abandonment Date :	7/15/2016
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	400.00	bbl/month		Revenue Int :	0.87611610	PW	5.00% :	51.79
Abandonment :	351.17	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	50.53
Initial Decline :	5.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	49.73
Beg Ratio :	0.150			Years to Payout :	0.00	PW	12.00% :	48.96
End Ratio :	0.150			Internal ROR (%) :	0.00	PW	15.00% :	47.88
						PW	20.00% :	46.20

TRC Eco Detailed.rpt 12

Date :   04/03/2014  1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	FOSTER UNIT 1, 2
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	3,666.57
Cum Gas (MMcf) :	480.35

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		23.05		4.68		20.17		2.86		89.85		2.68		1,811.93		7.67		0.00
2015		22.04		4.44		19.29		2.72		89.85		2.68		1,733.03		7.29		0.00
2016		21.14		4.23		18.50		2.59		89.85		2.68		1,662.01		6.94		0.00
2017		20.16		4.01		17.64		2.46		89.85		2.68		1,585.20		6.58		0.00
2018		19.29		3.81		16.87		2.33		89.85		2.68		1,516.17		6.25		0.00
2019		18.45		3.62		16.14		2.22		89.85		2.68		1,450.15		5.94		0.00
2020		17.69		3.45		15.48		2.11		89.85		2.68		1,390.72		5.66		0.00
2021		16.87		3.27		14.76		2.00		89.85		2.68		1,326.45		5.36		0.00
2022		16.14		3.10		14.12		1.90		89.85		2.68		1,268.69		5.09		0.00
2023		15.43		2.95		13.51		1.81		89.85		2.68		1,213.45		4.84		0.00
2024		14.80		2.81		12.95		1.72		89.85		2.68		1,163.72		4.61		0.00
2025		14.12		2.66		12.35		1.63		89.85		2.68		1,109.94		4.36		0.00
2026		13.50		2.53		11.82		1.55		89.85		2.68		1,061.61		4.15		0.00
2027		12.92		2.40		11.30		1.47		89.85		2.68		1,015.38		3.94		0.00
2028		12.39		2.29		10.84		1.40		89.85		2.68		973.77		3.75		0.00
Rem		41.54		7.55		36.35		4.62		89.85		2.68		3,266.02		12.38		0.00
Total		299.52		57.77		262.08		35.39		89.85		2.68		23,548.25		94.80		0.00
Ult		3,966.09		538.12

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		2.00		84.09		45.49		0.00		0.00		705.17		0.00		0.00		984.85		939.76
2015		2.00		80.42		43.51		0.00		0.00		705.17		0.00		0.00		911.22		1,730.26
2016		2.00		77.13		41.72		0.00		0.00		705.17		0.00		0.00		844.94		2,396.64
2017		2.00		73.56		39.79		0.00		0.00		705.17		0.00		0.00		773.26		2,950.98
2018		2.00		70.35		38.06		0.00		0.00		705.17		0.00		0.00		708.84		3,412.98
2019		2.00		67.29		36.40		0.00		0.00		705.17		0.00		0.00		647.24		3,796.50
2020		2.00		64.52		34.91		0.00		0.00		705.17		0.00		0.00		591.78		4,115.31
2021		2.00		61.54		33.30		0.00		0.00		705.17		0.00		0.00		531.81		4,375.72
2022		2.00		58.86		31.84		0.00		0.00		705.17		0.00		0.00		477.91		4,588.48
2023		2.00		56.29		30.46		0.00		0.00		705.17		0.00		0.00		426.37		4,761.06
2024		2.00		53.98		29.21		0.00		0.00		705.17		0.00		0.00		379.97		4,900.89
2025		2.00		51.49		27.86		0.00		0.00		705.17		0.00		0.00		329.79		5,011.20
2026		2.00		49.24		26.64		0.00		0.00		705.17		0.00		0.00		284.70		5,097.79
2027		2.00		47.10		25.48		0.00		0.00		705.17		0.00		0.00		241.57		5,164.58
2028		2.00		45.16		24.44		0.00		0.00		705.17		0.00		0.00		202.75		5,215.57
Rem.				151.46		81.96		0.00		0.00		2,625.56		0.00		0.00		419.43		87.21
Total				1,092.48		591.08		0.00		0.00		13,203.08		0.00		0.00		8,756.41		5,302.78

Major Phase :	Oil			Abandonment Date :	9/23/2032
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	1,965.00	bbl/month		Revenue Int :	0.87500000	PW	5.00% :	6,640.79
Abandonment :	853.00	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	5,771.31
Initial Decline :	4.36	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	5,302.78
Beg Ratio :	0.204			Years to Payout :	0.00	PW	12.00% :	4,902.86
End Ratio :	0.179			Internal ROR (%) :	0.00	PW	15.00% :	4,404.14
						PW	20.00% :	3,769.36

TRC Eco Detailed.rpt 13

Date :   04/03/2014  1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	KENNEMER CB 1R, 4R, 6
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	5,781.32
Cum Gas (MMcf) :	725.76

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		28.15		5.81		22.83		3.30		89.85		2.68		2,051.68		8.84		0.00
2015		26.54		5.47		21.52		3.10		89.85		2.68		1,933.96		8.31		0.00
2016		25.15		5.15		20.40		2.92		89.85		2.68		1,832.50		7.84		0.00
2017		23.75		4.83		19.26		2.74		89.85		2.68		1,730.92		7.35		0.00
2018		22.55		4.54		18.29		2.58		89.85		2.68		1,643.11		6.90		0.00
2019		21.45		4.27		17.39		2.42		89.85		2.68		1,562.84		6.49		0.00
2020		20.49		4.02		16.62		2.28		89.85		2.68		1,493.21		6.12		0.00
2021		19.50		3.77		15.82		2.14		89.85		2.68		1,421.33		5.73		0.00
2022		18.65		3.54		15.12		2.01		89.85		2.68		1,358.86		5.39		0.00
2023		17.85		3.33		14.48		1.89		89.85		2.68		1,301.07		5.07		0.00
2024		2.15		0.40		1.74		0.23		89.85		2.68		156.61		0.60		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		226.23		45.13		183.48		25.62		89.85		2.68		16,486.11		68.65		0.00
Ult		6,007.56		770.89

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		3.00		95.23		51.51		0.00		0.00		1,182.96		0.00		0.00		730.82		697.68
2015		3.00		89.76		48.56		0.00		0.00		1,182.96		0.00		0.00		620.99		1,236.65
2016		3.00		85.05		46.01		0.00		0.00		1,182.96		0.00		0.00		526.32		1,652.00
2017		3.00		80.33		43.46		0.00		0.00		1,182.96		0.00		0.00		431.52		1,961.51
2018		3.00		76.25		41.25		0.00		0.00		1,182.96		0.00		0.00		349.55		2,189.46
2019		3.00		72.52		39.23		0.00		0.00		1,182.96		0.00		0.00		274.62		2,352.30
2020		3.00		69.28		37.48		0.00		0.00		1,182.96		0.00		0.00		209.61		2,465.36
2021		3.00		65.94		35.68		0.00		0.00		1,182.96		0.00		0.00		142.49		2,535.20
2022		3.00		63.04		34.11		0.00		0.00		1,182.96		0.00		0.00		84.15		2,572.73
2023		3.00		60.35		32.65		0.00		0.00		1,182.96		0.00		0.00		30.18		2,585.01
2024		3.00		7.26		3.93		0.00		0.00		143.92		0.00		0.00		2.10		2,585.81
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				765.02		413.87		0.00		0.00		11,973.52		0.00		0.00		3,402.34		2,585.81

Major Phase :	Oil			Abandonment Date :	2/14/2024
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	2,420.00	bbl/month		Revenue Int :	0.81105000	PW	5.00% :	2,939.91
Abandonment :	1,449.91	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	2,716.77
Initial Decline :	6.00	% year	b = 0.760	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	2,585.81
Beg Ratio :	0.207			Years to Payout :	0.00	PW	12.00% :	2,467.01
End Ratio :	0.184			Internal ROR (%) :	0.00	PW	15.00% :	2,308.39
						PW	20.00% :	2,086.62

TRC Eco Detailed.rpt 14

Date :   04/03/2014  1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	KENNEMER JD 1-R
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	1,455.44
Cum Gas (MMcf) :	165.59

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		12.87		2.13		11.28		1.30		89.85		2.68		1,013.49		3.49		0.00
2015		12.49		2.06		10.94		1.26		89.85		2.68		983.11		3.39		0.00
2016		12.15		2.01		10.64		1.23		89.85		2.68		956.21		3.30		0.00
2017		11.75		1.94		10.29		1.19		89.85		2.68		924.97		3.19		0.00
2018		11.40		1.88		9.99		1.15		89.85		2.68		897.24		3.09		0.00
2019		11.06		1.83		9.69		1.12		89.85		2.68		870.34		3.00		0.00
2020		10.75		1.78		9.42		1.09		89.85		2.68		846.52		2.92		0.00
2021		10.40		1.72		9.11		1.05		89.85		2.68		818.87		2.82		0.00
2022		10.09		1.67		8.84		1.02		89.85		2.68		794.32		2.74		0.00
2023		9.79		1.62		8.58		0.99		89.85		2.68		770.50		2.66		0.00
2024		9.52		1.57		8.34		0.96		89.85		2.68		749.42		2.58		0.00
2025		9.21		1.52		8.07		0.93		89.85		2.68		724.94		2.50		0.00
2026		8.93		1.48		7.83		0.90		89.85		2.68		703.20		2.42		0.00
2027		8.66		1.43		7.59		0.88		89.85		2.68		682.12		2.35		0.00
2028		8.43		1.39		7.38		0.85		89.85		2.68		663.46		2.29		0.00
Rem		147.04		24.28		128.83		14.89		89.85		2.68		11,575.52		39.90		0.00
Total		304.54		50.29		266.82		30.84		89.85		2.68		23,974.20		82.63		0.00
Ult		1,759.98		215.88

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		1.00		46.98		25.42		0.00		0.00		262.18		0.00		0.00		682.41		651.03
2015		1.00		45.57		24.66		0.00		0.00		262.18		0.00		0.00		654.09		1,218.35
2016		1.00		44.32		23.99		0.00		0.00		262.18		0.00		0.00		629.02		1,714.31
2017		1.00		42.87		23.20		0.00		0.00		262.18		0.00		0.00		599.90		2,144.28
2018		1.00		41.59		22.51		0.00		0.00		262.18		0.00		0.00		574.06		2,518.34
2019		1.00		40.34		21.83		0.00		0.00		262.18		0.00		0.00		548.99		2,843.56
2020		1.00		39.24		21.24		0.00		0.00		262.18		0.00		0.00		526.79		3,127.26
2021		1.00		37.95		20.54		0.00		0.00		262.18		0.00		0.00		501.02		3,372.53
2022		1.00		36.82		19.93		0.00		0.00		262.18		0.00		0.00		478.14		3,585.33
2023		1.00		35.71		19.33		0.00		0.00		262.18		0.00		0.00		455.94		3,769.81
2024		1.00		34.74		18.80		0.00		0.00		262.18		0.00		0.00		436.29		3,930.29
2025		1.00		33.60		18.19		0.00		0.00		262.18		0.00		0.00		413.47		4,068.54
2026		1.00		32.59		17.64		0.00		0.00		262.18		0.00		0.00		393.22		4,188.07
2027		1.00		31.62		17.11		0.00		0.00		262.18		0.00		0.00		373.57		4,291.31
2028		1.00		30.75		16.64		0.00		0.00		262.18		0.00		0.00		356.17		4,380.80
Rem.				536.52		290.39		0.00		0.00		6,695.80		0.00		0.00		4,092.71		509.16
Total				1,111.20		601.42		0.00		0.00		10,628.44		0.00		0.00		11,715.78		4,889.96

Major Phase :	Oil			Abandonment Date :	7/18/2054
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	1,090.00	bbl/month		Revenue Int :	0.87616100	PW	5.00% :	6,991.77
Abandonment :	317.00	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	5,562.17
Initial Decline :	3.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	4,889.96
Beg Ratio :	0.165			Years to Payout :	0.00	PW	12.00% :	4,363.66
End Ratio :	0.165			Internal ROR (%) :	0.00	PW	15.00% :	3,761.76
						PW	20.00% :	3,071.19

TRC Eco Detailed.rpt 15

Date :   04/03/2014  1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	MCCREIGHT GA 1
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	1,076.48
Cum Gas (MMcf) :	137.98

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		1.90		0.83		1.66		0.51		89.85		2.68		149.33		1.36		0.00
2015		1.86		0.81		1.63		0.50		89.85		2.68		146.35		1.34		0.00
2016		1.83		0.80		1.60		0.49		89.85		2.68		143.81		1.31		0.00
2017		1.79		0.78		1.56		0.48		89.85		2.68		140.55		1.28		0.00
2018		1.75		0.77		1.53		0.47		89.85		2.68		137.74		1.26		0.00
2019		1.72		0.75		1.50		0.46		89.85		2.68		134.99		1.23		0.00
2020		1.69		0.74		1.48		0.45		89.85		2.68		132.65		1.21		0.00
2021		1.65		0.72		1.44		0.44		89.85		2.68		129.64		1.18		0.00
2022		1.62		0.71		1.41		0.43		89.85		2.68		127.05		1.16		0.00
2023		1.58		0.69		1.39		0.42		89.85		2.68		124.51		1.14		0.00
2024		0.31		0.14		0.27		0.08		89.85		2.68		24.26		0.22		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		17.69		7.74		15.48		4.74		89.85		2.68		1,390.87		12.70		0.00
Ult		1,094.17		145.72

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		1.00		6.99		3.77		0.00		0.00		115.20		0.00		0.00		24.74		23.60
2015		1.00		6.85		3.69		0.00		0.00		115.20		0.00		0.00		21.95		42.63
2016		1.00		6.73		3.63		0.00		0.00		115.20		0.00		0.00		19.57		58.06
2017		1.00		6.57		3.55		0.00		0.00		115.20		0.00		0.00		16.51		69.89
2018		1.00		6.44		3.47		0.00		0.00		115.20		0.00		0.00		13.88		78.93
2019		1.00		6.31		3.41		0.00		0.00		115.20		0.00		0.00		11.30		85.62
2020		1.00		6.20		3.35		0.00		0.00		115.20		0.00		0.00		9.11		90.52
2021		1.00		6.06		3.27		0.00		0.00		115.20		0.00		0.00		6.29		93.60
2022		1.00		5.94		3.21		0.00		0.00		115.20		0.00		0.00		3.86		95.31
2023		1.00		5.82		3.14		0.00		0.00		115.20		0.00		0.00		1.48		95.91
2024		1.00		1.14		0.61		0.00		0.00		22.46		0.00		0.00		0.28		96.01
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				65.06		35.09		0.00		0.00		1,174.46		0.00		0.00		128.96		96.01

Major Phase :	Oil			Abandonment Date :	3/12/2024
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	160.00	bbl/month		Revenue Int :	0.87500000	PW	5.00% :	110.21
Abandonment :	130.22	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	101.25
Initial Decline :	2.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	96.01
Beg Ratio :	0.438			Years to Payout :	0.00	PW	12.00% :	91.28
End Ratio :	0.438			Internal ROR (%) :	0.00	PW	15.00% :	85.00
						PW	20.00% :	76.27

TRC Eco Detailed.rpt 16

Date :   04/03/2014  1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	ROBERTSON JM 3, 4
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	COKE
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	1,685.32
Cum Gas (MMcf) :	195.49

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		13.53		2.30		11.84		1.41		89.85		2.68		1,063.72		3.78		0.00
2015		12.51		2.12		10.94		1.30		89.85		2.68		983.30		3.47		0.00
2016		11.64		1.95		10.19		1.20		89.85		2.68		915.25		3.20		0.00
2017		10.82		1.79		9.47		1.10		89.85		2.68		850.53		2.94		0.00
2018		10.12		1.65		8.85		1.01		89.85		2.68		795.37		2.71		0.00
2019		9.49		1.52		8.30		0.93		89.85		2.68		746.11		2.49		0.00
2020		8.95		1.40		7.83		0.86		89.85		2.68		703.78		2.30		0.00
2021		8.42		1.28		7.37		0.79		89.85		2.68		661.95		2.11		0.00
2022		7.96		1.18		6.97		0.72		89.85		2.68		625.86		1.94		0.00
2023		7.54		1.09		6.60		0.67		89.85		2.68		593.04		1.78		0.00
2024		7.18		1.00		6.28		0.61		89.85		2.68		564.60		1.64		0.00
2025		5.77		0.78		5.05		0.48		89.85		2.68		453.67		1.28		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		113.93		18.06		99.69		11.06		89.85		2.68		8,957.16		29.64		0.00
Ult		1,799.25		213.56

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		2.00		49.31		26.69		0.00		0.00		491.11		0.00		0.00		500.39		477.76
2015		2.00		45.58		24.67		0.00		0.00		491.11		0.00		0.00		425.41		847.04
2016		2.00		42.43		22.96		0.00		0.00		491.11		0.00		0.00		361.96		1,132.69
2017		2.00		39.42		21.34		0.00		0.00		491.11		0.00		0.00		301.60		1,349.03
2018		2.00		36.86		19.95		0.00		0.00		491.11		0.00		0.00		250.14		1,512.17
2019		2.00		34.58		18.72		0.00		0.00		491.11		0.00		0.00		204.20		1,633.25
2020		2.00		32.61		17.65		0.00		0.00		491.11		0.00		0.00		164.70		1,722.06
2021		2.00		30.67		16.60		0.00		0.00		491.11		0.00		0.00		125.67		1,783.65
2022		2.00		28.99		15.69		0.00		0.00		491.11		0.00		0.00		92.00		1,824.65
2023		2.00		27.47		14.87		0.00		0.00		491.11		0.00		0.00		61.37		1,849.53
2024		2.00		26.15		14.16		0.00		0.00		491.11		0.00		0.00		34.83		1,862.39
2025		2.00		21.01		11.37		0.00		0.00		409.60		0.00		0.00		12.97		1,866.80
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				415.07		224.67		0.00		0.00		5,811.83		0.00		0.00		2,535.23		1,866.80

Major Phase :	Oil			Abandonment Date :	11/4/2025
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	1,175.00	bbl/month		Revenue Int :	0.87500000	PW	5.00% :	2,151.63
Abandonment :	558.57	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	1,971.22
Initial Decline :	8.00	% year	b = 0.730	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	1,866.80
Beg Ratio :	0.170			Years to Payout :	0.00	PW	12.00% :	1,773.02
End Ratio :	0.133			Internal ROR (%) :	0.00	PW	15.00% :	1,649.24
						PW	20.00% :	1,478.91

TRC Eco Detailed.rpt 17

Date :   04/03/2014  1:18:19PM ECONOMIC PROJECTION

Project Name :	Glori - Petro Hunt Acq 2013-12	As Of Date : 01/01/2014	Case	:	WHITE SJ ETAL 1,11,15,2,3,4,5
Partner :	All Cases	Discount Rate (%) : 10.00	Reserve Cat.	:	Proved Producing
Case Type :	LEASE CASE	Custom Selection	Field	:	QUITMAN
Archive Set :	default	Oil Price: $96.91/Bbl Gas Price: $3.67/MMBtu	Operator	:	PETRO-HUNT
			Reservoir	:	PALUXY
			Co., State	:	WOOD, TX

Cum Oil (Mbbl) :	5,761.08
Cum Gas (MMcf) :	1,819.38

	Gross		Gross		Net		Net		Oil		Gas		Oil		Gas		Misc.
Year	Oil		Gas		Oil		Gas		Price		Price		Revenue		Revenue		Revenue
	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		($/bbl)		($/Mcf)		(M$)		(M$)		(M$)
2014		7.60		0.00		6.65		0.00		93.93		0.00		625.02		0.00		0.00
2015		7.22		0.00		6.32		0.00		93.93		0.00		593.79		0.00		0.00
2016		6.88		0.00		6.02		0.00		93.93		0.00		565.63		0.00		0.00
2017		6.51		0.00		5.70		0.00		93.93		0.00		535.86		0.00		0.00
2018		6.19		0.00		5.42		0.00		93.93		0.00		509.08		0.00		0.00
2019		5.88		0.00		5.15		0.00		93.93		0.00		483.65		0.00		0.00
2020		5.60		0.00		4.90		0.00		93.93		0.00		460.71		0.00		0.00
2021		5.31		0.00		4.65		0.00		93.93		0.00		436.46		0.00		0.00
2022		5.04		0.00		4.41		0.00		93.93		0.00		414.65		0.00		0.00
2023		4.39		0.00		3.85		0.00		93.93		0.00		361.25		0.00		0.00
Rem		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total		60.62		0.00		53.08		0.00		93.93		0.00		4,986.10		0.00		0.00
Ult		5,821.70		1,819.38

	Well		Net Tax		Net Tax		Net		Net		Net		Other		Net		Annual		Cum Disc.
Year	Count		Production		AdValorem		Investment		Lease Costs		Well Costs		Costs		Profits		Cash Flow		Cash Flow
			(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)
2014		3.00		28.81		15.63		0.00		0.00		358.63		0.00		0.00		221.96		211.85
2015		3.00		27.37		14.84		0.00		0.00		358.63		0.00		0.00		192.95		379.29
2016		3.00		26.07		14.14		0.00		0.00		358.63		0.00		0.00		166.79		510.89
2017		3.00		24.70		13.40		0.00		0.00		358.63		0.00		0.00		139.13		610.68
2018		3.00		23.46		12.73		0.00		0.00		358.63		0.00		0.00		114.26		685.19
2019		3.00		22.29		12.09		0.00		0.00		358.63		0.00		0.00		90.63		738.93
2020		3.00		21.23		11.52		0.00		0.00		358.63		0.00		0.00		69.32		776.33
2021		3.00		20.11		10.91		0.00		0.00		358.63		0.00		0.00		46.80		799.28
2022		3.00		19.11		10.37		0.00		0.00		358.63		0.00		0.00		26.54		811.12
2023		3.00		16.65		9.03		0.00		0.00		328.75		0.00		0.00		6.83		813.92
Rem.				0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Total				229.79		124.65		0.00		0.00		3,556.43		0.00		0.00		1,075.22		813.92

Major Phase :	Oil			Abandonment Date :	11/30/2023
Perfs :	0 - 0			Working Int :	1.00000000	Present Worth Profile (M$)
Initial Rate :	650.00	bbl/month		Revenue Int :	0.87574150	PW	5.00% :	927.27
Abandonment :	390.90	bbl/month		Disc. Initial Invest. (M$) :	0.00	PW	8.00% :	855.84
Initial Decline :	5.00	% year	b = 0.000	ROInvestment (disc/undisc) :	0.00   / 0.00	PW	10.00% :	813.92
Beg Ratio :	0.000			Years to Payout :	0.00	PW	12.00% :	775.90
End Ratio :	0.000			Internal ROR (%) :	0.00	PW	15.00% :	725.13
						PW	20.00% :	654.19

TRC Eco Detailed.rpt 18

GLORI ENERGY / PETRO-HUNT ACQUISITION

Oneline Report

As of 1/1/2014

				Gross Reserves				Net Reserves				Net Revenue								Cash Flow				%
			Rsv	OIL		GAS		OIL		GAS		Oil		Gas		Expense & Tax		Invest		Non-Disc		Disc 10%		Disc. Net
Case Name	Field	Reservoir	Cat	(Mbbl)		(MMcf)		(Mbbl)		(MMcf)		(M$)		(M$)		(M$)		(M$)		(M$)		(M$)		Income
BLALOCK JJ 1R	Quitman	Paluxy	PDP		48.77		-		42.67		-		4,008.11		-		930.69		-		3,077.42		2,584.48		7.54	%
BLALOCK VC 7 (Paluxy)	Quitman	Paluxy	PDP		1.12		-		0.95		-		89.05		-		84.88		-		4.16		4.05		0.01	%
CLARK JM 1R, 2, 4	Coke	Paluxy	PDP		323.28		-		282.87		-		25,416.02		-		14,477.29		-		10,938.73		6,101.20		17.79	%
COKE SUB CLARKSVILLE	Coke	Sub-Clarksville	PDP		223.09		23.38		135.13		9.91		12,141.52		26.55		7,951.30		-		4,216.78		2,089.82		6.09	%
COKE UNIT -A- 2	Coke	Hill	PDP		2.45		416.50		2.08		247.56		186.92		663.24		653.79		-		196.37		168.08		0.49	%
COKE UNIT -A- 6 (Rodessa)	Coke	Hill	PDP		-		-		-		-		-		-		-		-		-		-		0.00	%
CONNER B 1R, 3D-SWD	Coke	Paluxy	PDP		-		-		-		-		-		-		-		-		-		-		0.00	%
DARBY LC -A- 1R, 2	Coke	Paluxy	PDP		338.48		51.49		327.90		34.92		29,461.78		93.55		16,031.02		-		13,524.31		7,744.30		22.58	%
DARBY LC -B- 1, 6 ,7	Coke	Paluxy	PDP		-		-		-		-		-		-		-		-		-		-		0.00	%
FAULK EL 1R	Coke	Paluxy	PDP		11.42		1.71		10.01		1.05		899.18		2.82		847.91		-		54.09		49.73		0.14	%
FOSTER UNIT 1, 2	Coke	Paluxy	PDP		299.52		57.77		262.08		35.39		23,548.25		94.80		14,886.64		-		8,756.41		5,302.78		15.46	%
KENNEMER CB 1R, 4R, 6	Coke	Paluxy	PDP		226.23		45.13		183.48		25.62		16,486.11		68.65		13,152.41		-		3,402.34		2,585.81		7.54	%
KENNEMER JD 1-R	Coke	Paluxy	PDP		304.54		50.29		266.82		30.84		23,974.20		82.63		12,341.06		-		11,715.78		4,889.96		14.26	%
MCCREIGHT GA 1	Coke	Paluxy	PDP		17.69		7.74		15.48		4.74		1,390.87		12.70		1,274.61		-		128.96		96.01		0.28	%
ROBERTSON JM 3, 4	Coke	Paluxy	PDP		113.93		18.06		99.69		11.06		8,957.16		29.64		6,451.57		-		2,535.23		1,866.80		5.44	%
WHITE SJ ETAL 1,11,15,2,3,	Quitman	Paluxy	PDP		60.62		-		53.08		-		4,986.10		-		3,910.88		-		1,075.22		813.92		2.37	%
			Total PDP		1,971.14		672.07		1,682.24		401.09		151,545.27		1,074.58		92,994.05		-		59,625.80		34,296.94		100.00	%

EX-99.5

Exhibit 99.5

Excerpts from Amendment No. 4 to Form S-4 as filed with the Securities and Exchange Commission
on April 9, 2014 and incorporated by reference into the Form 8-K filed April 18, 2014

Disclosures incorporated into Item 2.01:

1. Reference 1

The Redomestication, Business Combination and Merger Agreement

Redomestication to Delaware

Pursuant to the terms and conditions of the Merger Agreement, Infinity Corp., a British Virgin Islands business company, will merge with and into Infinity Acquisition, its wholly owned Delaware subsidiary, with Infinity Acquisition surviving the merger.  Infinity Acquisition was formed in January 2014 for the purposes of effectuating the Business Combination.

At the time of the Redomestication:

· Assuming no Public Shares are tendered pursuant to the Share Tender Offer, each of the 5,750,000 Public Shares then outstanding will be converted automatically into one substantially equivalent share of Infinity Acquisition’s Common Stock;

· The 1,437,500 Founder Shares 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 Public Warrants are tendered pursuant to the Warrant Tender Offer (as defined below), each of the 5,750,000 Public Warrants will be converted into one warrant to purchase Common Stock, each exercisable for one share of Common Stock at $10.00 per share, or the Infinity Acquisition Warrants;

· 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 thirty day period commencing 31 days after the consummation of the Business Combination; and

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

In connection with the Redomestication, Infinity Acquisition has filed this Registration Statement to register the distribution of Common Stock and Infinity Acquisition Warrants to Infinity Corp. shareholders and warrantholders.  See “The Merger Agreement,” and “Description of the Combined Company’s Securities Following the Business Combination.”

Upon effectiveness of the Redomestication, Infinity Corp. will cease to exist and Infinity Acquisition will be the surviving corporation. As a result, Infinity Acquisition will assume all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Infinity Corp., including any and all agreements, covenants, duties and obligations of Infinity Corp. set forth in the Merger Agreement.

For further information regarding the Merger Agreement, see “The Merger Agreement” beginning on page 53 of this prospectus.

Merger with Glori; Merger Consideration

Immediately following the Redomestication, Merger Sub, a Delaware corporation and wholly owned subsidiary of Infinity Acquisition, will be merged with and into Glori, with Glori surviving the merger. Pursuant to the terms of the Merger Agreement, in exchange for all of Glori’s outstanding shares and warrants, Infinity Acquisition will issue to the stockholders and warrantholders of Glori 23,584,557 shares of Common Stock on a pro rata basis, with 707,537 of such shares set aside in escrow, and have $25.0 million in cash or in kind, including debt instruments of no more than $2.0 million (including the proceeds of the PIPE Investment, defined below) available in the surviving company for payment of transaction expenses and for working capital purposes. The shares of Common Stock held by the former Glori shareholders and warrantholders, or the Lock-up Common Stock, immediately following the Transaction Merger will be subject to a lock-up agreement, or the Lock-up Agreement. The approximate dollar value of the merger consideration to be paid in Common Stock by Infinity Acquisition pursuant to the Merger Agreement is approximately $188.7 million based on the purchase price of the Ordinary Shares of $8.00 per share.

- 1 -

Prior to the Business Combination, as set forth in Infinity Corp.’s memorandum and articles of association, Infinity Corp. must complete the Share Tender Offer. Pursuant to the Merger Agreement, Infinity Acquisition will be required to have at least $25.0 million in cash or in kind, including debt instruments of no more than $2.0 million (including the proceeds of the PIPE Investment), to close the Business Combination.

2. Reference 2

DESCRIPTION OF THE COMBINED COMPANY’S SECURITIES
FOLLOWING THE BUSINESS COMBINATION

General

Infinity Acquisition’s Certificate of Incorporation will authorize the issuance of up to 100,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of Infinity Acquisition preferred stock, par value $0.0001 per share. As of the date of this prospectus, Infinity Acquisition had 1,000 outstanding shares of common stock, par value $0.01 per share, and no shares of outstanding preferred stock. The Common Stock and Infinity Acquisition Warrants are expected to be registered pursuant to Section 12 of the Exchange Act. Infinity Acquisition intends to change its name to Glori Energy Inc. in connection with the consummation of the Business Combination and Glori intends to change its name to Glori Energy Technology Inc. Accordingly, the Common Stock and Warrants issued by Infinity Acquisition in connection with the Business Combination will be issued in the name of Glori Energy, Inc. Infinity Acquisition intends to submit an application to Nasdaq to list the Common Stock and Infinity Acquisition Warrants following the Business Combination; however, there can be no assurance concerning Infinity Acquisition’s ability to meet Nasdaq’s qualification standards.

Common Stock

In connection with the consummation of the Business Combination, the 5,750,000 outstanding Public Shares of Infinity Corp. will be converted into 5,750,000 shares of Common Stock of Infinity Acquisition (assuming no Public Shares are tendered pursuant to the Share Tender Offer). The 1,437,500 Founder Shares will be converted 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.

The holders of the Common Stock are entitled to one vote for each share held on all matters to be voted on by stockholders and do not have cumulative voting rights. The holders of Common Stock are entitled to receive their pro rata share of any dividends, if and when declared by the board of directors out of funds legally available therefor. In the event of a liquidation, dissolution or winding up of Infinity Acquisition, Infinity Acquisition’s stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the Infinity Common Stock. Infinity Acquisition’s common stockholders have no preemptive or other subscription rights.

Preferred Stock

The Infinity Acquisition charter will authorize the issuance of 5,000,000 shares of blank check preferred stock with such designation, rights and preferences as may be determined from time to time by Infinity Acquisition’s board of directors. Accordingly, Infinity Acquisition’s board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Common Stock and could have anti-takeover effects. The ability of Infinity Acquisition’s board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Infinity Acquisition or the removal of existing management. No shares of preferred stock are currently issued or outstanding.

Warrants

In connection with the consummation of the Business Combination, the 5,750,000 Public Warrants will be converted into 5,750,000 Infinity Acquisition Warrants (assuming no Public Warrants are tendered pursuant to the Warrant Tender Offer). The 4,820,000 Insider Warrants will be converted into 4,820,000 Infinity Acquisition Insider Warrants.

Each Infinity Acquisition Warrant entitles the registered holder to purchase one share of Common Stock at a price of $10.00 per share, subject to adjustment as discussed below, at any time after the completion of the Business Combination. The Infinity Acquisition Warrants will expire five years after the completion of the Business Combination, at 11:59 p.m., New York City time, or earlier upon redemption or liquidation.

- 2 -

Except as set forth below, Infinity Acquisition will not be obligated to issue any Common Stock pursuant to the exercise of an Infinity Acquisition Warrant unless a registration statement under the Securities Act with respect to the Common Stock underlying the Infinity Acquisition Warrant is then effective and a prospectus relating thereto is current. No Infinity Acquisition Warrant will be exercisable and Infinity Acquisition will not be obligated to issue Common Stock upon exercise of an Infinity Acquisition Warrant unless Common Stock issuable upon such Infinity Acquisition Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Infinity Acquisition Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to an Infinity Acquisition Warrant, the holder of such Infinity Acquisition Warrant will not be entitled to exercise such warrant and such Infinity Acquisition Warrant may have no value and expire worthless. In no event will Infinity Acquisition be required to net cash settle any Infinity Acquisition Warrant.

No Infinity Acquisition Warrants will be exercisable for cash unless Infinity Acquisition has an effective and current registration statement covering the Common Stock issuable upon exercise of the Infinity Acquisition Warrants and a current prospectus relating to such Common Stock. Notwithstanding the foregoing, if a registration statement covering the Common Stock issuable upon exercise of the Public Warrants is not at the time of exercise effective, Infinity Acquisition Warrant holders may, until such time as there is an effective registration statement and during any period during which Infinity Acquisition has failed to maintain an effective registration statement, exercise Infinity Acquisition Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. If cashless exercise is permitted, each holder of Infinity Acquisition Warrants exercising on a cashless basis would pay the exercise price by surrendering the Infinity Acquisition Warrants for that number of Common Stock equal to the quotient obtained by dividing: (x) the product of the number of Common Stock underlying the Infinity Acquisition Warrants, multiplied by the difference between the Infinity Acquisition Warrant exercise price and the “fair market value” by (y) the fair market value. For these purposes, fair market value will mean the volume weighted average price of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the warrant agent from the holder of such Infinity Acquisition Warrants or our securities broker or intermediary.

Once the Infinity Acquisition Warrants become exercisable, Infinity Acquisition may call the Infinity Acquisition Warrants for redemption:

· in whole and not in part;

· at a price of $0.01 per Infinity Acquisition Warrant;

· upon not less than 30 days’ prior written notice of redemption, the 30-day redemption period, to each Infinity Acquisition Warrant holder; and

· if, and only if, the last sale price of Common Stock equals or exceeds $15.00 per share for any 20 trading days within a 30-trading day period ending on the third business day before Infinity Acquisition sends the notice of redemption to the Infinity Acquisition Warrant holders.

Infinity Acquisition will not redeem the Infinity Acquisition Warrants unless there is an effective registration statement covering the Common Stock issuable upon exercise of the Infinity Acquisition Warrants and a current prospectus in respect thereof is available throughout the 30-day redemption period.

Infinity Acquisition has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Infinity Acquisition Warrant exercise price. If the foregoing conditions are satisfied and Infinity Acquisition issues a notice of redemption of the Infinity Acquisition Warrants, each Infinity Acquisition Warrant holder will be entitled to exercise his, her or its Infinity Acquisition Warrant prior to the scheduled redemption date. However, the price of the Common Stock may fall below the $15.00 redemption trigger price as well as the $10.00 warrant exercise price after the redemption notice is issued.

A holder of an Infinity Acquisition Warrant may notify Infinity Acquisition in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Infinity Acquisition Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% of the Common Stock outstanding immediately after giving effect to such exercise.

If the number of outstanding Common Stock is increased by a share dividend payable in Common Stock, or by a split-up of Common Stock or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Common Stock issuable on exercise of each Infinity Acquisition Warrant will be increased in proportion to such increase in the outstanding Common Stock. A rights offering to holders of Common Stock entitling holders to purchase Common Stock at a price less than the fair market value will be deemed a share dividend of a number of Common Stock equal to the product of (i) the number of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining the price payable for Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

- 3 -

In addition, if Infinity Acquisition, at any time while the Infinity Acquisition Warrants are outstanding and unexpired, pays a dividend or make a distribution in cash, securities or other assets to the holders of Common Stock on account of such Common Stock (or other shares into which the Infinity Acquisition Warrants are convertible), other than (a) as described above or (b) certain ordinary cash dividends, then the Infinity Acquisition Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Common Stock in respect of such event.

If the number of outstanding Common Stock is decreased by a consolidation, combination, reverse shares split or reclassification of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse shares split, reclassification or similar event, the number of Common Stock issuable on exercise of each Infinity Acquisition Warrant will be decreased in proportion to such decrease in outstanding Common Stock.

Whenever the number of Common Stock purchasable upon the exercise of the Infinity Acquisition Warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of Common Stock purchasable upon the exercise of the Infinity Acquisition Warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of Common Stock so purchasable immediately thereafter.

The Infinity Acquisition Warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and Infinity Acquisition. Infinity Acquisition Warrant holders should review a copy of the warrant agreement, a form of which will be filed as an exhibit to Infinity Acquisition’s registration statement on Form S-4, for a complete description of the terms and conditions applicable to the Infinity Acquisition Warrants.

The Infinity Acquisition Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of Infinity Acquisition Warrants being exercised. The Infinity Acquisition Warrant holders do not have the rights or privileges of holders of Common Stock and any voting rights until they exercise their Infinity Acquisition Warrants and receive Common Stock. After the issuance of Common Stock upon exercise of the Infinity Acquisition Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional shares will be issued upon exercise of the Infinity Acquisition Warrants. If, upon exercise of Infinity Acquisition Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, Infinity Acquisition will, upon exercise, round up to the nearest whole number the number of shares of Common Stock to be issued to the Infinity Acquisition Warrant holder.

3. Reference 3

SUMMARY OF THE PROSPECTUS

This summary highlights selected information from this prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire prospectus, including the Merger Agreement. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

The Parties

Infinity Acquisition

Glori Acquisition Corp.
c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower) 42 ^nd Floor,
Tel Aviv, Israel, 67023
011-972-3-607-5170

Infinity Acquisition is a wholly owned subsidiary of Infinity Corp. formed in January 2014 for the purpose of engaging in the Business Combination. Infinity Acquisition will be the survivor of the Redomestication and will be the parent company of Glori following the Transaction Merger. Infinity Acquisition intends to change its name to Glori Energy, Inc. in connection with the consummation of the Business Combination.

Infinity Corp.

Infinity Cross Border Acquisition Corporation
c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)}
42nd Floor, Tel Aviv, Israel, 670236342
Telephone: 011-972-3-607-5170

- 4 -

Infinity Corp. is a blank check company that was incorporated as a British Virgin Islands business company with limited liability on April 6, 2011 (under the name Infinity China 1 Acquisition Corporation) for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses or assets.

Prior to Infinity Corp.’s initial public offering, the Initial Shareholders purchased 1,150,000 Founder Shares for a purchase price of $25,000, or approximately $0.022 per share. On May 24, 2012, Infinity Corp.’s directors approved a 1.25-for-1 forward split of its outstanding Ordinary Shares, increasing the number of Founder Shares to 1,437,500.

Infinity Corp. consummated its initial public offering of 5,000,000 Units, each Unit consisting of one Ordinary Share and one Infinity Corp. Warrant to purchase one Ordinary Share, on July 25, 2012. The underwriters of the IPO were granted an option to purchase up to an additional 750,000 Units to cover over-allotments, if any. On July 26, 2012, the underwriters exercised the option in full and, on July 27, 2012, the underwriters purchased all of the over-allotment Units. The net proceeds of the initial public offering, together with approximately $2.4 million from Infinity Corp.’s sale of 4,820,000 Insider Warrants, collectively, to the Infinity Funds and the underwriters of our initial public offering, for an aggregate of approximately $46.0 million, were deposited in the Trust Account.

On July 20, 2012, the Units commenced trading on the NASDAQ Capital Market (“Nasdaq”) under the symbol “INXBU.” On September 20, 2012, certain of the Units were voluntarily separated into the Ordinary Shares and Infinity Corp. Warrants underlying the Units and commenced trading on Nasdaq under the symbols “INXB” and “INXBW,” respectively. Following the separation, the Units continue trading.

The Units that are not voluntarily separated into Ordinary Shares and Infinity Corp. Warrants will continue to trade as Units consisting of one Ordinary Share and one Infinity Corp. Warrant until Infinity Corp. consummates the Business Combination, at which time each Unit will automatically convert into one share of Common Stock and one Infinity Acquisition Warrant. Upon the consummation of the Business Combination, the Units, Ordinary Shares and Infinity Corp. Warrants will become eligible for termination of reporting under Section 12(g)(4) of the Exchange Act.

Merger Sub

Glori Merger Subsidiary, Inc.
c/o Infinity-C.S.V.C. Management Ltd.
3 Azrieli Center (Triangle Tower)
42nd Floor, Tel Aviv, Israel, 67023
Telephone: 011-972-3-607-5170

Merger Sub is a wholly owned subsidiary of Infinity Acquisition formed in January 2014 for the purpose of the Transaction Merger.  Merger Sub will merge with and into Glori, with Glori being the surviving company, upon consummation of the Transaction Merger.

Glori

Glori Energy Inc.

4315 South Drive

Houston, Texas 77053
Telephone: (713) 237-8880

Glori is a technology focused energy company that deploys its proprietary biotechnology to facilitate the secondary production of oil at less than $10 per barrel. Only one third of discovered oil is typically recovered during the life of an oilfield, as recovery of the remaining two thirds of oil is not economically viable with current technology. By activating in-situ microbiology within the reservoir, Glori can efficiently produce a portion of this remaining oil. Glori acquires, owns and operates mature oilfields into which it applies its AERO System technology and additionally is deploying its technology in a range of different geographies and geologies for E&P clients. In furtherance of its acquisition strategy, on February 4, 2014, a wholly-owned subsidiary of Glori entered into a Purchase and Sale Agreement to acquire the Coke Field Assets (defined below) for approximately $40 million, and this transaction closed on March 14, 2014.

- 5 -

As of January 1, 2014, the net proved developed producing oil and natural gas reserves associated with the Coke Field Assets based upon estimates provided by William M. Cobb & Associates, Inc. were 1,749 MBoe (approximately 96% oil and 4% natural gas), and for the month ended December 31, 2013, the average net daily production associated with the Coke Field Assets was 506 Boe per day (approximately 91% oil and 9% natural gas). Glori intends to deploy its AERO System technology in the Coke Field Assets in an attempt to improve production rates and overall oil recovery from these assets.

Glori, which is based in Houston, Texas, was incorporated as Glori Oil Limited, a Delaware Corporation, in November 2005 and changed its name to Glori Energy Inc. in May 2011. In September 2010, Glori incorporated Glori Canada Ltd. (formerly Glori Oil Ltd.) in the province of Alberta, Canada, with registration in the province of Saskatchewan, as a wholly-owned subsidiary, to conduct Glori’s business in Canada. In October 2010, Glori activated a previously dormant wholly-owned subsidiary, Glori Holdings Inc. (formerly Glori Oil Holdings Company) (“Glori Holdings”), to acquire a 100% working interest in the Etzold field. In February 2011, Glori incorporated Glori California Inc. (formerly Glori Oil California Limited) to conduct its operations in the state of California. In September 2013, Glori incorporated OOO Glori Energy to conduct its operations in the Russian Federation. In March 2014, Glori formed Glori Energy Production Inc., a wholly-owned subsidiary of Glori Holdings, to purchase the Coke Field Assets. Glori, Glori Holdings, Glori Canada Ltd., Glori Oil (Argentina) Limited, Glori California Inc., Glori Oil S.R.L., OOO Glori Energy, Inc., and Glori Energy Production Inc. comprise the entities within the Glori corporate structure. Glori has undertaken the dissolution of Glori Oil S.L.R. and is awaiting confirmation that the dissolution was effective.

In addition to the initial funding by Glori’s founders, Glori has successfully concluded a series of venture capital and private equity offerings between 2007 and March 2014 totaling approximately $57.3 million. Glori’s principal stockholders include the following stockholders and some of their affiliates: GTI Group, Kleiner Perkins Caufield & Byers, Oxford Bioscience Partners, Rawoz Technology Company Ltd., Malaysian Life Sciences Capital Fund Ltd., Gentry-Glori Energy Investment, Advantage Capital Partners, and Energy Technology Ventures, LLC, which is a joint venture of General Electric, ConocoPhillips, and NRG Cleantech Investments LLC.

4. Reference 4

GLORI BUSINESS

Overview

Glori is a technology focused energy company that deploys its proprietary biotechnology to facilitate the production of oil at less than $10 per barrel. Only about one-third of the oil discovered in a typical reservoir is recoverable using conventional oil production technology, leaving the remaining two-thirds trapped in the reservoir rock. Glori’s AERO System technology stimulates the native microorganisms that reside in the reservoir to improve the recoverability of this trapped oil. Glori derives revenues from fees earned as a service provider of its technology to third party exploration and production (“E&P”) companies, and also intends to use its technology to increase oil production in oil fields that it acquires and redevelops in the United States.

Glori has assembled a team of oil industry professionals with extensive experience in all facets of acquiring and managing oil properties. Glori intends to acquire and redevelop mature oil fields with historically long-lived, predictable production profiles that fit its criteria for the AERO System. These are mature active waterfloods, or assets with clear waterflood potential, sandstone reservoirs and onshore in the United States. Glori believes it can enhance the revenues, cash flows and acquisition returns from such oil fields through well recompletions, waterflood optimization and implementation of its AERO System of enhanced oil recovery. Glori believes this strategy will enable it to further demonstrate the efficacy of its AERO System while allowing it to capture the increase in revenues and ultimate recovery. Glori believes the acquisition of principally proved producing oil reserves, with production and cash flow history, is an economically attractive, low-risk complement to its service business which is dependent on customer adoption of the AERO System technology. Glori’s acquisition team is developing a “pipeline” of potential acquisitions, both through direct private negotiations as well as the public bid process. Further, by owning its own oil properties, Glori can manage the implementation of AERO System in a controlled environment and accelerate the industry adoption of the technology.

Glori Technology Services

Glori’s AERO System incorporates a dedicated field deployment unit designed to work with existing waterflood operations. Waterflooding is a commonly used process of injecting water into the reservoir in order to increase oil recovery. The AERO System does not have any significant new impact on the environment because it utilizes existing production equipment and infrastructure, and does not change the nature of the customer’s oil production operations. Implementation of the AERO System does not require the drilling of new wells nor does it require other significant new capital investment.

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Glori believes its AERO System increases the oil production rate and the ultimate quantity of oil recovered over the life of the oil field, and extends the life of the field by integrating sophisticated biotechnology with traditional oil production techniques. Glori believes that other enhanced oil recovery techniques, such as the injection of gas, steam or chemicals into the reservoir, introduce new environmental risks and are more expensive. Glori’s initial results on commercial field deployment indicate that the AERO System may recover up to 20% of the oil that remains trapped in a reservoir after the application of conventional oil recovery operations, and may improve total production rates by 60% to 100%. These initial results on commercial field deployment were published in a paper Glori published with Merit Energy Company and Statoil and presented at a July 2011 Society of Petroleum Engineers conference, a copy of which is included as an exhibit to the registration statement of which this prospectus forms a part. However, the true swept area between these two wells is unknown, and further work is required to resolve the improvement to sweep efficiency and corresponding incremental benefit. Further work & extension of the pilot is planned.

Based on commercial applications, Glori believes that, excluding minimal upfront capital investment, Glori’s technology can recover incremental oil at an operating cost of not more than $6 per barrel, depending on the size and life of the project. For example, with respect to the first commercial field deployment of Glori’s AERO System, Glori estimates that its cost for this project, excluding minimum upfront capital costs, research and development costs and selling, general and administrative costs, was approximately $6 per incremental barrel of oil. Glori expects that the costs for future full scale commercial implementations of its technology would not be higher than $6 per barrel, particularly if the size of the project is larger than its first AERO System commercial field deployment. However, these cost estimates are derived from the results for only one project.

Further, Glori believes that the incremental oil recovered from the Stirrup field pilot well would not have been recovered without implementation of the AERO System because traditional enhanced oil recovery technologies, such as thermal injection, gas injection and chemical injection, generally require large scale operations or involve significant costs, making them cost-effective only in larger reservoirs.

Glori has performed extensive laboratory and field testing to validate, integrate and advance technology transferred from three different scientific groups that collectively represent decades of funded research and development. Glori’s technology is protected by several patents and patent applications. Glori and its collaborators, Statoil Petroleum AS, or Statoil, in Norway, The Energy and Resources Institute, or TERI, in India, and Bio Topics S.A., in Argentina, have applied Glori’s predecessor technologies and the AERO System in more than 100 wells throughout the world. Glori estimates that these predecessor technology implementations have recovered over six million barrels of oil that would not have otherwise been recovered. Glori currently has 19 active projects in various stages of analysis and field deployment with international and domestic exploration and production, or E&P, companies. Glori anticipates continuing to demonstrate results with its AERO System technology and expand its customer base as well as utilizing AERO System technology on its own oil fields.

Glori was incorporated as Glori Oil Limited, a Delaware Corporation, in November 2005 and changed its name to Glori Energy Inc. in May 2011. In September 2010, Glori incorporated Glori Canada Ltd. (formerly Glori Oil Ltd.) in the province of Alberta, Canada, with registration in the province of Saskatchewan, as a wholly-owned subsidiary, to conduct Glori’s business in Canada. In October 2010, Glori activated Glori Holdings to acquire a 100% working interest in the Etzold field, in Kansas. In February 2011, Glori incorporated Glori California Inc. (formerly Glori Oil California Limited) to conduct its operations in the state of California. In September, 2013, Glori incorporated OOO Glori Energy to conduct its operations in the Russian Federation. In March 214, Glori formed Glori Energy Production Inc., a wholly-owned subsidiary of Glori Holdings, to purchase the Coke Field Assets. Glori Energy Inc., Glori Holdings, Glori Canada Ltd., Glori Oil (Argentina) Limited, Glori California Inc., OOO Glori Energy Inc., Glori Energy, Glori Oil S.R.L. and Glori Energy Production Inc. comprise the entities within the Glori corporate structure. Glori has undertaken the dissolution of Glori Oil S.L.R. and is awaiting confirmation that the dissolution was effective.

In addition to the initial funding by Glori’s founders, Glori has successfully concluded a series of venture capital and private equity offerings between 2007 and March 2014 totaling approximately $63.8 million. Glori’s principal stockholders include the following stockholders and some of their affiliates: GTI Group, Kleiner Perkins Caufield & Byers, Oxford Bioscience Partners, Rawoz Technology Company Ltd., Malaysian Life Sciences Capital Fund Ltd., Gentry-Glori Energy Investments, LLC, Advantage Capital Partners, and Energy Technology Ventures, LLC, which is a joint venture of General Electric, ConocoPhillips, and NRG Cleantech Investments LLC.

Glori Market Opportunity

Glori’s market for its AERO System consists of domestic and international oil production waterflood sites. According to the EIA report, demand for oil globally is projected to grow from 85.7 million barrels per day in 2008 to 112.2 million barrels per day in 2035, representing a compound annual growth rate of 1%. As oil trades on a global market, the price of oil is not significantly sensitive to local demand and supply fluctuations. While global demand for oil is forecasted to grow, there is an increasing gap between new discoveries and production, decreasing the world’s oil reserves, as it is becoming harder and more expensive to find new oil reservoirs. As a result, enhanced oil recovery technology to improve oil production at mature fields is increasingly important to offset declining reserves.

Conventional oil recovery operations, including waterflood, are commonly believed to only extract around one third of the original oil in place in a reservoir, leaving large quantities behind at the end of life of an oil field. According to the Oil and Gas Journal, “ Global Oil Reserves-2: Recovery factors leave EOR plenty of room for growth” , Volume 105, Issue 42, dated November 12, 2007, a one percent increase in the efficiency of global hydrocarbon recovery would expand conventional oil reserves by 88 billion barrels, which would be enough to replace three years of world production at the current rate.

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According to EIA data released in July 2011, waterflooding accounts for more than one-half of the United States domestic oil production, or over 2.5 million barrels of oil per day. Glori estimates the annual incremental production opportunity for oil producers using the AERO System to be greater than $10 billion in the United States based on an assumed price of $80.00 per barrel and a total production rate increase from the application of Glori’s AERO System of only 30%. As the United States accounts for approximately 9% of the world’s oil production according to the IEA, May 2011 Oil Market Report, the potential annual international market is substantially larger.

Glori believes its AERO System represents the most cost effective enhanced oil recovery method from both a capital expenditure and an operating cost perspective. Glori anticipates its primary competition for this sizable market will come from traditional enhanced oil recovery technologies, such as thermal injection, gas injection and chemical injection, as well as from other microbial enhanced oil recovery methods. Glori believes that its AERO System is superior to traditional enhanced oil recovery technologies both economically and environmentally and that the AERO System is able to recover oil that traditional enhanced oil recovery methods cannot recover on an economic basis. Because the AERO System works with naturally occurring microbes in the reservoir, Glori believes its processes do not cause any damage to the environment. Glori also views its AERO System as presenting the lowest capital expenditure profile of any traditional enhanced oil recovery technology since it requires no new meaningful infrastructure investment. In addition, Glori considers oil produced using its AERO System to have a distinct cost advantage over many renewable energy sources, including biofuels, in that the oil can be sold directly into existing markets using existing infrastructure.

According to a November 2007 Oil &Gas Journal article, about 50% of the world’s oil lies in small to medium sized reservoirs, which are generally untouched by traditional enhanced oil recovery processes. Glori’s AERO System is well suited for smaller and medium sized reservoirs because its technology does not require large scale operations to be economical, unlike thermal injection, gas injection and chemical injection.

According to the United States Environmental Protection Agency, approximately 144,000 wells were being used for waterflooding of oil reservoirs in the United States. Glori’s AERO System is currently designed for sandstone reservoirs with a permeability range greater than 50 milli-darcies.

Technology

Traditional Oil Production

Traditional oil production is carried out through primary reservoir pressure, artificial lift mechanisms and pumps followed by water injection, also known as waterflood, which increases reservoir pressure and displaces some of the oil remaining in the reservoir. However, two-thirds of the original oil in place typically remains trapped in the oil reservoir even after waterflooding.

Glori’s Technology

Microbes residing in oil reservoirs have the natural ability to use oil as a food source to facilitate growth given the right conditions. Growth of microbes on the oil is a fundamental requirement for AERO System functionality. Since the oil acts as a food source, the bulk of ingredients to fuel the AERO System are already in the reservoir, limiting the externally added components to the specific nutrients Glori introduces and water, and the microbial growth and action occur only where the oil is trapped. This process is complex and depends on several distinct groups of microbes performing specialized tasks in the chain of biological reactions. The complexity of the process makes it vulnerable to disruption from external changes in the surrounding environment. Glori leverages its knowledge of how to establish a consistent environment with the right characteristics for mobilization of trapped oil in its AERO System. Glori does not introduce specific microbes selected for its purposes, nor does it rely upon genetically-engineered microorganisms. Instead Glori adds customized nutrients to the reservoir to grow the existing indigenous microbes in that reservoir.

When the analysis and process development for the candidate field have been completed, the project moves into the deployment phase. Glori has designed its deployment systems to integrate with current oilfield waterflood equipment to simplify installation. This has resulted in modular field units that can be customized for continuous input of nutrients to the reservoir. Glori’s field units are equipped with sensors to monitor performance remotely, which allows us to service oil fields efficiently in remote locations. The oil that is produced from the utilization of the AERO System is delivered to market using the existing wells and pipelines that are already available to the oil producer. The additional oil that is captured by the AERO System is not altered in the process. Glori has verified this process by continuous operation of an oil field pilot project for more than three years during which no significant change in the n-alkane distribution could be detected. Oil is composed of a large collection of carbon-containing molecules, or hydrocarbons. A significant percentage of these hydrocarbons are n-alkanes, on average, about 30%. Oil quality reflects the compositional characteristics of its hydrocarbons. Removal of n-alkanes from crude oil results in decreased oil quality; thus, the measure of n-alkanes is a measure of oil quality. Removal of n-alkanes from oil commonly occurs by biodegradation caused by microbes. Oil biodegrading organisms have a specific order of preference for compounds that they remove from oil. Degradation of crude oil tends to remove n-alkanes first. Therefore, measurement of n-alkanes before, during, and after technology application represents a measure of the ability of the process to affect oil quality. The result of “no significant change in n-alkane distribution” demonstrates Glori’s technology has no measurable effect on oil quality.

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Depending on the amount of oil trapped in the reservoir, Glori is expecting the production benefits from AERO System deployment to be sustained over many years until up to an additional 20% of the remaining oil has been produced. While Glori currently applies the technology to mature waterfloods, Glori anticipates further performance improvements when its AERO System process is initiated at an earlier stage of oil recovery. The diagram below illustrates traditional oil recovery and the AERO System.

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As part of the implementation of the AERO System process, Glori analyzes the injection water and water treatment system at the candidate oil field to determine if the water quality is compatible with AERO System requirements. Glori does not need potable water for the AERO System to be successful, but it does need the water to be non-toxic to the microbes. Glori’s results indicate that the AERO System may recover up to 9-12% of the original oil in place in a reservoir.

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Research and Development

Glori’s research and development strategy seeks to extend the reach and effectiveness of the AERO System by focusing on the fundamental mechanisms of microbe-oil interactions. Glori has made significant investments in the development of the AERO System and will continue to fund further technology development in the future. Deployment of the AERO System enables and activates key microbial functionalities within an oil reservoir. These functionalities mobilize otherwise trapped oil resulting in increased production of oil. The functionalities required for successful deployment of the AERO System will be analogous between different reservoir conditions, but the microbes performing them and the nutrients required to best stimulate their growth may be different. To understand this complex system of diverse microbes and their interactions requires understanding the molecular mechanisms at work. As Glori’s knowledge of the biochemistry of oil mobilization by the AERO System develops, it expects to have the ability to both improve current deployment strategies and deploy the AERO System in a greater range of reservoir conditions.

Combined, these research and development programs are designed to drive down costs per incremental barrel of oil produced by increasing oil yield and production rates as well as by increasing both the number of candidate oil fields and the scale of deployment.

In 2006, Glori obtained technology and intellectual property from TERI, a research company based in India, and implemented several field projects. In 2008, Glori acquired know-how of Biotopics, an Argentine company working on related microbial technology in the enhanced oil recovery industry, through a technology development agreement and retained key employees of Biotopics. In 2009, Glori entered into a technology cooperation agreement with Statoil, which has been replaced by an updated 2011 agreement, to incorporate intellectual property and know-how that Statoil has been developing for many years. Glori scientists and engineers have been able to further develop and expand the intellectual property and know-how obtained from these three technology partners to create the AERO System. In addition, Glori is working with the Winogradsky Institute of Microbiology in Moscow on AERO System technology for carbonates.

Glori’s Competitive Strengths

· Disruptive and proven technology: Glori believes that the AERO System is a transformative and disruptive innovation that manipulates the existing reservoir microbial communities to improve the recovery of oil in waterflood oil fields. Glori believes its AERO System is applicable in more oil fields than other existing enhanced oil recovery technologies. Unlike many other new and emerging clean-energy technologies, Glori has not only demonstrated the commercial efficacy of its technology, but has passed the significant milestone of one million incremental gallons of oil produced via the AERO System. Glori currently has 19 active projects in various stages of analysis and field deployment of the AERO System technology.

· Attractive returns from acquisition of oil fields: Glori intends to acquire mature oil fields which are under waterflood or are good candidates for waterflood. By acquiring oil fields and implementing the AERO System technology, Glori can capture 100% of the increase in production, revenues and ultimate oil recovery, resulting in the potential for superior acquisition returns. Additionally, by acquiring its own fields, Glori expects to accelerate the industry adoption of its technology.

· Established commercial contracts: Glori customers include international oil companies and independent oil and gas companies in North America. Glori has had active projects with more than 19 companies.

· Profitable stand-alone economics: Glori’s current commercial application of the AERO System is profitable on a project level basis. For example, Glori estimates that the total operating cost per barrel, excluding minimal upfront capital costs, attributed to the use of Glori’s technology over the life of Glori’s first project, based on the first year of operation, was approximately $6 per incremental barrel of oil. Unlike many other emerging clean-energy technologies, successful commercialization of the AERO System does not depend on the availability of government subsidies or mandates.

· Capital-light technology: Unlike other enhanced oil recovery processes, the AERO System has a capital-light deployment strategy. The AERO System is applied to a reservoir by utilizing Glori’s field deployment module, which requires relatively minor capital investment, alongside Glori’s existing wells. Glori believes its technology has the potential to create a sustainable source of additional economic oil production that will extend the lives of oil fields and related infrastructure for many years.

· Clean alternative to traditional enhanced oil recovery: Glori’s AERO System increases the oil recoverable from an existing field using infrastructure already built and in place. Deployed in a waterflood reservoir, no new wells need to be drilled, no new pipelines are laid, no new significant energy input is required into the process and there is no new disruption to the environment. Furthermore, because the activity is biological and occurs in the reservoir, there is minimal consequent carbon dioxide or greenhouse gas footprint. Once the application of the AERO System ends, the microbes in the reservoir are no longer supplied with nutrients and the reservoir will return to its pre-treatment status. By way of comparison, other enhanced oil recovery techniques require significant energy input, such as thermal injection, or significant additional infrastructure to implement, such as gas injection. In addition, other enhanced oil recovery techniques introduce new environmental impacts, in particular gas injection and chemical injection techniques, which result in a sizable carbon dioxide or greenhouse gas footprint or the addition of a large quantity of chemicals or polymers into the reservoir.

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· Intellectual property position: Glori’s intellectual property, consisting of substantial know-how and trade secrets, is the result of decades of research and development by Glori, Statoil Petroleum AS, or Statoil, in Norway, The Energy and Resources Institute, or TERI, in India, and Bio Topics S.A., or Biotopics, in Argentina. In addition, Glori is working with the Winogradsky Institute of Microbiology in Moscow on AERO System technology for carbonates. Glori also has multiple patents and patent applications. Glori believes its intellectual property and decades of research provide it with a strong competitive advantage and creates a high barrier to entry. See the section titled “Intellectual Property Portfolio” for further discussion.

· Experienced management and technical team: Glori’s management and technical team’s expertise includes microbiology, chemistry and biochemistry, microbial genomics, engineering, geology and geosciences, petroleum engineering, reservoir engineering and production management, and in their respective careers, Glori’s team members played key roles in the commercialization of dozens of successful large-scale industrial biotechnology and traditional oilfield acquisition and development projects.

Milestones and Commercialization Strategy

Technology Milestones

Confirmation of microbial activity: Glori has determined through field sampling and laboratory testing that essentially all hydrocarbon bearing reservoirs either contain microbes or can be injected with source water that does contain microbes that are capable of utilizing the residual hydrocarbon to grow, and in doing so create biomass as biofilms. Glori is continuously refining its methodologies to grow these microbes and Glori’s criteria for selection of nutrients to facilitate certain functionalities in the process. Below is a table that shows, from the sample set Glori has tested, 80% of hydrocarbon bearing reservoirs contain microbes suitable for enhanced recovery. For those that do not show evidence of viable microbes, there is associated “source water” (usually from a subterranean reservoir at a different depth from the target reservoir) that does contain viable microbes:

	Evidence of viable microbes in:
	Production system			Source water			Production + Source Water
Reservoirs tested		18			6			6
Positive findings		83	%		100	%		100	%

Improvement in oil recovery factors: Over the past five years, Glori has achieved a number of significant advances in its research and development effort. Glori’s application of technology progressed from small, discreet application at producing wells under a “huff and puff” process (whereby the nutrient mix is injected into a producer well which is then shut-in for a period of days to allow the microbes to grow before the well is re-opened to production), to full scale application at injection wells under a continuous injection process. In addition, Glori added microbial genomics and bioinformatics capabilities in its laboratory facilities to further advance Glori understanding of the microbial processes involved in oil mobilization.

Development of Glori’s AERO System technology: In 2010, Glori implemented its pilot commercial AERO System project in the field. In April 2011, Glori applied for patent protection of this technology. In 2012, Glori applied for two additional patents associated with exploitation of the AERO mechanism.

Commercialization Milestones

Demonstration of commercial application: Between 2007 and 2009, Glori demonstrated that proprietary nutrient formulations delivered through its “huff and puff” process could accelerate the production of oil through improvement of flow conditions in the near wellbore environment of a production well. Thereafter, Glori applied the AERO System technology at the water injector well continuously and demonstrated improved recovery rates at economically attractive costs. The AERO System implementation builds on predecessor technology implementations that collectively account for over 100 treatments in different wells in multiple locations around the world including the United States, Argentina, the North Sea and India.

Commercialization Strategy

Glori’s mission is to use microbiology to efficiently recover large quantities of oil currently trapped in reservoirs using existing oil wells. To achieve this Glori intends to:

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· Acquire and operate oilfields: Deployment of the AERO System technology to its own oil fields will enable Glori to capture 100% of the revenues and cash flow benefit from the increased production and to generate enhanced acquisition returns. In October 2010, Glori acquired the North Etzold field to demonstrate the application of the AERO System. To accelerate adoption of the AERO System, Glori plans to strategically acquire and develop additional mature oil fields in geographies that it expects will improve its portfolio of field successes.

· Expand Glori’s project portfolio: As of December 31, 2013, Glori had seven customer projects in the Field Deployment stage and another 12 in the Reservoir Analysis and Treatment Design phase. Glori expects to initiate a growing number of projects that are currently in various stages of evaluation. As Glori continues to develop its customer base, it expects its AERO System revenues to grow significantly.

· Optimize Glori’s performance and expand the applicability of the AERO System: While Glori is already active on a commercial scale, it intends to continue to improve its performance and predictability of the AERO System using the Etzold field laboratory as well as additional customer projects and assets Glori acquires. Glori believes that in the future it will develop additional capabilities that will expand the types of fields to which it can apply its technology, such as expanding the applicability of Glori’s technology to carbonate reservoirs.

· Accelerate execution by leveraging additional strategic partnerships: Commercialization of Glori’s technology could be further accelerated and expanded through additional strategic partnerships. Glori currently has collaboration arrangements with Statoil and TERI. Glori is currently exploring collaboration opportunities with a number of major oil companies and other potential partners.

AERO System Service Offering

Glori employs a two-step process to screen and evaluate an oilfield for AERO System suitability, whether for an oil field to be acquired or for a customer. This process ensures a systematic, engineered and customized approach to technology deployment in each reservoir. The same process is used to screen an oilfield acquisition.

Reservoir Analysis and Treatment Design Phase (Analysis Phase) : Glori obtains representative oil and water samples from the reservoir as part of its screening process to evaluate AERO System potential. Samples are taken to Glori’s Houston laboratory where detailed geochemical analysis is performed. The heart of the Analysis Phase deals with microbiological activities, where the indigenous formation microbes are analyzed for functionality. The general activities for the Analysis Phase are:

· Review field characteristics data;

· Perform a geological suitability analysis of the target structure;

· Collect samples from targeted wells;

· Conduct geochemical characterization of oil and water;

· Determine the indigenous microbes present in the reservoir fluids.

· Incubate and study indigenous microbes; and

· Develop an optimal nutrient package for field application including any needed modifications to the field injection water.

Tests are performed at Glori’s Houston laboratory using microbes from the reservoir and nutrient media with the formation water and oil to verify AERO System performance under simulated reservoir conditions. Several iterations of tests are often performed to optimize the system compositions to achieve the optimal AERO System activity. If microbial growth and economical oil recovery can be demonstrated, the project then moves forward to the Field Deployment Phase.. The Reservoir Analysis and Treatment Design phase typically takes an aggregate of two months to complete.

Field Deployment Phase : Once the viability of the AERO System is demonstrated in the Analysis Phase, a detailed project development plan is finalized, and the project proceeds to the Field Deployment Phase where the AERO System is initiated in the oil field to stimulate the indigenous microbes in the oil bearing reservoir.

Glori mobilizes skid-mounted injection equipment to the field location. This equipment has been specially designed and tested by Glori at its Houston facility, and is manufactured by select third parties. The equipment is continuously monitored and operated remotely from Glori’s project command center in Houston. The equipment remains on the lease throughout the duration of AERO System activities. It is usually installed near the waterflood water injection plant where Glori’s microbial nutrient media are injected into waterflood flowlines for delivery to the reservoir.

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Once initiated, Glori and its customer continually evaluate the technical, operational and economic results of the Field Deployment Phase activity. Assuming the project meets the desired criteria, Glori works with the customer to prepare a project expansion plan, up to and including full-field deployment of the AERO System.

Typically Glori starts the Field Deployment Phase as an initial field validation in a small section of a producing field. Results from the AERO System are typically detected within two to three months after it initiates the Field Deployment Phase. After the initial Field Deployment Phase field validation is complete, Glori expects to enter into a longer term contract with its customer to continue the use of the AERO System in the entire or in specific areas of the oil field.

Sales and Marketing

Glori uses a direct sales channel to market its AERO System technology to the E&P industry. As of December 31, 2013, the business development group is comprised of four people, based in Houston and Fort Worth.

Because of the uniqueness of Glori’s technology and the early stage of its development, Glori must educate its customers on its technology in order to generate business. Customers generally introduce Glori to their operations on a limited scope and generally in their lowest-priority oil field in order to test the technology. This approach results in a trial that is suboptimal, but Glori believes will generate additional opportunities to expand its relationship with the customer once Glori’s technology is proven to them.

Customers

Glori has entered into master service agreements that define its legal relationships with oil producers. The scope of work and commercial terms for a particular project are defined in a separate document specific to that project. Most of Glori’s contracts are for a pilot implementation of the AERO System and incorporate a fee for service for the Analysis Phase and a monthly charge for initial Field Deployment Phase validation. After completion of the initial Field Development Phase, Glori anticipates that successful field validation performance will lead to negotiated evergreen contracts for continued Field Development Phase activities.

Glori’s customer base comprises international oil companies and independent oil and gas companies in North America. During 2011, three individual E&P companies exceeded 10% of Glori’s total service revenues for the year: Merit Energy Company LLC, Husky Oil Operations Limited, and Hilcorp Energy Company. During 2012, six individual E&P companies exceeded 10% of Glori’s total service revenues for the year: Cenovus Energy Inc., Enerplus Corporation, Denbury Onshore, LLC, Merit Energy Company LLC, Husky Oil Operations Limited, and Riyam Engineering & Services LLC/ Petroleum Development Oman. During 2013, four individual E&P companies exceeded 10% of Glori’s total service revenues for the year: Cenovus Energy Inc., ConocoPhillips Company, T-C Oil Company, LLC and Merit Energy Company.

Oilfield Acquisition Strategy

Glori intends to acquire and redevelop mature oil fields with historically long-lived, predictable production profiles. Glori believes it can enhance the revenues, cash flows and acquisition returns from such oil fields through well recompletions, secondary recovery, waterflood optimization and implementation of its AERO System of enhanced oil recovery. Glori also plans to selectively acquire fields which may have low current production but have (i) excellent reservoir qualities, (ii) significant original oil in place remaining, and (iii) provide opportunities to re-enter existing wells, return them to production, and deploy the AERO System to capture significant economic quantities of oil. Glori believes this strategy will enable it to further demonstrate the efficacy of its AERO System while allowing it to capture the increase in revenues and ultimate recovery. Often these mature fields have not been fully exploited and have not been exposed to enhanced oil recovery technologies. Additionally, by owning its own oil properties Glori will be able to manage the implementation of the AERO System in a controlled environment and accelerate the industry adoption of the technology. Glori has assembled a team of oil industry professionals with extensive experience in all facets of acquiring and managing oil properties. Glori is seeking and evaluating acquisitions that fit its criteria for the AERO System. These fields are mature active waterfloods, or assets with clear waterflood potential, sandstone reservoirs and are located onshore in the United States. Glori’s acquisition team is developing a “pipeline” of potential acquisitions, both through direct private negotiations as well as the public bid process.

Glori’s Properties

The Coke Field Acquisition

On March 14, 2014, Glori Energy Production Inc. closed the acquisition of the Coke Field Assets for a purchase price of approximately $40 million as described elsewhere in this prospectus. The Coke Field Assets are in the East Texas Basin, located in Wood County, Texas, and include total acreage of 2,446, an average Working Interest percentage of 98.2% (average of Producing well Working Interest). As of January 1, 2014, the net proved developed producing oil and natural gas reserves associated with the Coke Field Assets based upon estimates provided by William M. Cobb & Associates, Inc. were 1,749 MBoe (approximately 96% oil and 4% natural gas), and for the month ended December 31, 2013, the average net daily production associated with the Coke Field Assets was 506 Boe per day (approximately 91% oil and 9% natural gas).

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The Coke Field Assets are comprised of the majority of the Coke Field along with three leases in the Quitman Field. All leases will be operated by Glori. Glori will become the operator on March 15, 2014. The Coke Field is a salt dome structure discovered in 1942. The primary oil producing zone has been the upper Paluxy formation at about 6300 ft. which has a natural water drive. Glori’s Working Interest is 100% in all the Paluxy wells. The Sub-Clarksville formation occurs at about 4100 ft and a unit has been formed across the whole field. Glori’s Working Interest in the Sub-Clarksville unit is 83.26%. Glori’s Working Interest is 100% in the three Quitman Field leases.

The Etzold Field Acquisition

In the fourth quarter of 2010, Glori acquired the North Etzold field, a non-producing oilfield in Seward County, Kansas. North Etzold is part of the Shuck Field and produces from the Chester sandstone. Reservoir properties are around 12 – 14% porosity and 40 – 70 milli-darcies permeability. Historical cumulative production for North Etzold was 1,283,343 barrels of oil at the time Glori started the redevelopment in 2011. The North Etzold field consisted of 14 shut-in wells which had been stripped of wellbore tubulars, artificial lift equipment and the associated oil and water processing and storage facilities. In the first quarter of 2011, Glori recompleted some of these wells and commenced injection into two wells and producing from two wells (the “Phase 1 Recompletion”). The Phase 1 Recompletion included approximately $501,000 for AERO System implementation. Based on production data measured at the primary production well, after the implementation of the AERO System the daily production rate from the impacted well increased by 45% from the average measured for the three months prior to the AERO System implementation. As secondary production proceeds, the oil reservoir gradually depletes and the daily production rate decreases until production is no longer economical. Accordingly, the incremental oil associated with implementation of the AERO system will also continue only as long as oil can continue to be produced economically. This oil field has served as a controlled environment to implement revisions in technology and surface systems to accelerate development and adoption of Glori’s AERO System technology.

Based upon the favorable results of the Phase 1 Recompletion, Glori recompleted other producing wells within North Etzold as part of the second redevelopment of the North Etzold field (the “Phase 2 Recompletion”). Unlike the Phase 1 Recompletion, which was completed prior to implementation of the AERO System, the Phase 2 Recompletion included AERO System implementation as part of the overall recompletion. Because the Phase 2 Recompletion benefited from costs incurred in implementing the AERO System in the Phase I Recompletion, including a source water well and hardware, Glori estimates that the cost of the AERO System implementation for the Phase 2 Recompletion was approximately $5,000, which related primarily to plumbing modifications. The North Etzold field was operated for approximately one year and averaged net daily oil production of approximately 4 barrels. The revenue obtained from this production did not cover the direct production costs and, therefore, the response from the Phase 2 Recompletion was not commercially viable. As a result, no further redevelopment of the North Etzold field was undertaken. In total, approximately 3,256 incremental barrels of oil were recovered from the North Etzold field after implementation of the AERO System, with associated costs totaling approximately $506,000.

In September 2012, Glori acquired the contiguous South Etzold field, consisting of four shut-in wells in similar condition to the North Etzold field acquisition (collectively these fields are referred to as “Etzold”). Glori maintains a 100% working interest in the Etzold field, which is comprised of approximately 760 surface acres. Based on the results of the Phase 2 Recompletion, redevelopment on the South Etzold field never commenced.

Management periodically assesses the carrying value of the Etzold field compared to its estimated fair value, and in the fourth quarter of 2013, based upon the unfavorable response to the Phase 2 Recompletion effort in the North Etzold field, determined that the historical carrying value of this asset significantly exceeded its fair value as of December 31, 2013, and accordingly, determined that a charge of $2.2 million to reduce the carrying value was appropriate. The revision in the carrying value results from the removal of behind the pipe, proved developed producing reserves previously considered commercially viable and now reserve estimates are based entirely on the Phase 1 Recompletion of the North Etzold field.

Collarini Associates, one of Glori’s independent petroleum engineering firms, has estimated that as of January 1, 2014, proved reserves net to Glori’s interest in its property was approximately 18 MBoe, all of which were classified as PDP. The proved reserves are generally characterized as long-lived, with predictable production profiles. The technical person primarily responsible for preparing the relevant reserve report is Mr. Mitchell C. Reece. Mr. Reece attended Texas A&M University and graduated in 1979 with a Bachelor of Science Degree in Petroleum Engineering. Mr. Reece is a Registered Professional Engineer in the State of Texas, United States of America, and has in excess of 30 years’ experience in petroleum engineering studies and evaluation.

Suppliers

Glori has preferred suppliers of nutrient chemicals. However, Glori’s raw material ingredients are widely available, and Glori is not dependent upon any one company for supplies needed for its business. Also, there are no geographical limitations on the availability of these materials. Currently, the raw materials are delivered directly to Glori’s Houston, Texas facility while a third party blends its formula in Alberta, Canada. Glori anticipates expanding this strategy to each geographical region, utilizing local suppliers to minimize logistical costs.

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Competition

Glori competes for projects with other microbial technology enhanced oil recovery companies, emerging enhanced oil recovery technologies and traditional enhanced oil recovery technologies.

Other Microbial Enhanced Oil Recovery Companies

There are other companies developing or planning to commercialize microbial technology that is similar to Glori’s AERO System. These companies include Titan Oil Recovery, Inc., Geo Fossil Fuels, LLC and Micro-Bac International, Inc. Glori believes that the enhanced oil recovery market is large enough to support multiple competitors if the technology of these companies proves to be competitive with ours.

Emerging Enhanced Oil Recovery Technologies

Glori is aware of other companies developing or planning to commercialize different technologies for enhanced oil recovery. These technologies include low salinity water, polymer and wave vibration. TIORCO (a Nalco Company) is the biggest of the companies, of which Glori is aware, involved in deployment of any of these technologies. Glori believes that the economics of the AERO System are more attractive, resulting in a lower capital investment and a lower operating cost, than these other new technologies.

Traditional Enhanced Oil Recovery Technologies

Traditional enhanced oil recovery technologies include thermal injection (for example, steam), gas injection (for example, carbon dioxide) and chemical injection (for example, surfactants and polymers). Thermal injection such as steam is used to heat the oil to make it flow more easily through the reservoir. Gas injection is used to increase pressure in the reservoir and increase the viscosity of the oil. Chemical injection is used to reduce surface tension of the oil to allow it to flow better through the reservoir.

According to a November 2007 Oil & Gas Journal article, about 50% of the world’s oil lies in small to medium sized reservoirs, which are generally untouched by traditional enhanced oil recovery processes. Glori’s AERO System is well suited for smaller and medium sized reservoirs because its technology does not require large scale operations to be economical, unlike thermal injection, gas injection and chemical injection.

Glori believes that the economics of its AERO System are more attractive, resulting in a lower capital investment and a lower operating cost than these more traditional technologies. Additionally, the AERO System has a lower environmental impact since Glori process uses infrastructure that is already in place and nutrients that are not harmful to the environment.

Title to Properties

Prior to completing an acquisition of producing oil and natural gas leases, Glori performs title reviews on the most significant leases and, depending on the materiality of properties, it may obtain a title opinion, obtain an updated title review or opinion or review previously obtained title opinions. Glori’s oil and natural gas properties are subject to customary royalty and other interests, liens for current taxes and other burdens which it believes do not materially interfere with the use of or affect its carrying value of the properties.

Glori believes that it has satisfactory title to all of its material assets. Although title to these properties is or may be subject to encumbrances in some cases, such as customary interests generally retained in connection with the acquisition of real property, customary royalty interests and contract terms and restrictions, liens under operating agreements, liens related to environmental liabilities associated with historical operations, liens for current taxes and other burdens, easements, restrictions and minor encumbrances customary in the oil and natural gas industry, Glori believes that none of these liens, restrictions, easements, burdens and encumbrances will materially detract from the value of these properties or from its interest in these properties or materially interfere with its use of these properties in the operation of its business. In addition, Glori believes that it has obtained sufficient rights-of-way grants and permits from public authorities and private parties for it to operate its business in all material respects as described in this prospectus.

Oil and Natural Gas Leases

The oil and natural gas lease agreements covering Glori’s Etzold property provides for the payment of royalties to the mineral owners for all oil and natural gas produced from any wells drilled on the leased premises. The lessor royalties on Glori’s production is 20%, resulting in a net revenue interest to Glori of 80%.

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The oil and natural gas lease agreements covering the Coke Acquisition property provide for the payment of royalties to the mineral owner for all oil and natural gas produced from any wells drilled on the leased premises. The lessor royalties on Coke Acquisition production range from 3% to 34%, with a production weighted average of 14%, resulting in a net revenue interest to Coke Acquisition of 86%.

On a pro forma basis based upon gross and net production for the year ended December 31, 2013, the lessor royalties on oil and natural gas lease agreements covering these properties is 14%, resulting in a pro forma net revenue interest of 86%.

5. Reference 5

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Infinity Acquisition has filed a registration statement on Form S-4 to register the distribution of Infinity Acquisition’s securities to Infinity Corp. security holders in connection with the Redomestication. This prospectus is a part of that registration statement and constitutes a prospectus of Infinity Acquisition. As allowed by the rules of the Securities and Exchange Commission, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits to the registration statement. You should refer to the registration statement and its exhibits for additional information that is not contained in this prospectus.

Any reports, statements or other information that Infinity Acquisition files with the Securities and Exchange Commission, including this prospectus, may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained upon written request from the Public Reference Section of the Securities and Exchange Commission at its principal office in Washington, D.C. 20549, at prescribed rates or from its website on the Internet at www.sec.gov , free of charge. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on public reference rooms.

Neither Infinity Corp. nor Glori has authorized anyone to provide you with information that differs from that contained in this prospectus. You should not assume that the information contained in this prospectus is accurate as on any date other than the date of prospectus, and neither the mailing of this prospectus to Infinity Corp. shareholders nor the consummation of the Redomestication and Transaction Merger shall create any implication to the contrary.

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

6. Reference 6

SUMMARY RISK FACTORS

Risks relating to Glori are described in the section entitled “Risk Factors,” beginning on page 22 of this prospectus, and elsewhere in this prospectus. You should carefully consider these risks, as well as the other information set forth in this prospectus. Set forth below is a summary of certain risk factors:

Risk Factors Relating to Glori

· Glori has incurred substantial losses to date, may continue to incur losses in the future and may never achieve or sustain profitability.

· The AERO System has only been applied to a limited number of reservoirs, and the viability of the AERO System in a broader range of reservoirs is still uncertain.

· The success of the AERO System is dependent upon the information Glori receives from its customers.

· Glori may have difficulties gaining market acceptance and successfully marketing the AERO System to its potential customers.

· Glori’s revenue to date has been derived from a limited number of customers, and the loss of any of these customers could materially harm its business, financial condition and results of operations.

· Oil prices are volatile, and a decline in the price of oil could harm Glori’s business, financial condition and results of operations.

· Oil fields, once acquired, may not be appropriate for Glori’s purposes or may have environmental or other liabilities associated with them that may negatively affect Glori’s business, financial condition and results of operations.

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· If water that is not toxic to microbes is not available at a well site, the AERO System will not work or will require additional costs either to clean the water or bring in non-toxic water to perform correctly and, therefore, may not be a viable option for some oil fields.

· The AERO System is currently useable only in oil reservoirs with specific characteristics, which limits the potential market for Glori’s services.

· Glori’s operations involve operating hazards, which, if not insured or indemnified against, could harm its results of operations and financial condition.

· Glori’s operations involve risks associated with the sale and distribution of crude oil.

· Glori’s hedging activities may prevent the realization of the full benefits of price increases.

· The loss of key personnel or the failure to attract and retain highly qualified personnel could compromise Glori’s ability to effectively manage its business and pursue its growth strategy.

· Glori may require substantial additional financing to achieve its goals and to make future acquisitions, and a failure to obtain this capital when needed or on acceptable terms could materially affect Glori’s ability to grow and force Glori to delay, limit, reduce or terminate its research and development and commercialization efforts.

· Glori’s quarterly operating results may fluctuate in the future.

· Glori’s industry is highly competitive, and if it does not compete successfully, Glori’s business, financial condition and results of operations will be harmed.

· Glori’s industry is characterized by technological change, and if it fails to keep up with these changes, Glori’s business, financial condition and results of operations will be harmed.

· Glori plans to make acquisitions of oil properties and therefore will incur a variety of costs and could face numerous risks that would adversely affect its business and operations.

· If Glori fails to manage future growth effectively, its business could be harmed.

· Some of Glori’s contracts will be governed by non-U.S. law, which may make them more difficult or expensive to enforce than contracts governed by United States law.

· As a result of the Coke Field Acquisition, Glori’s producing properties are located primarily in the East Texas Basin, making Glori vulnerable to risks associated with a concentration of operations in a single geographic area.

· Development of Glori’s PUDs may take longer than expected and may require higher levels of capital expenditures than it currently anticipates. Therefore, Glori’s estimated PUDs may not be ultimately developed or produced.

· Glori’s future cash flows and results of operations are highly dependent on its ability to develop or acquire additional oil and natural gas reserves.

· Glori’s business is susceptible to the potential difficulties associated with managing rapid growth and expansion.

· Glori’s business operations in countries outside the United States are subject to a number of United States federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act as well as trade sanctions administered by the Office of Foreign Assets Control of the United States Department of Treasury and the United States Department of Commerce, which could adversely affect Glori’s operations if violated.

· Glori’s international operations are subject to additional or different risks than its United States operations.

· Glori’s ability to use its net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

· Glori’s loan agreement places financial restrictions and operating restrictions on its business, which may limit its flexibility to respond to opportunities and may harm its business, financial condition and results of operations.

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· Glori’s estimated proved reserves are based on many assumptions that may turn out to be inaccurate. The actual quantities and present value of Glori’s proved reserves may prove to be materially lower than it has estimated.

· Glori’s stockholders may lose appraisal rights if they fail to strictly comply with Delaware law.

· Glori may not be able to protect its proprietary information or technology adequately.

· Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.

· Glori’s technology may infringe upon the intellectual property rights of others. Intellectual property infringement claims would be time consuming and expensive to defend and may result in limitations on Glori’s ability to use the intellectual property subject to these claims.

· Glori is subject to complex laws and regulations, including environmental regulations, which can adversely affect the cost, manner or feasibility of its business.

· Glori relies on oil producers to obtain the appropriate permits to operate their wells and waterflood systems, and if they fail to obtain proper permits they could be subject to fines or penalties, and that could harm Glori’s business.

· Climate change legislation and regulatory initiatives could result in increased operating costs and decreased demand for Glori’s products and services.

· The adoption of any future federal or state laws or implementing regulations imposing restrictions on hydraulic fracturing, if extended to oil recovery operations, could materially harm Glori’s business, financial condition and results of operations.

7. Reference 7

RISK FACTORS

You should carefully consider the following risk factors in addition to the other information included in this prospectus, including matters addressed in the section entitled “Forward-Looking Statements”. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein, as well as in the final prospectus related to our IPO dated July 19, 2012 (Registration No. 333-173575) and our Annual Report on Form 20-F for the fiscal year ended March 31, 2013. Note that references to Glori herein refer to the post-Transaction Merger subsidiary of Infinity Acquisition.

Risk Factors Relating to Glori’s Business

Glori’s business is difficult to evaluate due to its limited operating history.

Since Glori’s inception in November 2005, the majority of Glori’s resources have been dedicated to its research and development efforts, and Glori has only recently begun to transition into the early stages of (i) commercializing the AERO System and (ii) acquiring, restoring and operating mature oil fields that fit its criteria for the AERO System. In addition, Glori does not have a stable operating history that you can rely on in connection with your evaluation of Glori’s current business and its future business prospects. Glori’s business and prospects must be carefully considered in light of the limited history of the AERO System and Glori’s acquisition of mature oilfields, and the many business risks, uncertainties and difficulties that are typically encountered by companies that have uncertain revenues and are committed to focusing on research, development and technology testing for an indeterminate period of time.

Glori’s proposed business strategies described in this prospectus incorporate its management’s current analysis of potential markets, opportunities and difficulties that Glori faces. Glori cannot assure you that its underlying assumptions accurately reflect current trends and conditions in Glori’s industry that the AERO System will be successful or that Glori will be able to profitably operate any oilfields that it acquires. Glori’s business strategies may change substantially from time to time or may be abandoned as its management reassesses Glori’s opportunities and reallocates Glori’s resources. If Glori is unable to develop or implement these strategies, or if the AERO System becomes not economically viable, Glori may never achieve profitability. Even if Glori does achieve profitability, Glori cannot predict the level of such profitability, and it may not be sustainable.

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Glori has incurred substantial losses to date, may continue to incur losses in the future and may never achieve or sustain profitability.

Glori has incurred substantial net losses since its inception, including net losses of $11.9 million and $10.6 million for the years ended December 31, 2012 and 2013, respectively, and these losses may continue. As of December 31, 2013, we had an accumulated deficit of $76.4 million. Glori expects to incur additional costs and expenses related to the continued development and expansion of its business, including its research and development operations, the commercialization of the AERO System and the acquisition, restoration and operation of additional mature oil fields. Glori’s ability to achieve profitability depends on its success in increasing industry acceptance of the AERO System and the completion and successful integration of oil property acquisitions. There can be no assurance that Glori will achieve profitability.

The AERO System has only been applied to a limited number of reservoirs, and the viability of the AERO System in a broader range of reservoirs is still uncertain.

Glori’s AERO System has only been applied in a limited number of sandstone reservoirs to date. The future success of its business depends on its ability (i) to demonstrate that the AERO System has the ability to increase oil recovery on a more widespread basis, on a larger scale and on attractive economic terms and (ii) to profitably restore and operate any oil fields it may acquire. Reservoir characteristics differ and, consequently, certain elements of Glori’s services are specifically engineered for each reservoir. As a result, Glori may not be able to achieve results in other reservoirs consistent with those it has thus far achieved in the reservoirs where the AERO System has successfully been applied. For example, as discussed in detail below, in 2010, Glori acquired a non-producing oilfield in Kansas known as the North Etzold field, which was to be used primarily as a field laboratory for the AERO System. The North Etzold field consisted of 14 shut-in wells which had been stripped of wellbore tubulars, artificial lift equipment and the associated oil and water processing and storage facilities. While the Phase 1 Recompletion (defined below) resulted in a 45% increase in the daily production rate from the primary production well after implementation of the AERO System, the Phase 2 Recompletion (defined below), which was done simultaneously with the implementation of the AERO System, did not result in oil production sufficient to cover the direct production costs. Consequently, implementation of the AERO System could yield less favorable oil production rates and overall oil recovery results than those thus far achieved where the AERO System has successfully been applied. The AERO System may not be commercially viable in marginally producing wells if the base and incremental production does not support the cost of operating such wells. Accordingly, the incremental oil associated with implementation of the AERO System will also continue only as long as oil can continue to be produced economically. Any inability to broaden Glori’s customer base and increase the commercialization of the AERO System applications effectively or to realize sufficiently favorable oil recovery results in a significant number of other reservoirs, including those Glori may acquire, will limit the commercial acceptance and viability of the AERO System, which would materially harm our business, financial condition and results of operations.

The success of the AERO System is dependent upon the information Glori receives.

The success of an application of the AERO System to a particular reservoir is dependent upon information that Glori receives regarding the reservoir characteristics and geology. If this information is inaccurate, Glori may not be able to achieve results in such a reservoir consistent with those Glori has thus far achieved in the reservoirs where the AERO System has been applied successfully. With respect to Glori’s customers, because of the uniqueness of Glori’s technology and the early stage of its development, Glori must educate potential customers on its technology in order to be able to generate business. New customers generally prefer to initially test Glori’s technology in a small portion of their lowest-priority oil field. Since Glori’s test only includes a small portion of the injection wells and production wells in the oil field, it is important that the customer be able to identify which injection wells are servicing the production wells in the test area. For example, on a recent project one of the customer’s production wells was subsequently determined to be outside of the sand-body structure, and therefore not directly connected to the reservoir, so any waterflooding or application of the AERO System could not be effective for that production well since water could not flow from the injection well to the production well.

Glori may have difficulties gaining market acceptance and successfully marketing the AERO System to its potential customers.

A primary component of Glori’s business strategy is to market the AERO System to oil producers. To gain market acceptance and successfully market the AERO System to oil producers, Glori must effectively demonstrate the commercial advantages of using the AERO System as an alternative to, or in addition to, other enhanced oil recovery methods. Glori must prove that the AERO System significantly increases the amount of oil that can be recovered from a reservoir cost effectively. If Glori is unable to demonstrate this to oil producers, it will not be able to penetrate this market, generate new business or retain existing customers. In addition, until the efficacy of Glori’s technology is more widely demonstrated Glori is likely to experience long sales cycles and long test cycles, which may harm its business, financial condition and results of operations.

Glori’s revenue to date has been derived from a limited number of customers, and the loss of any of these customers could materially harm its business, financial condition and results of operations.

Glori has a limited number of customers. For the year ended December 31, 2013, all of Glori service revenue was generated from 11 customers. If any of these customers terminates or significantly reduces its business with Glori, or if Glori fails to generate new business, Glori’s business, financial condition and results of operations could be materially harmed. However, Glori intends to mitigate this risk by continuing to diversify its revenue stream by acquiring, restoring and operating mature oil fields that fit its criteria for the AERO System.

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Oil prices are volatile, and a decline in the price of oil could harm Glori’s business, financial condition and results of operations.

Glori’s results of operations and future growth will depend on the level of activity for oil development and production. Demand for the AERO System depends on Glori’s customers’ willingness to make operating and capital expenditures for waterflooding procedures and the AERO System. Glori’s business will suffer if these expenditures decline. Declining oil prices, or the perception of a future decline in oil prices, would adversely affect the prices Glori can obtain from its customers or prevent it from obtaining new customers for Glori’s services. Glori’s customers’ willingness to develop and produce oil using waterflooding and the AERO System is highly dependent on prevailing market conditions and oil prices that are influenced by numerous factors over which Glori has no control, including:

· changes in the supply of or the demand for oil;

· the condition of the United States and worldwide economies;

· market uncertainty;

· the level of consumer product demand;

· the actions taken by foreign oil producing nations;

· domestic and foreign governmental regulation and taxes;

· political conditions or hostilities in oil producing nations;

· the price and availability of alternate fuel sources;

· terrorism; and

· the availability of pipeline or other takeaway capacity.

Oil prices have historically been volatile and cyclical. A prolonged reduction in the price of oil will likely affect oil production levels and therefore affect demand for Glori’s services. In addition, a prolonged significant reduction in the price of oil could make it more difficult for us to collect outstanding account receivables from Glori’s customers. A material decline in oil prices or oil development or production activity levels could materially harm Glori’s business, financial condition and results of operations.

Oil fields, once acquired, may not be appropriate for Glori’s purposes or may have environmental or other liabilities associated with them that may negatively affect Glori’s business, financial condition and results of operations.

In addition to marketing the AERO system, Glori intends to acquire mature fields and implement the AERO system. Glori cannot assure you that oil fields it acquires will result in commercially viable projects. The potential of a given property to continue to produce oil or resume production of oil and to be adaptable to the AERO System cannot be determined with a high level of precision prior to Glori’s acquisition of the property. Glori will continue to perform due diligence reviews of the properties it seeks to acquire in a manner that Glori believes is both consistent with practices in the industry and necessary to determine the characteristics of such properties and the viability of the oil fields for the application of the AERO System. However, these reviews are inherently incomplete and cannot assure Glori of the quality of the oil fields or of the likelihood of success of the AERO System in enhancing their production of oil. It is generally not possible for Glori to test a property or conduct an in-depth review of its related records as part of its acquisition. Even if Glori is able to complete an in-depth review and sampling of these properties, such a review may not reveal existing or potential problems or permit us to become sufficiently familiar with the properties to fully assess their potential for successful application of the AERO System.

Even when problems are identified, it may be necessary for Glori to assume known or unknown environmental and other risks and liabilities to complete the acquisition of such properties. In addition, since the properties Glori is targeting are older, mature oil fields, their existing infrastructure may be out of date, damaged, in need of repair or removed, and Glori could incur unanticipated costs to repair or replace this infrastructure. The discovery of any unanticipated material liabilities or remediation costs or the incurrence of any unanticipated costs associated with Glori’s oilfield acquisitions could harm Glori’s results of operations and financial condition.

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If water that is not toxic to microbes is not available at a well site, the AERO System will not work or will require additional costs either to clean the water or bring in non-toxic water to perform correctly and, therefore, may not be a viable option for some oil fields.

The AERO System requires non-toxic water to support microbial activity in the reservoir. The water used in waterflooding does not have to be potable water, but if suitable water is not being used, the AERO System will not work unless additional costs are expended to clean the water or to bring in water that is non-toxic. These additional costs may make the AERO System less cost effective or not cost effective for some oil fields. For example, in a recent implementation of the AERO System, the salinity of the produced water used in the waterflood operations was very high, making it toxic to most microbes. While Glori’s customer began using water from an existing nearby water well to provide a better environment for the microbes, which made the AERO System more effective, Glori may not be able to provide non-toxic water to some oil fields, eliminating these oil fields as candidates for the AERO System.

The AERO System is currently useable only in oil reservoirs with specific characteristics, which limits the potential market for Glori’s services.

For an oil reservoir to be suitable for the AERO System, the reservoir must be waterflooded or a candidate for waterflooding, must be composed of sandstone, must have permeability greater than 50 milli-darcies and must have a suitable water source. This limits the potential market for Glori’s services, which may negatively impact Glori’s results of operations and profitability.

Glori’s operations involve operating hazards, which, if not insured or indemnified against, could harm its results of operations and financial condition.

Glori’s operations are subject to hazards inherent in our technology, including exposure to pressurized air that may be used in the AERO System equipment and pressurized fluids that may be associated with the water injection system, and to hazards typically associated with oilfield service operations, oilfield development and oil production activities, including fire, explosions, blowouts, spills and damage or loss from natural disasters, each of which could result in substantial damage to the oil producing formations and oil wells, production facilities, other property, equipment and the environment or in personal injury or loss of life. These hazards could also result in the suspension of operations or in claims by employees, customers or third parties which could have a material adverse effect on Glori’s financial condition. Operations also may be suspended because of equipment breakdowns and failure of subcontractors to perform or supply goods or services.

Some of these risks are either not insurable or insurance is available only at rates that Glori considers uneconomical. Although Glori will maintain liability insurance in an amount that it considers consistent with industry practice, the nature of these risks is such that liabilities could exceed policy limits. Glori may not always be successful in obtaining contractual indemnification from our customers, and customers who provide contractual indemnification protection may not maintain adequate insurance or otherwise have the financial resources necessary to support their indemnification obligations. Glori’s insurance or indemnification arrangements may not adequately protect it against liability or loss from all the hazards of its operations. The occurrence of a significant event that Glori has not fully insured or indemnified against or the failure of a customer to meet its indemnification obligations to Glori could materially and adversely affect its results of operations and financial condition.

Glori’s operations involve risks associated with the sale and distribution of crude oil.

The sale of Glori’s crude oil production (if any) depends on a number of factors beyond its control, including the availability, proximity and capacity of, and costs associated with, gathering, processing, compression and transportation facilities owned by third parties. In addition, lack of financing, construction and permitting delays, permitting costs and other constraints could limit or delay the construction of new gathering, processing, compression and transportation facilities by third parties or Glori, and Glori may experience delays or increased costs in accessing the pipelines, gathering systems or rail systems necessary to transport its production to points of sale or delivery. Any significant change in market or other conditions affecting gathering, processing, or transportation facilities or the availability of these facilities, including due to Glori’s failure or inability to obtain access to these facilities on terms acceptable to it or at all, could materially and adversely affect its business and, in turn, our financial condition and results of operations.

A portion of Glori’s oil production in any region may be interrupted, or shut in, from time to time for numerous reasons, including as a result of weather conditions, accidents, loss of pipeline or gathering system access, field labor issues or strikes, or capital constraints that limit the ability of third parties to construct gathering systems, processing facilities, or interstate pipelines to transport Glori’s production, or Glori might voluntarily curtail production in response to market conditions. If a substantial amount of Glori’s production is interrupted at the same time, it could temporarily adversely affect our cash flows.

Glori’s hedging activities may prevent the realization of the full benefits of price increases.

To the extent that Glori engages in commodity-price-risk management activities to protect its cash flows from commodity price declines, it may be prevented from realizing the full benefits of price increases above the levels of the derivative instruments used to manage price risk. In addition, Glori’s commodity-price-risk management and trading activities may expose it to the risk of financial loss in certain circumstances, including instances in which: i) Glori’s production is less than the hedged volumes, ii) there is a widening of price basis differentials between delivery points for Glori’s production and the delivery point assumed in the hedge arrangement, iii) the counterparties to Glori’s hedging or other price-risk management contracts fail to perform under those arrangements or iv) a sudden unexpected event materially impacts oil prices.

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Glori periodically enters into or may enter into hedging activities with respect to a portion of its production to manage its exposure to oil, gas and natural gas liquids price volatility. To the extent that Glori engages in price risk management activities to protect itself from commodity price declines, it may be prevented from fully realizing the benefits of commodity price increases above the prices established by its hedging contracts. In addition, Glori’s hedging arrangements may expose it to the risk of financial loss in certain circumstances, including instances in which the counterparties to its hedging contracts fail to perform under the contracts.

The loss of key personnel or the failure to attract and retain highly qualified personnel could compromise Glori’s ability to effectively manage its business and pursue its growth strategy.

Glori’s future performance depends on the continued service of its key technical, development, sales, services and management personnel. In particular, Glori is heavily dependent on the following key employees: Stuart M. Page, President and Chief Executive Officer, Michael Pavia, Chief Technology Officer, William M. Bierhaus II, Senior Vice President of Business Development, Thomas Holland, Senior Vice President of Production, Ken Nimitz, Senior Vice President of Operations, and Victor M. Perez, Chief Financial Officer. The loss of key employees could result in significant disruptions to Glori’s business, and the integration of replacement personnel could be costly and time consuming, could cause additional disruptions to Glori’s business and could be unsuccessful. Glori does not carry key person life insurance covering any of its employees.

Glori’s future success also depends on its continued ability to attract and retain highly qualified technical, development, sales, services and management personnel. A significant increase in the wages paid by competing employers could reduce Glori’s skilled labor force and increase the wages that it must pay to motivate, retain or recruit skilled employees.

In addition, wage inflation and the cost of retaining Glori’s key personnel in the face of competition for such personnel may increase its costs faster than Glori can offset these costs with increased prices or increased sales of the AERO System.

Glori may require substantial additional financing to achieve its goals and to make future acquisitions, and a failure to obtain this capital when needed or on acceptable terms could materially affect Glori’s growth rate and force Glori to delay, limit, reduce or terminate its research and development and commercialization efforts.

Since Glori’s inception, most of its resources have been dedicated towards research and development, as well as demonstrating the effectiveness of the AERO System in Glori’s labs and in the field. Glori intends to expend substantial resources for the foreseeable future on further developing the AERO System. Also, Glori anticipates that it will expend significant resources on the acquisition and operation of additional mature oil fields to continue to test and demonstrate the AERO System in reservoirs with a variety of characteristics. Glori cannot assure you that debt or equity financing will be available or sufficient to meet its requirements. Glori’s inability to access sufficient amounts of capital on acceptable terms, or at all, for its operations could materially harm Glori business, financial condition and results of operations.

Glori’s quarterly operating results may fluctuate in the future.

Glori’s financial condition and operating results have varied significantly in the past and may continue to fluctuate from quarter to quarter and year to year in the future due to a variety of factors, many of which are beyond its control. Factors relating to Glori’s business that may contribute to these fluctuations are described elsewhere in this prospectus. Accordingly, the results of any prior quarterly or annual periods should not be relied upon as indications of Glori’s future operating performance.

Glori’s industry is highly competitive, and if it does not compete successfully, Glori’s business, financial condition and results of operations will be harmed.

The enhanced oil recovery industry is large and intensely competitive. Glori’s competition comes mainly from other methods of enhanced oil recovery, such as thermal injection (for example, steam), gas injection (for example, carbon dioxide) and chemical injection into producing properties. There are also other companies developing or planning to commercialize microbial technology that is similar to the AERO System or other emerging enhanced oil recovery technologies, including Geo Fossil Fuels, LLC, Titan Oil Recovery, Inc. and Micro-Bac International, Inc. Some of Glori’s competitors have longer operating histories, greater recognition in the industry and substantially greater financial and other resources for developing new technologies as well as for recruiting and retaining qualified personnel than Glori does. Their greater financial resources may also make them better able to withstand downturns in the market, expand into new areas more aggressively or operate in developing markets without immediate financial returns. Strong competition and significant investments by competitors to develop new and better technology may make it difficult for Glori to maintain and expand its customer base, force it to reduce its prices or increase its costs to develop new technology.

Glori’s success will depend on its ability to adapt to these competitive forces, to adapt to technological advances and to educate potential customers about the benefits of using Glori’s technology rather than its competitors’ technology. Glori’s failure to respond successfully to these competitive challenges could harm Glori’s business, financial condition and results of operations.

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Glori’s industry is characterized by technological change, and if it fails to keep up with these changes, Glori’s business, financial condition and results of operations will be harmed.

The enhanced oil recovery industry is characterized by changes in technology, evolving methods of oil recovery and emerging competition. Glori’s future business prospects largely depend on its ability to anticipate and respond to technological changes and to develop competitive products. If other enhanced oil recovery methods yield better results or are less expensive than Glori’s method, Glori’s business will suffer. Glori may not be able to respond successfully to new technological developments and challenges or identify and respond to new market opportunities, services or products offered by competitors. In addition, Glori’s efforts to respond to new methods of oil recovery and competition may require significant capital investments and resources, and Glori may not have the necessary resources to respond to these challenges. Failure to keep up with future technological changes could harm Glori business, financial condition and results of operations.

If Glori engages in any acquisitions, it will incur a variety of costs and could face numerous risks that would adversely affect its business and operations.

If appropriate opportunities become available, Glori may acquire businesses, assets, technologies or products to enhance its business in the future. In connection with any future acquisitions, Glori could:

· issue additional equity securities which would dilute Glori’s current stockholders;

· incur substantial debt to fund the acquisitions; or

· assume significant liabilities.

Acquisitions involve numerous risks, including problems integrating the purchased operations, technologies or products, unanticipated costs and other liabilities, diversion of management’s attention from Glori’s core business, adverse effects on existing business relationships with current and/or prospective partners, customers and/or suppliers, risks associated with entering markets in which Glori has no or limited prior experience and potential loss of key employees. Glori may not be able to successfully integrate any businesses, assets, products, technologies or personnel that Glori might acquire in the future without a significant expenditure of operating, financial and management resources, if at all. The integration process could divert management time from focusing on operating Glori’s business, result in a decline in employee morale and cause retention issues to arise from changes in compensation, reporting relationships, future prospects or the direction of the business. Acquisitions may also require Glori to record goodwill, non-amortizable intangible assets that will be subject to impairment testing on a regular basis and potential periodic impairment charges, incur amortization expenses related to certain intangible assets and incur large and immediate write-offs and restructuring and other related expenses, all of which could harm Glori’s operating results and financial condition. In addition, Glori may acquire companies that have insufficient internal financial controls, which could impair its ability to integrate the acquired company and adversely impact its financial reporting. If Glori fails in its integration efforts with respect to any of its acquisitions and is unable to efficiently operate as a combined organization, Glori’s business, financial condition and results of operations may be materially harmed.

If Glori fails to manage future growth effectively, its business could be harmed.

If the AERO System becomes commercially accepted, Glori may experience rapid growth. Any such growth would likely place significant demands on Glori’s management and on Glori’s operational and financial infrastructure. To manage growth effectively, Glori would need to, among other things, improve and enhance its managerial, operational and financial controls, hire sufficient numbers of capable employees and upgrade its infrastructure. Glori would also need to manage an increasing number of relationships with its customers, suppliers, business partners and other third parties. These activities would require significant expenditures and allocation of valuable management resources. If Glori fails to maintain the efficiency of its organization as it grows, Glori’s revenues and profitability may be harmed, and it might be unable to achieve its business objectives.

Some of Glori’s contracts will be governed by non-U.S. law, which may make them more difficult or expensive to enforce than contracts governed by United States law.

Glori expects that some of its customer contracts will be governed by non-U.S. law, which may create both legal and practical difficulties in case of a dispute or conflict. Glori plans to establish operations in regions where the ability to protect contractual and other legal rights may be limited compared to regions with better-established legal systems. In addition, having to pursue litigation in a non-U.S. country may be more difficult or expensive than pursuing litigation in the United States.

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Glori’s business operations in countries outside the United States are subject to a number of United States federal laws and regulations, including restrictions imposed by the Foreign Corrupt Practices Act as well as trade sanctions administered by the Office of Foreign Assets Control of the United States Department of Treasury and the United States Department of Commerce, which could adversely affect Glori’s operations if violated.

Glori must comply with all applicable export control laws and regulations of the United States and other countries. Glori cannot provide services to certain countries subject to United States trade sanctions administered by the Office of Foreign Asset Control of the United States Department of the Treasury or the United States Department of Commerce unless Glori first obtains the necessary authorizations. In addition, Glori is subject to the Foreign Corrupt Practices Act, which generally prohibits bribes or unreasonable gifts to non-U.S. governments or officials. Violations of these laws or regulations could result in significant additional sanctions including fines, more onerous compliance requirements, more extensive debarments from export privileges or loss of authorizations needed to conduct aspects of Glori’s international business. In certain countries, Glori may engage third party agents or intermediaries to act on its behalf in dealings with government officials, such as customs agents, and if these third party agents or intermediaries violate applicable laws, their actions may result in penalties or sanctions being assessed against Glori.

Glori’s international operations are subject to additional or different risks than its United States operations.

Glori intends to expand its AERO System services and operations into a number of countries outside the United States. There are many risks inherent in conducting business internationally that are in addition to or different than those affecting Glori’s United States operations, including:

· sometimes vague and confusing regulatory requirements that can be subject to unexpected changes or interpretations;

· import and export restrictions;

· tariffs and other trade barriers;

· difficulty in staffing and managing geographically dispersed operations and culturally diverse work forces and increased travel, infrastructure and legal compliance costs associated with multiple international locations;

· differences in employment laws and practices among different countries, including restrictions on terminating employees;

· differing technology standards;

· fluctuations in currency exchange rates;

· imposition of currency exchange controls;

· potential political and economic instability in some regions;

· legal and cultural differences in the conduct of business;

· less due process and sometimes arbitrary application of laws and sanctions, including criminal charges and arrests;

· difficulties in raising awareness of applicable United States laws to Glori agents and third party intermediaries;

· potentially adverse tax consequences;

· difficulties in enforcing contracts and collecting receivables;

· difficulties and expense of maintaining international sales distribution channels; and

· difficulties in maintaining and protecting Glori’s intellectual property.

Operating internationally exposes Glori’s business to increased regulatory and political risks in some non-U.S. jurisdictions where it operates. In addition to different laws and regulations, changes in governments or changes in governmental policies in these jurisdictions may alter current interpretation of laws and regulations affecting Glori’s business. Glori also faces increased risk of incidents such as war or other international conflict and nationalization.

Many of the countries in which Glori plans to operate have legal systems that are less developed and less predictable than legal systems in the United States. It may be difficult for Glori to obtain effective legal redress in the courts of some jurisdictions, whether in respect of a breach of law or regulation, or in an ownership dispute because of: (i) a high degree of discretion on the part of governmental authorities, which results in less predictability; (ii) a lack of judicial or administrative guidance on interpreting applicable rules and regulations; (iii) inconsistencies or conflicts between or within various laws, regulations, decrees, orders and resolutions; (iv) the relative inexperience of the judiciary and courts in such matters or (v) a predisposition in favor of local claimants against United States companies. In certain jurisdictions, the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be unreliable. In particular, agreements may be susceptible to revision or cancellation and legal redress may be uncertain or time-consuming. Actions of governmental authorities or officers may adversely affect joint ventures, licenses, license applications or other legal arrangements, and such arrangements in these jurisdictions may not be effective or enforced.

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The authorities in the countries where Glori operates, or plans to operate, may introduce additional regulations for the oil industry with respect to, but not limited to, various laws governing prospecting, development, production, taxes, price controls, export controls, currency remittance, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, labor standards, occupational health network access and other matters. New rules and regulations may be enacted or existing rules and regulations may be applied or interpreted in a manner which could limit Glori’s ability to provide its technology. Amendments to current laws and regulations governing operations and activities in the oil and gas industry could harm Glori’s operations and financial results.

Compliance with and changes in tax laws or adverse positions taken by taxing authorities could be costly and could affect Glori’s operating results. Compliance related tax issues could also limit Glori’s ability to do business in certain countries. Changes in tax laws or tax rates, the resolution of tax assessments or audits by various taxing authorities, disagreements with taxing authorities over Glori’s tax positions and the ability to fully utilize Glori’s tax loss carry-forwards and tax credits could have a significant financial impact on Glori’s future operations and the way it conducts, or if it conducts, business in the affected countries.

Glori’s ability to use its net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

As of December 31, 2013, Glori had net operating loss carryforwards, or NOLs, of approximately $36.8 million. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. Glori believes that its issuance of series B preferred stock on October 15, 2009 resulted in a Section 382 ownership change limitation. Glori estimates that approximately $5.4 million of its NOLs will expire early due to Section 382 ownership change limitations. In addition, if Glori undergoes an additional ownership change, Glori’s ability to utilize NOLs could be further limited by Section 382 of the Internal Revenue Code. Future changes in Glori’s stock ownership, some of which are outside of Glori’s control, could result in an ownership change under Section 382 of the Internal Revenue Code. Furthermore, Glori’s ability to utilize NOLs of companies that Glori may acquire in the future may be subject to limitations.

Glori’s loan agreements place financial restrictions and operating restrictions on its business, which may limit its flexibility to respond to opportunities and may harm its business, financial condition and results of operations.

The operating and financial restrictions and covenants in Glori’s loan agreement with Hercules, Glori Energy Production Inc.’s note purchase agreement with Stellus Capital Investment Corp., as administrator, and the note issued by Glori to E.W. Holdings Inc. restrict any future financing agreements and could restrict its ability to finance future operations or capital needs or to engage, expand or pursue its business activities. For example, these loan agreements restrict Glori’s ability to:

· change the nature of its business;

· enter into a merger, consolidate or make an investment in other entities;

· incur additional indebtedness;

· incur liens on the property secured by the loan agreements and our intellectual property;

· pay cash dividends; and

· sell or dispose of its assets (including sale and leaseback arrangements), including its oil properties.

Glori’s and Glori Energy Production Inc.’s compliance with these provisions may materially adversely affect Glori’s ability to react to changes in market conditions, take advantage of business opportunities it believes to be desirable, obtain future financing, fund needed capital expenditures, finance acquisitions or withstand a future downturn in its business. In addition, Glori Energy Production Inc.’s note purchase agreement requires it to maintain specified financial ratios.

Glori’s and Glori Energy Production Inc.’s ability to comply with the covenants and restrictions contained in these loan agreements may be affected by events beyond its control. If Glori violates any of the restrictions or covenants in its loan agreements, the indebtedness under the loan agreements may become immediately due and payable. Glori or and Glori Energy Production Inc.’s might not have, or be able to obtain, sufficient funds to make these accelerated payments. Even if Glori could obtain alternative financing, that financing may not be on terms that are favorable or acceptable to it. In addition, Glori’s obligations under its loan agreement with Hercules is secured by substantially all of its assets, except for its intellectual property (which is not encumbered but is subject to a negative pledge covenant) and indirect interests in Glori Energy Production Inc. (which has been pledged to Stellus). If Glori is unable to repay amounts borrowed, the holders of the debt could initiate a bankruptcy proceeding or foreclose on the collateral.

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Glori’s estimated proved reserves are based on many assumptions that may turn out to be inaccurate. The actual quantities and present value of Glori’s proved reserves may prove to be materially lower than it has estimated.

The process of estimating oil reserves is complex. It requires interpretations of available technical data and many assumptions, including assumptions relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves shown in Glori’s financial statements provided as part of this prospectus.

In order to prepare its estimates, Glori must project production rates and the timing of development expenditures. Glori’s must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil prices, operating expenses, capital expenditures, taxes and availability of funds. Although the reserve information contained herein is reviewed by Glori’s independent reserve engineers, Collarini Associates, estimates of oil and natural gas reserves are inherently imprecise. Furthermore, different reserve engineers may make different estimates of reserves and cash flows based on the same available data.

Actual future production, oil prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil reserves will vary from Glori’s estimates. Any significant variance could materially affect the estimated quantities and present value of reserves shown in Glori’s financial statements provided as part of this prospectus. In addition, Glori may adjust estimates of proved reserves to reflect production history, prevailing oil prices and other factors, many of which are beyond its control.

Glori’s stockholders may lose appraisal rights if they fail to strictly comply with Delaware law.

Holders of Glori common stock are entitled to exercise appraisal rights in connection with the Transaction Merger under Section 262 of the DGCL. The provisions of Delaware law governing appraisal rights are complex and multiple steps must be taken to properly exercise and perfect such rights. Failure to   comply strictly with all of the procedures set forth in Section 262 may cause Glori stockholders to lose their appraisal rights. See “Appraisal Rights” for a more detailed description of the appraisal rights and these procedures.

Risks Related to Glori’s Intellectual Property

Glori may not be able to protect its proprietary information or technology adequately.

Glori’s success depends on its proprietary information and technology. See the section titled “Intellectual Property Portfolio” for further discussion. Glori has adopted an intellectual property strategy, relying on a combination of patents and trade secret laws, as well as on confidentiality and non-compete agreements, in order to establish and protect its proprietary rights. Glori’s pending and future patent applications may not issue as patents or, if issued, may not issue in a form that will provide Glori with any meaningful protection or any competitive advantage. Existing or future patents may be challenged, including with respect to the development and ownership thereof, or narrowed, invalidated or circumvented, which could limit Glori’s ability to stop competitors from developing and marketing similar technology or limit the length of terms of patent protection Glori may have for its technology. In addition, any such challenge could be costly and become a significant diversion of Glori’s management’s time and resources. Further, other companies may design around technology Glori has patented, licensed or developed and, therefore, diminish any competitive advantage Glori may have from its technology. Also, changes in patent laws or their interpretation in the United States and other countries could diminish the value of Glori’s intellectual property or narrow the scope of Glori’s patent protection.

These concerns apply equally to patents Glori has licensed or may in the future license, which may likewise be challenged, invalidated or circumvented. In addition, Glori generally does not control the patent prosecution and maintenance of subject matter that it licenses from others. Generally, the licensors are primarily or wholly responsible for the patent prosecution and maintenance activities pertaining to the patent applications and patents Glori licenses, while Glori may only be afforded opportunities to comment on such activities. Accordingly, Glori is unable to exercise the same degree of control over licensed intellectual property as Glori exercises over its own intellectual property, and Glori faces the risk that its licensors will not prosecute or maintain it as effectively as Glori would like.

Third parties may infringe or misappropriate Glori’s patents or other intellectual property rights, which could adversely affect its business, financial condition and results of operations. Litigation may be necessary to enforce Glori’s intellectual property rights, protect its trade secrets or determine the validity and scope of the proprietary rights of others. In order to protect or enforce Glori’s intellectual property rights, it may initiate litigation against third parties, such as infringement suits or interference proceedings. Such litigation may be costly and may not be successful. Litigation may be necessary to:

· assert claims of infringement;

· enforce Glori’s patents;

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· enforce Glori’s licenses;

· protect Glori’s trade secrets or know-how; or

· determine the enforceability, scope and validity of the proprietary rights of others.

The steps Glori has taken to deter misappropriation of Glori’s proprietary information and technology may be insufficient to protect it, and Glori may be unable to prevent infringement of its intellectual property rights or misappropriation of its proprietary information. Any infringement or misappropriation could harm any competitive advantage Glori currently derives or may derive in the future from its proprietary rights. In addition, if Glori operates in foreign jurisdictions in the future, it may not be able to protect its intellectual property in the foreign jurisdictions in which it operates. The legal systems of certain countries do not favor the aggressive enforcement of intellectual property and the laws of certain foreign countries may not protect Glori’s rights to the same extent as the laws of the United States. Any actions taken in those countries may have results that are different than if such actions were taken under the laws of the United States. Patent litigation and other challenges to Glori’s patents are costly and unpredictable and represent a significant diversion of Glori’s management’s time and resources. Glori’s intellectual property may also fall into the public domain. If Glori is unable to protect its proprietary rights, Glori may be at a disadvantage to others who did not incur the substantial time and expense it has incurred to create its technology.

Confidentiality agreements with employees and others may not adequately prevent disclosures of trade secrets and other proprietary information.

Glori relies in part on trade secret protection to protect its confidential and proprietary information and processes. However, trade secrets are difficult to protect. Glori has taken measures to protect its trade secrets and proprietary information, but these measures may not be effective. Glori requires new employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with it. These agreements generally require that all confidential information developed by the individual or made known to the individual by Glori during the course of the individual’s relationship with it be kept confidential and not disclosed to third parties. These agreements also generally provide that know-how and inventions conceived by the individual in the course of rendering services to Glori are Glori’s exclusive property. Nevertheless, these agreements may be breached or may not be enforceable, Glori’s proprietary information may be disclosed, and others may independently develop substantially equivalent proprietary information and techniques or otherwise gain access to Glori’s trade secrets, and Glori may not have adequate remedies for any resulting losses. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Glori’s proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect Glori’s competitive business position.

Glori’s technology may infringe upon the intellectual property rights of others. Intellectual property infringement claims would be time consuming and expensive to defend and may result in limitations on Glori’s ability to use the intellectual property subject to these claims.

Claims asserting that Glori has violated or infringed upon third party intellectual property rights may be brought against it in the future. Glori may be unaware of intellectual property rights of others that may cover some of Glori’s technology or third parties may have or eventually be issued patents on which Glori’s current and future technology may infringe. The complexity of the technology involved and the uncertainty of intellectual property litigation increase these risks. Any claims and any resulting litigation could subject Glori to significant liability for damages, cause it to incur significant expenses and divert management time. A court could enter orders temporarily, preliminarily or permanently enjoining Glori from making, using, selling or importing any current and future technology or could enter an order mandating that Glori undertake certain remedial activities. An adverse determination in any litigation of this type could require Glori to design around a third party’s patent or license alternative technology from another third party, which may not be available on acceptable terms or at all. If Glori cannot do these things on a timely and cost-effective basis, its revenues may decrease substantially and Glori could be exposed to significant liability. In addition, litigation is time-consuming and expensive to defend and could result in limitations on Glori’s ability to use the intellectual property subject to these claims.

Environmental and Regulatory Risks

Glori is subject to complex laws and regulations, including environmental regulations, which can adversely affect the cost, manner or feasibility of its business.

Glori’s operations are subject to federal, state and local laws and regulations, including environmental and health and safety laws and regulations governing, among other things, the generation, storage, handling, emission, use, transportation and discharge of hazardous substances and other materials into the environment, the integrity of groundwater aquifers and the health and safety of Glori’s employees. These laws and regulations can adversely affect the cost, manner or feasibility of doing business. Glori incurs, and expects to continue to incur, capital and operating costs to comply with environmental laws and regulations. Many laws and regulations require permits for the operation of various facilities, and these permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations could subject Glori to fines, injunctions or both.

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Glori could be held liable for contamination at or from Glori’s current or former properties and any sites Glori acquires in the future, as well as for contamination at or from third party sites where Glori has operated or has disposed of waste, regardless of Glori’s fault. Glori could also be subject to claims from landowners alleging property damage as a result of Glori’s operations. Further, Glori could be held liable for any and all consequences arising out of human exposure to hazardous substances or other environmental damage. In addition, if Glori is named in an environmental lawsuit alleging contamination at any such site, even if it is not at fault, any such lawsuit could harm Glori’s reputation and be costly and become a significant diversion of its management’s time and resources.

Environmental laws are complex, change frequently and have tended to become more stringent over time. Changes in, or additions to, environmental and health and safety laws and regulations could lead to increased operating and compliance costs. Therefore, no assurance can be given that Glori’s costs of complying with current and future environmental and health and safety laws, and its liabilities arising from past or future releases of, or exposure to, hazardous substances or other materials will not materially harm Glori’s business, financial condition and results of operations.

Glori relies on oil producers to obtain the appropriate permits to operate their wells and waterflood systems, and if they fail to obtain proper permits they could be subject to fines or penalties, and that could harm Glori’s business.

In the typical application of the AERO System to a reservoir, the well operator (which may include Glori) will be responsible for having all applicable permits for operating its wells and waterflood systems. If the well operator fails to have such permits, it could be subject to fines or penalties, which could, in turn, harm Glori’s business. In addition, because Glori’s technology is new, regulatory agencies may not be sure how to apply existing rules to the AERO System or may have concerns that could delay or restrict use of the AERO System in some wells. Any such delays or restrictions could harm Glori’s business.

Climate change legislation and regulatory initiatives could result in increased operating costs and decreased demand for Glori’s products and services.

Changes in environmental requirements may negatively impact demand for Glori’s services. For example, oil exploration and production may decline as a result of environmental requirements (including land use policies responsive to environmental concerns). State, national, and international governments and agencies have been evaluating climate-related legislation and other regulatory initiatives that would restrict emissions of greenhouse gases in areas in which Glori conducts business. Because Glori’s business depends on the level of activity in the oil industry, existing or future laws, regulations, treaties or international agreements related to greenhouse gases and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on Glori’s business if such laws, regulations, treaties, or international agreements reduce the worldwide demand for oil or oil prices. Likewise, such restrictions may result in additional compliance obligations with respect to the release, capture and use of greenhouse gases such as carbon dioxide that could adversely affect Glori’s business, financial condition and results of operations.

The adoption of any future federal or state laws or implementing regulations imposing restrictions on hydraulic fracturing, if extended to oil recovery operations, could materially harm Glori’s business, financial condition and results of operations.

The Environmental Protection Agency, or EPA, has recently focused on concerns about the risk of water contamination and public health problems from drilling and hydraulic fracturing activities. The EPA is conducting a comprehensive research study on the potential adverse effects that hydraulic fracturing may have on water quality and public health. While Glori’s technology is unrelated to hydraulic fracturing, it is possible that any federal, state and local laws and regulations that might be imposed on fracturing activities could also apply to oil recovery operations. Although it is not possible to predict the outcome of EPA’s study or whether any new legislation or regulations would impact Glori’s business, such future laws and regulations could result in increased compliance costs or additional operating restrictions, which, in turn, could materially harm Glori’s financial position, results of operations and cash flows.

As a result of the Coke Field Acquisition, Glori’s producing properties are located primarily in the East Texas Basin, making it vulnerable to risks associated with operating in one major geographic area.

With the closing of the Coke Field Acquisition, substantially all of Glori’s producing properties are geographically concentrated in the East Texas Basin. At December 31, 2013, substantially all of Glori’s total estimated proved reserves were attributable to properties located in this area. As a result of this concentration, Glori may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, availability of equipment and personnel, water shortages or other drought related conditions or interruption of the processing or transportation of oil, natural gas or NGLs.

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The development of Glori’s estimated PUDs may take longer and may require higher levels of capital expenditures than it currently anticipates. Therefore, Glori’s estimated PUDs may not be ultimately developed or produced.

After giving effect to the Coke Field Acquisition, as of December 31, 2013, none of Glori’s total estimated proved reserves were classified as proved undeveloped. Development of these undeveloped reserves may take longer and require higher levels of capital expenditures than Glori currently anticipates. Delays in the development of Glori’s reserves, increases in costs to develop such reserves or decreases in commodity prices will reduce the value of Glori’s estimated PUDs and future net revenues estimated for such reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves could cause Glori to have to reclassify its PUDs as unproved reserves.

Glori is susceptible to the potential difficulties associated with rapid growth and expansion and has a limited operating history.

With the closing of the Coke Field Acquisition and the Business Combination, Glori has grown rapidly. Glori’s management believes that its future success depends on its ability to manage the rapid growth that it has experienced and the demands from increased responsibility on management personnel. The following factors could present difficulties:

• increased responsibilities for Glori’s executive level personnel;

• increased administrative burden;

• increased capital requirements; and

• increased organizational challenges common to large, expansive operations.

Glori’s operating results could be adversely affected if it does not successfully manage these potential difficulties. The historical financial information incorporated herein is not necessarily indicative of the results that may be realized in the future. In addition, Glori’s operating history is limited and the results from its current producing wells are not necessarily indicative of future operations.

Glori may be subject to risks in connection with acquisitions of properties.

The successful acquisition of producing properties requires an assessment of several factors, including:

• recoverable reserves;

• future oil and natural gas prices and their applicable differentials;

• operating costs; and

• potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, Glori performs a review of the subject properties that it believes to be generally consistent with industry practices. Glori’s review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems.

Glori may incur losses as a result of title defects in the properties in which it invests.

The existence of a material title deficiency can render a lease worthless and can adversely affect Glori’s results of operations and financial condition. While Glori conducts customary due diligence prior to acquiring a property, the failure of title may not be discovered until after Glori acquires the property, in which case Glori may lose the lease and the right to produce all or a portion of the minerals under the property.

Risk Factors Relating to the Business Combination

If Infinity Corp.’s due diligence investigation of Glori was inadequate, then stockholders of Infinity Acquisition following the Business Combination could lose some or all of their investment.

Even though Infinity Corp. conducted a due diligence investigation of Glori, it cannot be sure that this diligence uncovered all material issues that may be present in Glori or its business, or that it would be possible to uncover all material issues through a more protracted amount of due diligence, or that factors outside of Glori and its business and outside of its control will not later arise. The requirement that Infinity Corp. must complete the Business Combination by the Business Combination Deadline, and Infinity Corp.’s lack of experience investing in or managing companies in the secondary oil recovery industry utilizing biotechnology may have limited its ability to conduct due diligence, and the Business Combination may be consummated pursuant to terms that Infinity Corp. would have rejected upon a more comprehensive investigation. As a result, stockholders of Infinity Acquisition following the Business Combination could lose some or all of their investment.

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The issuance of Common Stock in connection with the Business Combination and the potential exercise of the outstanding Infinity Acquisition Warrants after the Business Combination will result in substantial dilution and could have an adverse effect on the market prices of Infinity Acquisition’s securities.

Infinity Corp. currently has an unlimited number of authorized Ordinary Shares with no par value and unlimited shares of preferred shares with no par value. Infinity Acquisition will be authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share and 5,000,000 shares of preferred stock with a par value of $0.0001 per share. Infinity Corp. has 7,187,500 Ordinary Shares issued and outstanding, including Ordinary Shares underlying the Units. In connection with the Transaction Merger and pursuant to the Merger Agreement, Infinity Acquisition will issue 23,584,557 shares of Common Stock to the stockholders and warrantholders of Glori as merger consideration, a minimum of 1,062,500 shares of Common Stock to investors in the PIPE Investment and 100,000 shares of Common Stock to the underwriters upon conversion of their unit purchase options. Additionally, upon the completion of the Business Combination, the Infinity Acquisition Warrants will be exercisable for shares of Common Stock. The issuance of Common Stock as part of the merger consideration for the Business Combination and the potential exercise of outstanding Infinity Acquisition Warrants will result in substantial dilution and could have an adverse effect on the market price of Infinity Acquisition securities.

Upon the consummation of the Business Combination, Infinity Corp.’s former public shareholders will own:

· approximately 18.0% of the outstanding shares of Common Stock assuming no tender of Ordinary Shares in connection with the Share Tender Offer; or

· approximately 3.5% of the outstanding shares of Common Stock assuming the maximum tender of 4,750,000 Ordinary Shares are validly tendered and not properly withdrawn, and are purchased, in the Share Tender Offer.

In addition, if the Infinity Acquisition Warrants (including the Insider Warrants) outstanding following the consummation of the Business Combination are exercised, there would be an additional 10,570,000 shares of Common Stock eligible for trading in the public market (assuming no Public Warrants are tendered pursuant to the Warrant Tender Offer). Furthermore, there are 6,732,421 Glori options outstanding as of March 17, 2014. Based on the currently estimated exchange ratio of Glori common stock for Infinity Acquisition Common Stock, which ratio may change prior to the closing, options for 2,321,524 shares of Infinity Acquisition Common Stock will be outstanding upon the consummation of the Business Combination.

The issuance of additional Common Stock and the exercise of Infinity Acquisition Warrants and options:

· will significantly dilute the equity interest of existing Infinity Corp. shareholders; and

· may adversely affect prevailing market prices for Common Stock and Infinity Corp. Warrants.

A limited number of shares issued in the Transaction Merger will be held in escrow. Consequently, Infinity Acquisition may not be able to be compensated for indemnifiable losses that it may sustain.

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 707,537 shares of Infinity Acquisition Common Stock set aside from the merger consideration at the Closing and any non-cash 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. Consequently, Infinity Acquisition may not be able to be fully compensated for indemnifiable losses that it may sustain. In addition, as shareholders of Infinity Acquisition after the Closing, Glori’s former shareholders and warrantholders will share along with all other shareholders of Infinity Acquisition in the benefit of any indemnification payments.

Following the consummation of the Business Combination, Infinity Acquisition will be a holding company and rely on distributions, loans and other payments, advances and transfers of funds from Glori to pay dividends and pay expenses and meet its other obligations.

Following the consummation of the Business Combination, Infinity Acquisition will have no direct operations and no significant assets other than the ownership of Glori. Infinity Acquisition will depend on Glori for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company, and to pay any dividends with respect to the Common Stock. Legal and contractual restrictions in agreements governing future indebtedness of Glori, as well as the financial condition and operating requirements of Glori, may limit Infinity Acquisition’s ability to obtain cash from Glori. The earnings from, or other available assets of, Glori may not be sufficient to pay dividends or make distributions or loans to enable Infinity Acquisition to pay any dividends on Common Stock or satisfy its other financial obligations.

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There is no guarantee, even if we consummate the Business Combination, that the Public Warrants will ever be in the money and they may expire worthless.

Upon the closing of the Business Combination, the exercise price for our Public Warrants will be increased to $10.00 per share. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.

Holders of our Founder Shares and Insider Warrants as well as holders of shares issued to Glori’s shareholders and warrantholders in connection with the Business Combination and investors in the PIPE Investment, have registration rights, the future exercise of which may adversely affect the market price of the Common Stock.

Pursuant to an agreement entered into concurrently with our initial public offering, following the Business Combination, holders of our Founder Shares and Insider Warrants may demand that we register their unregistered Common Stock and Infinity Acquisition Warrants. In addition, Infinity Acquisition will be required to register the shares issued to Glori’s shareholders and warrantholders in connection with the Business Combination and to the investors in the PIPE Investment. Infinity Acquisition will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the Common Stock.

Infinity Corp.’s directors and officers have a conflict of interest in determining to pursue the Business Combination, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, interests of its shareholders.

Infinity Corp.’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of its shareholders, including:

· If the proposed Business Combination is not completed by the Business Combination Deadline, Infinity Corp. will be required to liquidate. In such event, the 1,437,500 Founder Shares held by the Sponsors, and the 4,381,818 Sponsors Warrants collectively owned by the Infinity Funds will expire worthless. Such Founder Shares had an aggregate market value of $11.5 million based on the closing price of the Ordinary Shares of $8.00 on Nasdaq as of April 7, 2014. Such Sponsors Warrants had an aggregate market value of approximately $3.2 million based on the closing price of the Infinity Corp. Warrants of $0.72, on Nasdaq as of April 7, 2014. The Initial Shareholders purchased the 1,437,500 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.022 per share, and the 4,381,818 Sponsors Warrants for an aggregate purchase price of approximately $2.2 million, or $0.50 per Sponsors Warrant.

· Unless Infinity Corp. consummates the Business Combination, its officers, directors and Sponsors will not receive reimbursement for any out-of-pocket expenses incurred by them. As of the date of this prospectus, Infinity Corp.’s officers, directors and Sponsors were entitled to $75,000 in reimbursable expenses. As a result, the financial interest of Infinity Corp.’s officers, directors and Sponsors or their affiliates could influence its officers’ and directors’ motivation in pursuing Glori as a target and therefore there may have been a conflict of interest when the directors and officers determined that the Business Combination was in Infinity Corp. shareholders’ best interests.

· As of the date of this prospectus, our Sponsors have made loans to Infinity Corp. in the aggregate amount of $500,000. In the event of liquidation, Infinity Corp. will not be able to repay the loans to our Sponsors.

· Infinity Corp.’s Sponsors have contractually agreed that, if Infinity Corp. liquidates prior to the consummation of a business combination, they will be liable to ensure that the proceeds in the Trust Account are not reduced below $8.00 per share by the claims of target businesses or claims of vendors or other entities that are owed money by Infinity Corp. for services rendered or contracted for or products sold to it, subject to certain limitations.

· If the Business Combination with Glori is completed, Mark Chess and Thomas O. Hicks, affiliates of Infinity Corp., will serve as directors of the combined company.

· If the Business Combination with Glori is completed, Infinity Corp.’s officers, directors or consultants may receive up to an aggregate of $400,000 as determined by Infinity Corp.’s board of directors. In the event of liquidation, Infinity Corp.’s officers and directors will not receive any such fees.

· The exercise of Infinity Corp.’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in the best interests of Infinity Corp.’s shareholders.

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Based on the foregoing, the directors and officers and their affiliates have a financial interest in consummating any business combination, thereby resulting in a conflict of interest. This could have influenced Infinity Corp.’s officers’ and directors’ motivation in pursuing Glori as a target and therefore there may have been a conflict of interest when the directors and officers determined that the Business Combination was in Infinity Corp. shareholders’ best interests.

Infinity Acquisition’s ability to successfully effect the Business Combination and to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel, including certain personnel of Glori, whom we expect to join Infinity Acquisition following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

Infinity Acquisition’s ability to successfully effect the Business Combination and successfully operate the business is dependent upon the efforts of certain key personnel , including certain personnel of Glori. Although we expect such key personnel to remain with Infinity Acquisition and Glori following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. Furthermore, while we have scrutinized individuals Infinity Acquisition intends to engage to stay with Infinity Acquisition following the Business Combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

A market for the securities of Infinity Acquisition may not develop, which would adversely affect the liquidity and price of its securities.

Following the Business Combination, the price of Infinity Acquisition’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for Infinity Acquisition’s securities may never develop or, if developed, it may not be sustained. In addition, the price of the securities after the Business Combination can vary due to general economic conditions and forecasts, its general business condition and the release of its financial reports. Additionally, if Infinity Acquisition’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities not included in a securities exchange, the liquidity and price of Infinity Acquisition’s securities may be more limited than if Infinity Acquisition were quoted or listed on Nasdaq or another national exchange. You may be unable to sell your securities unless a market can be established or sustained.

On February 24, 2014, Infinity Corp.  received a written notice from Nasdaq indicating that Infinity Corp. is not in compliance with Listing Rule 5550(a)(3), which requires Infinity Corp. to have at least 300 public holders of its ordinary shares for continued listing on the exchange. Infinity Corp. intends to submit to Nasdaq on or before April 10, 2014, a plan to regain compliance with the foregoing listing rule. However, there is no assurance that Nasdaq will accept the plan.  If Nasdaq does not accept the plan, Infinity Corp. will have the opportunity to appeal the decision in front of a hearings panel, which appeal would stay any delisting actions until the issuance of a decision by the panel. If the panel does not accept the plan, Infinity Acquisition’s securities will likely commence trading on the OTC Bulletin Board subsequent to the Business Combination, which may adversely affect the liquidity and trading of Infinity Acquisition’s securities.

If the Business Combination’s benefits do not meet the expectations of investors, stockholders or financial analysts, the market price of Infinity Acquisition’s securities may decline.

The market price of Infinity Corp.’s securities prior to the consummation of the Business Combination or the market price of Infinity Acquisition’s securities following the consummation of the Business Combination may decline as a result of the Business Combination if the market does not view the Business Combination positively. Accordingly, stockholders may experience a loss as a result of a decline in the market price of Infinity Corp.’s securities prior to the consummation of the Business Combination or Infinity Acquisition’s securities following the consummation of the Business Combination. A decline in the market price could adversely affect Infinity Acquisition’s ability to issue additional securities and obtain additional financing in the future.

In the event that a significant number of Ordinary Shares are redeemed, the Common Stock issued by Infinity Acquisition may become less liquid following the Business Combination.

If a significant number of Ordinary Shares are redeemed, Infinity Acquisition may be left with a significantly smaller number of stockholders following the Redomestication. As a result, the “public float,” which is the number of shares owned by non-affiliate shareholders and available for trading in the securities markets, following the Share Tender Offer and the Business Combination, will be reduced, which may reduce the volume of trading in the Common Stock and may result in lower stock prices and reduced liquidity in the trading of the Common Stock prior to the completion of the Business Combination. Accordingly, your ability to sell your shares in the market could be adversely affected.

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Holders of the Infinity Acquisition Warrants will only be able to exercise such warrants if the issuance of Common Stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the Infinity Acquisition Warrants.

No Infinity Acquisition Warrants will be exercisable on a cash basis and Infinity Acquisition will not be obligated to issue registered Common Stock unless the Common Stock issuable upon such exercise has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Infinity Acquisition Warrants. Because the exemptions from qualification in certain states for re-sales of Infinity Acquisition Warrants and for issuances of Common Stock by the issuer upon exercise of an Infinity Acquisition Warrant may be different, an Infinity Acquisition Warrant may be held by a holder in a state where an exemption is not available for issuance of Common Stock upon exercise of the Infinity Acquisition Warrants and the holder will be precluded from exercising the Infinity Acquisition Warrant. As a result, the Infinity Acquisition Warrants may be deprived of any value, the market for the Infinity Acquisition Warrants may be limited and the holders of Infinity Acquisition Warrants may not be able to exercise their Infinity Acquisition Warrants if the Common Stock issuable upon such exercise is not qualified or exempt from qualification in the jurisdictions in which the holders of the Infinity Acquisition Warrants reside.

8. Reference 8

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GLORI

You should read the following description of Glori’s results of operations and financial condition in conjunction with the section above titled “Risk Factors” and Glori’s consolidated audited financial statements presented in this prospectus.

Glori

Glori is a technology focused energy company that deploys its proprietary biotechnology to facilitate the secondary production of oil at less than $10 per barrel. Only one third of discovered oil is typically recovered during the life of an oilfield, as recovery of the remaining two thirds of oil is not economically viable with current technology. By activating in-situ microbiology within the reservoir, Glori can efficiently produce a portion of this remaining oil. Glori acquires, owns and operates mature oilfields into which it applies its AERO technology and additionally is deploying its technology in a range of different geographies and geologies for E&P clients.

Glori, which is based in Houston, Texas, was incorporated as Glori Oil Limited, a Delaware Corporation, in November 2005 and changed its name to Glori Energy Inc. in May 2011. In September 2010, Glori incorporated Glori Canada Ltd. (formerly Glori Oil Ltd.) in the province of Alberta, Canada, with registration in the province of Saskatchewan, as a wholly-owned subsidiary, to conduct Glori’s business in Canada. In October 2010, Glori activated a previously dormant wholly-owned subsidiary, Glori Holdings to acquire a 100% working interest in the Etzold field. In February 2011, Glori incorporated Glori California Inc. (formerly Glori Oil California Limited) to conduct its operations in the state of California. In September 2013, Glori incorporated OOO Glori Energy to conduct its operations in the Russian Federation. In March 2014, Glori formed Glori Energy Production Inc., a wholly-owned subsidiary of Glori Holdings, to purchase the Coke Field Assets. Glori, Glori Holdings, Glori Canada Ltd., Glori Oil (Argentina) Limited, Glori California Inc., Glori Oil S.R.L. OOO Glori Energy and Glori Energy Production Inc. comprise the entities within the Glori corporate structure. Glori has undertaken the dissolution of Glori Oil S.L.R. and is awaiting confirmation that the dissolution was effective.

Overview of Oil and Gas Operating Information

Glori’s Properties

On March 14, 2014, Glori Energy Production Inc. closed the acquisition of the Coke Field Assets for a purchase price of approximately $40 million as described elsewhere in this prospectus. As of January 1, 2014, the net proved developed producing oil and natural gas reserves associated with the Coke Field Assets based upon estimates provided by William M. Cobb & Associates, Inc. were 1,749 MBoe (approximately 96% oil and 4% natural gas), and for the month ended December 31, 2013, the average net daily production associated with the Coke Field Assets was 506 Boe per day (approximately 91% oil and 9% natural gas). The Coke Field Assets are located in the East Texas basin in Wood County, Texas and include total acreage of 2,446, an average Working Interest percentage of 98.2% (the average of producing well Working Interest).

The Coke Field Assets are comprised of the majority of the Coke Field along with three leases in the Quitman Field. All leases are operated. The Coke Field is a salt dome structure discovered in 1942. The primary oil producing zone has been the upper Paluxy formation at about 6300 ft. which has a natural water drive. Glori will become the operator of the Coke Field Assets on March 1, 2014. Glori’s Working Interest is 100% in all the Paluxy wells. The Sub-Clarksville formation occurs at about 4100 ft and a unit has been formed across the whole field. Glori’s Working Interest in the Sub-Clarksville unit is 83.26%. Glori’s Working Interest is 100% in the three Quitman Field leases.

In addition, in the fourth quarter of 2010, Glori acquired the North Etzold field, an oilfield in Kansas, and in September 2012 Glori acquired the contiguous South Etzold field. The Etzold field is located in Seward County, Kansas and includes total acreage of 760 acres, an average Working Interest percentage of 100% and estimated net proved reserves of approximately 18 Mboe as of December 31, 2013. Current net production is approximately 14 Boe per day.

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How Glori Evaluates Its Operations

Giving effect to the Coke Field Acquisition, Glori use a variety of financial and operational metrics to assess the performance of its oil operations, including:

• production volumes;

• realized prices on the sale of oil; and

• lease operating expenses.

Pro Forma Production Volumes

The following table sets forth summary pro forma information with respect to Glori’s and the Coke Field Acquisition’s combined oil and natural gas production for the years ended December 31, 2012 and 2013. This pro forma information gives effect to the Coke Field Acquisition as if it occurred on January 1, 2012. Glori’s and the Coke Field Acquisition’s oil and natural gas production data presented below is based on the proved reserve reports as of January 1, 2013 and 2014 by Collarini Associates for the Etzold field, internal engineering estimates as of January 1, 2013 for the Coke Field Assets and the proved reserved report as of January 1, 2014 by Willam M. Cobb & Associates, Inc. for the Coke Field Assets. Collarini Associates and William M. Cobb Associates, Inc. are Glori’s independent petroleum engineering firms for the Etzold field and Coke Field Assets, respectively. Copies of the proved reserve reports prepared by Collarini Associates and Willaim M. Cobb & Associates, Inc. with respect to these properties are included as exhibits to the registration statement of which this prospectus forms a part.

	Production for the Year Ended December 31, 2012
	Glori Energy		Coke Field		Pro Forma
	Inc.		Acquisition		Combined
Oil (MBbls)		3		189		192
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		72		72
Total (Mboe) (1)		3		201		204

(1) Assumes a ratio of 6 Mcf of natural gas per barrel of oil.

	Production for the Year Ended December 31, 2013
	Glori Energy		Coke Field		Pro Forma
	Inc.		Acquisition		Combined
Oil (MBbls)		6		172		178
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		102		102
Total (Mboe) (1)		6		189		195

(1) Assumes a ratio of 6 Mcf of natural gas per barrel of oil.

Over time, production from a given well or formation decreases. Growth in Glori’s future production and reserves will depend on its ability to implement the AERO System and to continue to add proved reserves in excess of its production. Accordingly, one of Glori’s key focuses is on adding reserves through acquisitions. Glori’s ability to add reserves through development projects and acquisitions is dependent on many factors, including its ability to borrow or raise capital, obtain regulatory approvals, procure necessary equipment, materials, and personnel and successfully identify and consummate acquisitions. Please read “Risk Factors—Risks Related to Glori’s Business” for a discussion of these and other risks affecting Glori’s proved reserves and production.

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Pro Forma Oil and Natural Gas Production Prices and Production Costs

The following table sets forth information regarding actual net production prices and production costs of oil and natural gas produced by Glori for the years ended December 31, 2012 and 2013:

	2012		2013		2013 Pro Forma
Average sales price per Boe/MCF:					$	84
Glori	$	87	$	92
Coke Field Assets - Oil	$	86	$	90
Coke Field Assets – Natural gas	$	1.82	$	2.66
Average production cost per Boe equivalent:					$	46
Glori	$	100	$	76
Coke Field Assets	$	39	$	45

Drilling and Other Exploratory and Development Activities

As of December 31, 2013, Glori had 3 gross and net productive wells and the Coke Field Assets had 28 total gross and 27.5 net productive wells. During 2012 and 2013, 1 productive well in the Coke Field Assets (2012) and no exploratory wells were drilled. Productive wells are producing wells plus other wells mechanically capable of production. 

Present Activities

At December 31, 2013, the Etzold property was being assessed for long-term economic viability, with specific attention to reducing direct operating expenses primarily by continuing the initiative commenced in the fourth quarter of 2013 by reducing the number of wells being operated. These considerations included historical direct operating expenses, production history of each producing well, and assessment by our Science Advisory Board of the expected response of our AERO process. As a result of this effort, the direct production costs for the property have been reduced from $76 per barrel in 2013 to a projected $55 per barrel in 2014, primarily due to significantly reduced electricity use. Etzold continued its intended role of providing a controlled environment for AERO implementation strategies, especially with respect to the quality of water used in the injection process.

As of December 31, 2013, no wells were in the process of being drilling (including wells temporarily suspended), no waterfloods were in process of being installed, and no pressure maintenance operations were being conducted.

Delivery Commitments

Glori does not have any commitments to provide a fixed and determinable quantity of oil under existing contracts or agreements.

Pro Forma Oil and Natural Gas Data

Proved Reserves

Evaluation and Review of Proved Reserves.    Glori has retained Collarini Associates, independent petroleum engineers, to provide an estimate of proved reserves at the Etzold property as of January 1, 2013 and 2014. Glori has also retained William M. Cobb and Associates, Inc., independent petroleum engineers, to provide an estimate of proved reserves for the Coke Field Assets as of January 1, 2014. Neither Collarini Associates nor William M. Cobb and Associates, Inc. own interests in any of Glori’s properties, nor are they employed by Glori on a contingent basis. A copy of the independent petroleum engineering firms’ proved reserve reports are included as an exhibits to the registration statement of which this prospectus forms a part.

The technical persons responsible for preparing Glori’s proved reserve estimates meet the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.

Glori maintains an internal staff of petroleum engineers and geoscience professionals who work closely with its independent reserve engineers to ensure the integrity, accuracy and timeliness of the data used to calculate its proved reserves relating to its assets. Glori’s internal technical team members meet with its independent reserve engineers periodically during the period covered by the proved reserve report to discuss the assumptions and methods used in the proved reserve estimation process. Glori provides historical information to its independent petroleum engineers for its properties, such as ownership interest, oil and natural gas production, well test data, commodity prices and operating and development costs. Mr. Tor Meling, Glori’s Vice President of Reserve Engineering, is primarily responsible for overseeing the preparation of all of Glori’s reserve estimates. Mr. Meling is a petroleum engineer with over 24 years of reservoir and operations experience, and Glori’s geoscience staff has an average of approximately 30 years of energy industry experience per person.

The preparation of Glori’s proved reserve estimates are completed in accordance with its internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include the following:

• review and verification of historical production data, which data is based on actual production as reported by Petro-Hunt;

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• preparation of reserve estimates by Mr. Meling or under his direct supervision;

• review by Glori’s Chief Executive Officer of all of its reported proved reserves at the close of each quarter, including the review of all significant reserve changes and all new PUDs additions;

• direct reporting responsibilities by Mr. Meling to Glori’s Chief Executive Officer; and

• verification of property ownership by competent legal counsel or individuals under counsel’s direct supervision prior to an acquisition.

Estimation of Proved Reserves.     Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.” All of Glori’s proved reserves as of September 30, 2013 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (i) production performance-based methods; (ii) material balance-based methods; (iii) volumetric-based methods; and (iv) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves for PDP wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy. Non-producing reserve estimates, for developed and undeveloped properties, were forecast using either volumetric or analogy methods, or a combination of both. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and PUDs for Glori’s properties, due to the mature nature of the properties targeted for development and an abundance of subsurface control data.

To estimate economically recoverable proved reserves and related future net cash flows, Collarini Associates and William M. Cobb and Associates, Inc. considered many factors and assumptions, including the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core analyses, available seismic data and historical well cost and operating expense data.

Summary of Pro Forma Oil and Natural Gas Reserves.     

The following table presents Glori’s estimated pro forma net proved oil and natural gas reserves as of December 31, 2012 and 2013, after giving effect to the Coke Field Acquisition and the Business Combination as if these transactions had occurred on January 1, 2012, based on the proved reserve reports as of January 1, 2013 and 2014 by Collarini Associates, Glori’s independent petroleum engineering firm for the Etzold field, proved reserve reports as of January 1, 2014 by William M. Cobb & Assocites, Inc., Glori’s independent petroleum engineering firm for the Coke Field Assets, and internally generated estimates for the Coke Field Assets as of January 1, 2013, prepared in accordance with the rules and regulations of the SEC. All of Glori’s proved reserves are located in the United States. A copy of the proved reserve reports prepared by Collarini Associates and William M. Cobb & Associates, Inc. with respect to these properties are included as exhibits to the registration statement of which this prospectus forms a part. Glori’s estimates of net proved reserves have not been filed with or included in reports to any federal authority or agency other than the SEC in connection with this offering. Future exploration, exploitation and development expenditures, as well as future commodity prices and service costs, will affect the reserve volumes attributable to the acquired properties. The reserve estimates shown below were determined using a 12-month average price for oil, NGLs and natural gas for the year ended December 31, 2013.

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	Estimated Quantities of Reserves as of December
	31, 2012
	Glori Energy		Coke Field		Pro Forma
	Inc.		Acquisition		Combined
Estimated Proved Reserves:
Oil (MBbls)		103		2,193		2,296
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		965		965
Total (Mboe) (1)		103		2,354		2,457
Estimated Proved Developed Reserves:
Oil (MBbls)		103		1,673		1,776
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		965		965
Total (Mboe) (1)		103		1,834		1,937
Estimated Proved Undeveloped Reserves:
Oil (MBbls)		-		520		520
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		-		-
Total (Mboe) (1)		-		520		520

(1) Assumes a ratio of 6 Mcf of natural gas per barrel of oil.

	Estimated Quantities of Reserves as of December
	31, 2013
	Glori Energy		Coke Field		Pro Forma
	Inc.		Acquisition		Combined
Estimated Proved Reserves:
Oil (MBbls)		18		1,682		1,700
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		401		401
Total (Mboe) (1)		18		1,749		1,767
Estimated Proved Developed Reserves:
Oil (MBbls)		18		1,682		1,700
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		401		401
Total (Mboe) (1)		18		1,749		1,767
Estimated Proved Undeveloped Reserves:
Oil (MBbls)		-		-		-
NGL (MBbls)		-		-		-
Natural Gas (MMcf)		-		-		-
Total (Mboe) (1)		-		-		-

(1) Assumes a ratio of 6 Mcf of natural gas per barrel of oil.

The changes from December 31, 2012 estimated proved reserves to December 31, 2013 estimated proved reserves reflect production during this period of approximately 189 MBoe. The increase in proved developed reserves is attributable to changes in engineering estimates used in the reserve reports. The change also includes the downward revision of PDP reserves for the Etzold field of 79 MBoe and the downward revision of 416 MBoe PUD for the Coke Field Assets. The downward revision for Etzold is attributable to the loss of PDBP because the redevelopment of these reserves was considered commercially unviable as discussed previously. The downward revision in the Coke Field Assets PUD resulted from the exclusion of Sub Clarksville PUD in the independent reserve report because Glori does not have a development plan or assigned budget to develop these resources.

Reserve engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil and natural gas that are ultimately recovered. Estimates of economically recoverable oil and natural gas and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. Please read “Risk Factors” appearing elsewhere in this prospectus.

Additional information regarding our proved reserves can be found in the notes to Glori’s financial statements included elsewhere in this prospectus and the proved reserve report as of January 1, 2014, which is included as an exhibit to the registration statement of which this prospectus forms a part.

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Pro Forma Productive Wells

As of December 31, 2013, on a pro forma basis, Glori owned an average 98.3% Working Interest in 32 gross productive wells and in 31.5 net productive wells. Productive wells consist of producing wells and wells capable of production, including natural gas wells awaiting pipeline connections to commence deliveries and oil wells awaiting connection to production facilities. Gross wells are the total number of producing wells in which Glori has an interest, and net wells are the sum of its fractional working interests owned in gross wells.

Pro Forma Gross, Developed and Undeveloped Acreage

The following table sets forth information as of December 31, 2013 relating to Glori’s pro forma gross, developed and undeveloped leasehold acreage:

	Developed Acreage(1)				Undeveloped Acreage (2)				Total Acreage
	Gross (3)		Net (4)		Gross (3)		Net (4)		Gross (3)	Net (4)
Glori		760		760		0		0	760		760
Coke Field Assets		2,446		2,446		0		0	2,446		2,446
Pro Forma		3,206		3,206		0		0	3,206		3,206

(1) Developed acres are acres spaced or assigned to productive wells and does not include undrilled acreage held by production under the terms of the lease. Developed acres are determined on surface acres.

(2) Undeveloped acres are acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves.

(3) A gross acre is an acre in which a Working Interest is owned. The number of gross acres is the total number of acres in which a Working Interest is owned.

(4) A net acre is deemed to exist when the sum of the fractional ownership Working Interests in gross acres equals one.

Critical Accounting Policies

The discussion of Glori’s financial condition and results of operations is based upon its consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires Glori to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses. On an ongoing basis, Glori evaluates its estimates and assumptions, including those related to revenue, bad debts, long-lived assets, income taxes and stock-based compensation. These estimates are based on historical experience and on various other assumptions that Glori believes are reasonable under the circumstances. The results of Glori’s analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates, and the impact of such differences may be material to Glori’s consolidated financial statements.

Critical accounting policies are those policies that, in management’s view, are most important in the portrayal of Glori’s financial condition and results of operations. The footnotes to Glori’s consolidated financial statements also include disclosure of significant accounting policies. The methods, estimates and judgments that Glori uses in applying its accounting policies have a significant impact on the results that Glori reports in its financial statements. These critical accounting policies require Glori to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Those critical accounting policies and estimates that require the most significant judgment are discussed below.

Revenue Recognition

Revenue is recognized when all services are concluded, and there is evidence that the customer has accepted the services, which generally coincides with invoicing. For contracts which have multiple deliverable arrangements, including those contracts lacking objective and reliable evidence regarding the fair value of the undelivered items, revenue recognition is deferred in accordance with Accounting Standards Codification (“ASC”) 605, Revenue Recognition: Multiple-element Arrangements .

In this regard, Glori’s contracts have historically fallen into three categories and each category receives distinct application of revenue recognition based upon management’s assessment of its contractual elements:

Contracts that are only for research-related services in the Reservoir Analysis and Treatment Design (Analysis Phase). Revenues for services delivered under such contracts are deferred until the conclusion of the service and acceptance by the customer, usually denoted by the presentation by Glori of a written report to the customer.

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Contracts that are only for field-related services in the Field Deployment phase. Revenues are recognized ratably over the term of the field-related services.

Contracts containing both research-related services and field-related services. Revenues are recognized for the research related services and the field-related services as described above, if the customer has the unilateral right to proceed to field-related services after completion of the research-related services. If the field-related services will be delivered under the contract terms without the customer’s unilateral right to proceed, revenue for the research-related services are deferred and recognized ratably over the term of the field-related services.

Oil and Gas Activities

Successful Efforts Method . Glori uses the successful efforts method of accounting for oil producing activities. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip development wells are capitalized.

Revenue Recognition . Glori follows the “sales” method of accounting for crude oil revenue. Under this method, Glori recognizes revenue on production as it is taken and delivered to its purchasers.

Depletion . The estimates of crude oil reserves utilized in the calculation of depletion are estimated in accordance with guidelines established by the Society of Petroleum Engineers, the SEC and the Financial Accounting Standards Board, which require that reserve estimates be prepared under existing economic and operating conditions with no provision for price and cost escalations except by contractual arrangements. Glori emphasizes that reserve estimates are inherently imprecise. Accordingly, the estimates are expected to change as more current information becomes available. Glori’s policy is to amortize capitalized costs on the unit of production method, based upon these reserve estimates.

Glori assesses its proved properties for possible impairment on an annual basis at a minimum, or as circumstances warrant, based on geological trend analysis, changes in proved reserves or relinquishment of acreage. When impairment occurs, the adjustment is recorded to accumulated depletion.

Asset Retirement Obligation

In October 2010, Glori acquired the North Etzold field in exchange for nominal consideration, Glori’s agreement to indemnify the seller for certain environmental matters and the assumption of liabilities relating to the leasehold interest, including the asset retirement obligation (plugging and abandonment liability) for the existing wells on the leasehold. In September 2012, Glori acquired the contiguous South Etzold field for similar consideration plus $85,000 cash. Glori accounts for its asset retirement obligation, or ARO, in accordance with ASC 410, Asset Retirement and Environmental Obligations . The fair value of a liability for an ARO is required to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, and the associated retirement costs are capitalized as part of the carrying amount of the long-lived asset. Glori determines its ARO by calculating the present value of the estimated cash flows related to the liability based upon estimates derived from management and external consultants familiar with the requirements of the retirement and Glori’s ARO is reflected in the accompanying consolidated balance sheets as a noncurrent liability. Glori has not funded nor dedicated any assets to this retirement obligation. The liability is periodically adjusted to reflect (1) new liabilities incurred; (2) liabilities settled during the period; (3) accretion expense; and (4) revisions to estimated future plugging and abandonment costs.

Stock-Based Compensation

Prior to the adoption of Glori’s 2012 Omnibus Incentive Plan, it had one stock-based compensation plan, the Glori Oil Limited Amended and Restated 2006 Stock Option and Grant Plan, or the 2006 Plan. All equity instruments granted under the 2006 Plan are settled in stock. Since the adoption of its 2006 Plan, Glori has recorded all share based payment expenses in accordance with the provisions of ASC 718, Compensation- Stock Compensation . The following table summarizes the stock options granted in 2012 and 2013 with their exercise prices and the fair value of the underlying common stock per share.

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Date of Issuance	Number of Options		Exercise Price per Share		Fair Value per Underlying Share
January 3, 2012*		101,478		0.4		0.4
January 24, 2012*		4,000		0.4		0.4
February 10, 2012*		307,500		0.4		0.4
March 19, 2012*		300,000		0.4		0.4
September 26, 2012*		160,000		0.4		0.4
June 4, 2013		1,397,494		0.4		0.4
June 10, 2013		20,000		0.4		0.4
June 17, 2013		40,000		0.4		0.4
June 19, 2013		192,500		0.4		0.4
July 3, 2013		10,000		0.4		0.4
July 29, 2013		10,000		0.4		0.4
August 29, 2013		10,000		0.4		0.4
November 1, 2013		3,000		0.4		0.4
November 25, 2013		150,000		0.4		0.4
December 2, 2013		50,000		0.4		0.4
December 16, 2013		767,179		0.4		0.4

* The options issued in 2012 were initially issued at an exercise price equal to the common share fair value of $1.15. These options were subsequently repriced to $0.40.

In the absence of a public market for Glori common stock, it engages a third-party valuation advisor to provide a valuation of its stock. Glori’s board of directors considered the October 31, 2011 valuation in making its fair value determination as of October 31, 2011. This valuation resulted in a $1.15 fair value per common share. Glori’s board of directors continued to utilize the October 31, 2011 common stock valuation to establish the exercise price for the stock options granted from December 26, 2011 through December 31, 2012, as it was the most recent valuation of Glori common stock, and Glori’s board of directors determined that no material developments had occurred in its business to change that valuation materially.

As of January 1, 2013, Glori’s board of directors determined that there have been material developments in its business and, accordingly, engaged the same third-party valuation advisor that provided the 2011 valuation to provide a valuation of Glori common stock as of January 1, 2013. The valuation resulted in a fair value per common share of $0.40. Based on the valuation, Glori’s board of directors set the exercise price of the options equal to the fair value of the common shares at $0.40. With the new lower exercise price fair value the compensation committee of the board of directors elected to reprice the previously issued 2011 options with an exercise price of $1.15. The reduction in exercise price affected 1.8 million options, and the repricing adjustment resulted in expense of approximately $47,000 recognized in June 2013.

Glori recognizes expense for stock-based compensation using the calculated fair value of options on the grant date of the awards. Glori does not issue fractional shares nor pay cash in lieu of fractional shares and currently does not have any awards accounted for as a liability.

Glori’s policy is to recognize compensation expense for service-based awards on a straight-line basis over the requisite service period for the entire award. Stock-based compensation expense is based on awards ultimately expected to vest.

The fair value of each option award was estimated on the grant date using a Black-Scholes option valuation model, which uses certain assumptions as of the date of grant:

Risk-free interest rate — risk-free rate, for periods within the contractual terms of the options, is based on the U.S. Treasury yield curve in effect at the time of grant;

Expected volatility — based on peer group price volatility for periods equivalent to the expected term of the options;

Expected dividend yield — expected dividends based on Glori’s expected dividend rate at the date of grant;

Expected life (in years) — expected life adjusted based on management’s best estimate for the effects of non-transferability, exercise restriction and behavioral considerations; and

Expected forfeiture rate — expected forfeiture rate based on historical and expected employee turnover.

Glory Energy has computed the fair value of all options granted during the years ended December 31, 2012 and 2013 using the following assumptions:

	2012			2013
Risk-free interest rate		.87	%		2.23	%
Expected volatility		89	%		55	%
Expected dividend yield		0	%		0	%
Expected life (in years)		4.47			7.09
Expected forfeiture rate		-			-

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Taxes

Glori accounts for income taxes using the asset and liability method wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and to net operating loss carry forwards, measured by enacted tax rates for years in which taxes are expected to be paid, recovered or settled. A valuation allowance is established to reduce deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2013, Glori has a total valuation allowance of $12.4 million.

Glori follows ASC 740, Income Taxes (ASC 740), which creates a single model to address accounting for the uncertainty in income tax positions and prescribes a minimum recognition threshold a tax position must meet before recognition in the consolidated financial statements. Glori does not have an uncertain tax position meeting the criteria of ASC 740.

Glori’s ability to use its net operating loss carryforwards to offset future taxable income may be subject to certain limitations. In general, under Section 382 of the U.S. Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change net operating loss carryforwards, or NOLs, to offset future taxable income. Glori believes that its issuance of series B preferred stock on October 15, 2009 resulted in a Section 382 ownership change limitation. Glori estimates that approximately $5.4 million of Glori’s $36.8 million NOLs as of December 31, 2013 will expire unused due to Section 382 ownership change limitations. In addition, if Glori undergoes an ownership change in connection with or after this Transaction Merger, Glori’s ability to utilize NOLs could be further limited by Section 382 of the Internal Revenue Code. Future changes in Glori’s stock ownership, some of which are outside of its control, could result in an ownership change under Section 382 of the Internal Revenue Code. Furthermore, Glori’s ability to utilize NOLs of companies that it may acquire in the future may be subject to limitations.

New Accounting Pronouncements

See Glori’s audited and unaudited consolidated financial statements included elsewhere in this prospectus for details regarding its implementation. Glori’s management has assessed other accounting standards not adopted and determined that, at this time, there will be no material impact to Glori from these other accounting standards.

Factors Affecting the Comparability of Glori’s Pro Forma Results of Operations to its Historical Results of Operations

Glori’s pro forma results of operations and its future results of operations may not be comparable to the historical results of operations of Glori for the periods presented, due to, among other things, the Coke Field Acquisition and the Business Combination.

Historical Results of Operations for Glori

The following table sets forth selected financial data for the periods indicated (in thousands):

	Year Ended December 31,
	2012			2013
Revenue	$	2,181		$	3,219
Operating expenses:
Operations		3,901			4,511
Science and technology		1,459			1,682
Write-off of deferred offering costs		1,492			126
Impairment of oil and gas property		-			2,190
Selling, general and administrative		3,411			4,279
Depreciation, depletion and amortization		560			603
Total operating expenses		10,823			13,391
Loss from operations		(8,642	)		(10,172	)
Other (expense) income:
Loss on change in fair value of derivative liabilities		(2,317	)		-
(Loss) gain on change in fair value of warrant liabilities		(506	)		592
Interest expense		(480	)		(959	)
Gain (loss) on disposal of property and equipment and other		5			(70	)
Total other expense, net		(3,298	)		(437	)
Net loss		(11,940	)		(10,609	)

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Year ended December 31, 2012 and 2013

Revenue . Revenue increased by $1,038,000, or 48%, to $3,219,000 for the year ended December 31, 2013, from $2,181,000 for the year ended December 31, 2012. The increase was primarily attributable to an increase in field injection services of $1,506,000 and an increase in oil sales of $113,000. The increases were partially offset by a decrease of $574,000 in Analysis Phase work. The $1,506,000 field injection services increase is primarily due to an increase in revenues from AERO field injection services of $925,000 in Texas as a result of two additional projects during 2013 and the commencement of a project in late 2012 whereby the majority of revenues were recognized in 2013, and $728,000 in Canada as a result of three additional projects during 2013, offset by a decline of $250,000 in Montana, due to the conclusion of a project in 2012. The $574,000 decline in Analysis Phase work was primarily due to the decrease in lab analysis performed on Canadian projects as these projects moved on to the Field Deployment Phase in 2013. The increase in oil sales was due to an increase in production in 2013.

Operations. Operations expense increased by $610,000, or 16%, to $4,511,000 for the year ended December 31, 2013, from $3,901,000 for the year ended December 31, 2012. The increase in operations expense was caused by an increase of $438,000 due to additional staff for our oil production and acquisitions activities as we ramped up staffing for oil acquisitions, a $212,000 increase in operations expense in Canada due to greater field services activity during 2013, a $218,000 increase due to the commencement of operations in Brazil, offset in part by a $211,000 decrease in California operations primarily due to water treatment expenses in 2012 on a single project that were not incurred in 2013.

Science and technology. Science and technology expenses increased by $223,000, or 15%, to $1,682,000 for the year ended December 31, 2013, from $1,459,000 for the year ended December 31, 2012. The increase was attributable to an increase of $116,000 in compensation expenses from added staff hired to handle the increased business, an increase in intellectual property related legal expenses of $93,000, an increase in expenses for laboratory supplies of $79,000 as a result of increased project activity, reduced by $59,000 for the conclusion of field trials for a particular customer.

Write-off of deferred offering costs. During 2012 Glori wrote off $1,492,000 in deferred offering costs accumulated during the Company’s IPO efforts in 2011 and 2012. The 2012 deferred offering cost write-off was a result of Glori’s withdrawal of our IPO due to unfavorable market conditions. During 2013 Glori wrote off $176,000 in deferred offering costs related to an additional C-1 preferred stock offering that was withdrawn in the fourth quarter of 2013 as Glori management focused efforts towards the proposed business combination with Infinity Cross Border Acquisition Corporation.

Impairment of oil and gas properties. During 2013 Glori wrote off $2,190,000 of the Company’s oil and gas property, the Etzold Field. The property was originally procured in exchange for nominal consideration and served as field laboratory for our AERO technology. The write-off was the result of a decline in proved reserves as of December 31, 2013. The decline in reserves was due to Glori’s decision not to spend the additional capital required to develop such reserves based on the expected results.

Selling, general and administrative. Selling, general and administrative expenses increase by $868,000, or 25%, to $4,279,000 for the year ended December 31, 2013, from $3,411,000 for the year ended December 31, 2012. The increase was caused by a number of factors including an increase in compensation expense of $775,000, due primarily to increased stock based compensation expense and a full year’s compensation for an employee added in mid-2012, an increase of $47,000 related to consulting services associated with developing AERO services projects in Russia, an increase of $130,000 in accounting and legal fees partially offset by a $122,000 decrease in promotional spending by the business development department during 2013.

Depreciation, depletion and amortization. Depreciation, depletion and amortization increased by $43,000 or 8%, to $603,000 for the year ended December 31, 2013, from $560,000 for the year ended December 31, 2012. The increase was attributable to an increase in depletion expense of $74,000 resulting from greater production on the Etzold property as well as a reduction in the proved reserves estimates originated from Glori’s third party reserve report. This increase was partially offset by a decrease in depreciation of $31,000 as many of the Glori’s initial asset investments became fully depreciated in 2012.

Total other expense, net. Total other expense, net decreased $2,861,000 from an expense of $3,298,000 during the year ended December 31, 2012 to $437,000 during the year ended December 31, 2013. The loss on change in fair value of the derivative liabilities decreased $2,317,000 when compared to 2012. During the year ended December 31, 2012 Glori incurred a loss on change in fair value of derivative liability of $2,317,000 due to a change in valuation. In April of 2013 the Glori board of directors removed the condition that created the embedded derivative and as a result there was no change in the fair value of derivative for the year ended December 31, 2013. The previously recorded fair value of the derivative was treated as a capital contribution and removed from the balance sheet during 2013. For the year ended December 31, 2013 there was a gain on change in the fair value of the warrant liabilities of $592,000 due to a decrease in the valuation of the warrant liabilities compared to a loss of $506,000 for the year ended December 31, 2012. The $1,098,000 decrease in expense when comparing 2013 to 2012 changes in fair value of the warrant liabilities was the result of a change in valuations performed as of December 31, 2012 and 2013 due to a change in assumption, which was a decrease in proceeds of anticipated liquidity events within the next 3 years. Interest expense increased $479,000 from $480,000 during 2012 to $959,000, an increase of 100%. The increase resulted primarily from the full commitment indebtedness to Hercules outstanding for the entire year ended December 31, 2013 compared to only part of 2012.

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Liquidity and Capital Resources

Glori’s primary sources of liquidity and capital since its formation have been proceeds from equity issuances and borrowings. To date, Glori’s primary use of capital has been to fund its operations and science and technology activities. Through December 31, 2013, Glori raised approximately $58.8 million of net proceeds through private offerings of Glori common and preferred stock. On January 19, 2012 in combination with a sale in December of 2011, Glori issued and sold an aggregate of 7,296,607 shares of series C preferred stock for aggregate consideration of approximately $20 million. On June 11, 2012, Glori entered into the loan agreement with Hercules that provided a total lending commitment of $8 million. Glori borrowed an initial $4 million upon commencement of the agreement, and the remaining $4 million in August of 2012. In 2013, Glori issued C-1 Preferred Stock, C Preferred Warrants and C-1 Preferred Warrants in a bundled transaction for $11.7 million in net proceeds.

At December 31, 2013, Glori had working capital of $1,161,000, including cash and cash equivalents of $20,867,000, accounts receivable of $307,000 and other current assets of $95,000, offset by $534,000 in accounts payable, $1,753,000 in deferred revenue, $417,000 in accrued expenses, $13,905,000 in warrant liabilities and $3,499,000 in current portion of long-term debt.

At December 31, 2012, Glori had working capital of $11,402,000, including cash and cash equivalents of $18,707,000, accounts receivable of $231,000 and other current assets of $217,000, offset by $368,000 in accounts payable, $995,000 in deferred revenue, $454,000 in accrued expenses, $2,329,000 in derivative liabilities, $701,000 in warrant liabilities and $2,906,000 in current portion of long-term debt.

Beginning January 2012 through December 2013, Glori’s capital expenditures totaled $2,862,000, which were principally to revitalize its Etzold field, for field and laboratory equipment and to construct its AERO System field deployment modules and related equipment. Glori’s capital expenditures were funded primarily from available working capital, private equity issuances and debt financing.

During the twelve months after completion of the Transaction Merger, Glori expects its principal sources of liquidity to be from the cash provided by the Transaction Merger, its own cash on hand, new credit facilities to be used for financing future oil property acquisitions and cash flows from operating activities. Such new acquisition debt facilities will be based on the value of the oil and gas reserves acquired and secured by those same oil assets. Glori expects these sources of liquidity will enable it to fund its capital expenditures and working capital needs for the next twelve months.

On March 14, 2014, Glori Energy Production Inc. acquired the Coke Field Assets for $37.2 million in cash, subject to certain adjustments, and a $2 million convertible note, subject to purchase price adjustments primarily for net revenues in excess of direct operating expenses of the property since January 1, 2014 through the acquisition date. The note payable to Petro-Hunt has a one year term bearing interest at 6% and is convertible into 250,000 common shares of Infinity Corp. at either party’s option upon consummation of the Transaction Merger.

Glori has entered into debt financings and the sale of C-2 cumulative convertible redeemable preferred shares (Series C-2 Preferred Stock) and C-2 preferred share warrants to finance a portion of the $37.2 million cash portion of the acquisition. The debt financing consists of two notes of $18 million and $4 million.

The $18 million note is a three year senior secured term loan facility, secured by the Coke Field Assets, bears interest at 11% per annum and is payable in principal payments of $112,500 plus interest quarterly. The credit agreement requires additional quarterly principal payments equal to 50% of the excess cash flow, as defined therein, from the Coke Field Assets during the first year and 75% of excess cash flow thereafter. The credit agreement also requires Glori Energy Production Inc. to enter into hedges covering approximately 75% of its oil production based on a third party reserve report for projected proved developed production.

The $4 million note is a 2 year subordinated secured term note bearing interest at 12% per annum and is secured by the assets of Glori Energy Inc., but is subordinated to existing Glori Energy Inc. debt. As a condition of this financing, the lender of Glori’s term debt in the original amount of $8 million, as described in Note 8 – Long Term Debt, waived certain covenants restricting incurrence of additional debt, liens and capital expenditures. The note requires that it be paid within 60 days of consummation of the Transaction Merger, with a 10% prepayment penalty.

In addition to the debt, effective March 13, 2014, Glori issued to its current investors 1,842,028 Series C-2 Preferred Stock and 1,640,924 Series C-2 preferred share warrants for gross proceeds of $5,049,000. The Series C-2 Preferred Stock has preference in liquidation but is otherwise substantially equivalent to the Series C Preferred Stock and Series C-1 Preferred Stock.

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Following completion of the Transaction Merger, Glori intends to pursue additional acquisitions of producing oil assets on which to deploy its AERO System technology of enhanced oil recovery. In addition to the Coke Field Acquisition purchase, planned capital expenditures for the next twelve months include approximately $1.4 million for the first phase of development and implementation of Glori’s AERO System technology in the Coke Field and approximately $1.2 million for field equipment for Glori’s AERO System service for customers and Glori’s research and development laboratory in Houston, Texas. Capital expenditures associated with the Coke Field for the first twelve months could increase by an estimated $4.4 million, from $1.4 million, if Glori elects to pursue a full field implementation of its AERO technology on a more accelerated basis than originally planned. As of December 31, 2013, Glori did not have any commitments for the acquisition of oil properties or any other capital commitments.

Revenues and cash flows from the Coke Field Assets will, in the near-term, represent the majority of Glori’s cash from operating activities until Glori completes other acquisitions of oil producing assets or Glori experiences significant growth in AERO services revenues. Operating cash flow from the Coke Field Assets, after direct operating expenses and related overhead costs, will principally be dedicated to servicing acquisition-related debt and capital expenditures. Such operating cash flow will be influenced by a number of factors such as oil production rates, oil prices and operating expenses. While Glori will enter into hedges for a portion of its oil production, variability in operating cash flow may require additional resources to fund future capital expenditures and service associated debt.

Future cash requirements and the requirement for new financing will be dependent primarily upon Glori’s success in generating additional acquisition opportunities and their related capital expenditures. Although Glori believes that it will have sufficient liquidity and capital resources to meet its operating requirements and to fund expansion plans for the next twelve months, Glori may pursue additional opportunities which could require additional debt or equity financing. If Glori is not successful in securing such additional financing on favorable terms, its ability to achieve its desired level of revenue growth could be materially adversely affected.

The following table sets forth the major sources and uses of cash for the periods presented (in thousands): 

	Years Ended December 31,
	2012			2013
Net cash used in operating activities	$	(6,867	)	$	(6,553	)
Net cash used in investing activities		(2,332	)		(530	)
Net cash provided by operating activities		19,060			9,243

Operating Activities

During the year months ended December 31, 2013, Glori’s operating activities used $6,553,000 in cash. Glori’s net loss for the year ended December 31, 2013 was $10,609,000. Non-cash loss totaled $3,544,000, consisting of $603,000 of depreciation, depletion and amortization, $2,190,000 impairment of Glori’s oil and gas property, $774,000 for stock based compensation expense, amortization of deferred loan costs of $156,000 and various other non-cash expenses totaling $413,000 offset by a $592,000 gain on change in fair value of warrant liabilities. Accounts receivable increased by $156,000, prepaid expenses decreased by $51,000, inventory decreased by $21,000, accounts payable decreased by $125,000, deferred revenue increased by $758,000 and accrued expenses decreased by $37,000, each having a corresponding offset to cash. The increase in deferred revenue resulted from the commencement of new projects for which revenue could not yet be recognized.

During the year ended December 31, 2012, Glori’s operating activities used $6,867,000 in cash. Glori’s net loss for the year ended December 31, 2012 was $11,940,000. Non-cash items totaled $5,323,000 consisting of a loss on the change in fair value of the derivative liabilities of $2,317,000, a net write-off of deferred offering costs of $1,492,000, $560,000 in charges for depreciation, depletion and amortization, $506,000 loss on change in fair value of warrant liability, $291,000 for stock-based compensation expense and $157,000 for other non-cash expenses. Inventory increased by $7,000, accounts receivable decreased by $141,000, prepaid expenses increased by $106,000, accounts payable decreased by $761,000, deferred revenue increased by $362,000 and accrued expenses increased by $121,000, each having a corresponding offset to cash. The increase in deferred revenue relates to additional contracts, with the revenue for some contracts being deferred because they contained multiple deliverable elements. The decrease in the accounts payable and accrued expenses resulted from the payment on various costs primarily related to legal and accounting fees that had built up at December 31, 2011.

Glori’s future cash flow from operations will depend on many factors including its ability to acquire oil fields, successfully deploy its AERO System technology on such oil fields and the level of oil prices. Other variables affecting Glori’s cash flow from operations is the adoption rate of Glori technology and the demand for Glori services, which can also be impacted by the level of oil prices and the capital expenditure budgets of Glori customers and potential customers.

Investing Activities

Glori’s capital expenditures were $530,000 for the year ended December 31, 2013 compared to $2,332,000 for the year ended December 31, 2012. Capital expenditures for the year ended December 31, 2013 consisted primarily of construction of skid mounted injection equipment used in the AERO System process of $445,000. The remaining capital expenditures of $85,000 were on various items such as laboratory equipment, oil property and office equipment. Capital expenditures for the year ended December 31, 2012 consisted primarily of expenditures in connection with redeveloping Glori’s Etzold Field for $1,370,000 and the construction of skid-mounted injection equipment used in the AERO System process totaling $736,000.

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Financing Activities

During the year ended December 31, 2013, cash provided by financing activities was $9,243,000, primarily due to the net proceeds of $11,858,000 from a bundled sale transaction consisting of 4,462,968 shares of C-1 preferred stock, 6,337,494 shares of C preferred warrants and 3,975,718 shares of C-1 preferred warrants. Glori also received $260,000 in proceeds from the issuance common and preferred stock during the period. These financing activity inflows were partially offset by principal payments of $2,676,000 primarily related to the monthly payments on Glori’s $8 million secured term promissory note which began in April 2013 and deferred offering cost payments made of $163,000 primarily related to the C-1 financing transaction.

During the year ended December 31, 2012, cash provided by financing activities was $19,060,000, primarily due to the proceeds of issuance of series C preferred stock for $11,843,000. Additionally, Glori received $7,557,000 in net proceeds primarily from the issuance of the Hercules note, a secured promissory note, in mid-2012. In addition to the note, Glori received $195,000 proceeds from Hercules in exchange for a warrant. These proceeds were partially offset by payments made in 2012 for deferred offering costs of $534,000.

9. Reference 9

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OF INFINITY CORP.

Overview

Infinity Corp. is a blank check company formed on April 6, 2011 pursuant to the laws of the British Virgin Islands with limited liability (meaning its public shareholders have no additional liability, as members of the company, for the liabilities of the company over and above the amount paid for their shares) formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or entities. Infinity Corp. consummated its initial public offering of 5,000,000 Units, each Unit consisting of one Ordinary Share and one Infinity Corp. Warrant, on July 25, 2012. The underwriters of the initial public offering were granted an option to purchase up to an additional 750,000 Units to cover over-allotments, if any. On July 26, 2012, the underwriters exercised the option in full and, on July 27, 2012, the underwriters purchased all of the over-allotment Units. The net proceeds of the initial public offering, together with approximately $2.4 million from Infinity Corp.’s sale of 4,820,000 Insider Warrants, collectively, to the Infinity Funds and the underwriters of its initial public offering, for an aggregate of approximately $46.0 million, were deposited in the Trust Account. Subsequent to the consummation of Infinity Corp.’s initial public offering on July 25, 2012, its focus has been on identifying a prospective target business for its initial business combination.

Through December 31, 2013, Infinity Corp.’s efforts have been limited to organizational activities, activities relating to its initial public offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. Infinity Corp. has not generated any revenues to date and will not generate any revenues until after it consummates the Business Combination, at the earliest. Infinity Corp. will generate non-operating income in the form of interest income on cash and cash equivalents.

Results of Operations for the Year Ended March 31, 2013, for the Period from April 6, 2011 (date of inception) to March 31, 2012, and for the Period from April 6, 2011 (date of inception) to March 31, 2013

For the year ended March 31, 2013, Infinity Corp. had a net loss of $386,188, $294,154 of which is attributable to operating costs expenses, $105,700 of which is attributable to the change in fair value of the warrant liability, offset by income of $13,666 which is attributable to the change in fair value of the Trust Account.

From inception (April 6, 2011) through March 31, 2012, Infinity Corp. had a net loss of $27,124 which is attributable to operating costs expenses.

From inception (April 6, 2011) through March 31, 2013, Infinity Corp. had a net loss of $413,312, $321,278 of which is attributable to operating costs expenses, $105,700 of which is attributable to the change in fair value of the warrant liability, offset by income of $13,666 which is attributable to the change in fair value of the Trust Account.

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Results of Operations for the Nine Months Ended December 31, 2013 and 2012, and for the Period from April 6, 2011 (date of inception) to December 31, 2013

For the nine months ended December 31, 2013, Infinity Corp. had a net loss of $750,255, $415,349 of which is attributable to operating costs expenses, $317,100 of which is attributable to the change in fair value of the warrant liability and $17,806 of which is attributable to the change in fair value of the Trust Account.

For the nine months ended December 31, 2012, Infinity Corp. had a net loss of $572,423, $227,305 of which is attributable to operating costs expenses, $28,018 of which is attributable to the change in fair value of the Trust Account and $317,100 which is attributable to the change in fair value of the warrant liability.

For the period from April 6, 2011 (inception) through December 31, 2013, Infinity Corp. had a net loss of $1,163,568, $736,628 of which is attributable to operating costs expenses, $422,800 of which is attributable to the change in fair value of the warrant liability, $4,140 of which is attributable to the change in fair value of the Trust Account. The Trust Account is presented at fair value. As of December 31, 2013, the fair value of the Trust Account was $45,995,860.

Results of Operations for the Three Months Ended December 31, 2013 and 2012

For the three months ended December 31, 2013, Infinity Corp. had a net gain of $361,212, $166,368 of which is attributable to operating costs expenses, offset by income of $528,500 which is attributable to the change in fair value of the warrant liability and loss of $920 which is attributable to the change in fair value of the Trust Account.

For the three months ended December 31, 2012, Infinity Corp. had a net loss of $500,198, $61,108 of which is attributable to operating costs expenses, $16,290 of which is attributable to the change in fair value of the Trust Account and $422,800 which is attributable to the change in fair value of the warrant liability.

Liquidity and Capital Resources

On July 25, 2012, Infinity Corp. consummated its initial public offering at a price of $8.00 per unit. Simultaneously with the consummation of Infinity Corp.’s initial public offering, it consummated the sale of the Insider Warrants at a price of $0.50 per warrant for an aggregate purchase price of $2,200,000. On July 27, 2012, simultaneously with the sale of the over-allotment Units, Infinity Corp. consummated the sale of an additional 420,000 warrants at a price of $0.50 per warrant for an aggregate purchase price of $210,000. Infinity Corp. received net proceeds from its initial public offering and the sale of the Insider Warrants of $44,053,775, net of the offering costs and other expenses of approximately $336,225.

As of December 31, 2013, Infinity Corp. had $45,995,860 in a Trust Account available for use by management to cover the costs associated with identifying a target business, negotiating an acquisition or merger and consummating its initial business combination. Until the consummation of Infinity Corp.’s initial public offering, its only source of liquidity was $138,265 of loans and advances made to Infinity Corp. by the Sponsors. This loan (which was due and payable upon closing of Infinity Corp.’s initial public offering), was repaid in December 2012.

Infinity Corp. will depend on the cash held outside its Trust Account and on interest earned on the proceeds held in the Trust Account to provide it with the working capital it needs to identify one or more target businesses, conduct due diligence and complete its initial business combination, as well as to pay any taxes that it may owe. The amounts in the Trust Account may be invested only in any of (i) U.S. treasuries having a maturity of 180 days or less, (ii) any open ended investment company that holds itself out as a registered money market fund, which invests in U.S. treasuries, or (iii) any open ended investment company that holds itself out as a money market fund, which invests in U.S. treasuries selected by Infinity Corp. meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act. The current low interest rate environment has made it more difficult for such investments to generate sufficient funds, together with the amounts available outside the trust account, to locate, conduct due diligence, structure, negotiate and close Infinity Corp.’s initial business combination. As a result, Infinity Corp. will likely need to seek additional capital to continue its operations. If Infinity Corp. needs to seek additional capital, it intends to borrow funds from the Sponsors or its management team to operate. The Sponsors or affiliates of the Sponsors or certain of Infinity Corp.’s officers and directors may, but are not obligated to, loan it funds as may be required. If Infinity Corp. consummates an initial business combination, it would repay such loaned amounts. In the event that the initial business combination does not close, Infinity Corp. may use a portion of the offering proceeds held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment, other than the interest on such proceeds that may be released to Infinity Corp. for working capital purposes. Up to $500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the Insider Warrants. As of the date of this prospectus, the Sponsors or their affiliates have loaned Infinity Corp. $500,000, which loans are convertible into warrants of Infinity Acquisition at a price of $0.50 per warrant at the option of the lenders.

Infinity Corp. intends to use substantially all of the funds held in the Trust Account (net of taxes) to consummate its initial business combination. To the extent that Infinity Corp.’s capital stock or debt is used, in whole or in part, as consideration to consummate the initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue Infinity Corp.’s growth strategies.

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If Infinity Corp. is unable to consummate its initial business combination by April 25, 2014, it will distribute the aggregate amount then on deposit in the Trust Account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to its public shareholders by way of redemption and cease all operations except for the purposes of winding up of its affairs.

Off-Balance Sheet Financing Arrangements

Infinity Corp. has no obligations, assets or liabilities which would be considered off-balance sheet arrangements. Infinity Corp. does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet financing.

Infinity Acquisition

Infinity Acquisition is a wholly owned subsidiary of Infinity Corp. that was formed in January 2014 for the purposes of the Redomestication and the Transaction Merger. Infinity Acquisition will not have any assets unless and until the Business Combination is completed.

10. Reference 10

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION
AND CORPORATE GOVERNANCE

Compensation Committee

Infinity Acquisition intends to establish a compensation committee prior to the consummation of the Business Combination. The compensation committee will be comprised entirely of independent directors who meet the independence requirements of Nasdaq. In accordance with the compensation committee charter, the members will be “outside directors” as defined in Section 162(m) of the Code and “non-employee directors” within the meaning of Section 16 of the Exchange Act. Messrs. Clarke and Puckett will serve as members of the compensation committee and Mr. Puckett will serve as chairman of the compensation committee. The responsibilities of the compensation committee include:

· determining the compensation of our executive officers;

· making recommendations to the board of directors regarding equity-based and incentive compensation plans, policies and programs.

· reviewing executive compensation policies and plans;

· implementing and administering incentive compensation equity-based remuneration plans;

· assisting management in complying with proxy statement and annual report disclosure requirements;

· approving all special perquisites, special cash payments and other special compensation and benefit arrangements for executive officers and employees;

· producing a report on executive compensation to be included in the annual proxy statement; and

· reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Compensation of Directors and Executive Officers

Compensation of Officers and Directors of Infinity Corp.

None of Infinity Corp.’s directors or officers has received any cash compensation for services rendered to Infinity Corp. Infinity Corp.’s Initial Shareholders purchased 1,437,500 Founder Shares for aggregate consideration of $25,000. In addition, the Infinity Funds purchased an aggregate of 4,381,818 Sponsors Warrants, each exercisable for one ordinary share at $7.00 per share, for a purchase price of approximately $2.2 million, or $0.50 per warrant. The Founder Shares and the Sponsors Warrants will be worthless if Infinity Corp. does not consummate an initial business combination.

As of the date that Infinity Corp.’s securities were first listed on Nasdaq and terminating on the consummation of our initial business combination (or our earlier liquidation), Infinity Corp. has agreed to pay Infinity-C.S.V.C. Management Ltd, an affiliate of the Infinity Funds, an aggregate of $10,000 per month for office space, administrative services and secretarial support. Other than this fee, and an aggregate maximum of $400,000 payable to our officers, directors and consultants as determined by Infinity Corp.’s board, no compensation will be paid to the Sponsors, Infinity Corp.’s executive officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of an initial business combination. Additionally, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Infinity Corp.’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

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Compensation of Officers and Directors of Glori

The following table provides information regarding the compensation of Glori’s chief executive officer, chief financial officer and Glori’s other third most highly compensated executive officers during 2012 and 2013 and should be read in conjunction with the narrative disclosure to the Summary Compensation Table. Glori refers to these executive officers as its named executive officers.

Name and Principal Position	Year		Salary		Bonus		Stock Awards(1)		Option Awards (1)		All Other Compensation		Total
Stuart M. Page President and		2012	$	300,000	$	30,750		-	$	0		-	$	330,750
Chief Executive Officer		2013		309,000		23,175		-	$	108,536		-		440,711
Victor M. Perez		2012		230,000		23,000		-		244,307		-		253,000
Chief Financial Officer		2013		236,900		17,360		-		50,387		-		304,647
William M. Bierhaus II		2012		361,643		-		-		0		-		361,643
Senior Vice President of Business Development(2)		2013		419,939		-		-		7,529		-		412,002

(1) Amounts in this column represent the aggregate grant date fair value of stock awards and option awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation, or FASB ASC Topic 718. The assumptions Glori used in valuing options are described in Note 14 “Stock Based Compensation” to Glori’s consolidated financial statements included herein.

(2) Includes commissions.

Post-Merger Compensation

Following the business combination, Glori’s executive team will be compensated according to the recommendations of an independent compensation consultant and as adopted by the compensation committee in January 2014.

Director Compensation

Prior to the Business Combination, Glori did not pay its directors that held management positions or with affiliation to owners over 10% any compensation for services on its board of directors. Glori compensated only its two independent directors in 2011 and 2012 for services they performed. In 2011, Glori granted Mr. Clarke and Mr. Puckett a one time option award to acquire 156,000 shares (subsequently reduced to 115,000 shares) of Glori common stock upon joining the Glori board of directors. In 2012, Glori granted Mr. Clarke an additional award to acquire 63,000 shares of Glori common stock upon accepting the role of Chairman of the Board of Directors. In 2013, Glori granted Mr. Clark an additional award to acquire 62,000 shares of common stock. All directors were entitled to reimbursement for reasonable travel and other business expenses incurred in connection with attending meetings of the board of directors or committees of the board of directors.

The following table sets forth certain information regarding the compensation earned by, or awarded to, each director, who is not also a named executive officer, who served as a member of our Board of Directors during the year ended December 31, 2013. Directors who are our employees are not compensated for their service as directors.

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Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)	Grant Date Fair Value of SAR Award(s) ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)			Total ($)
John Clark	$	65,000					$	13,082	(1)	$	78,082
Mark Puckett	$	50,000								$	50,000

(1) Value of 62,000 common option shares at an original exercise price of $0.40 per share.

Following the Business Combination, Infinity Acquisition’s directors will be entitled to receive compensation at rates which are to be determined based on the recommendations of a third-party consultants.

11. Reference 11

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Certain Transactions of Infinity Corp.

On July 25, 2012, simultaneously with the closing of the initial public offering, Infinity Corp. consummated the private sale of 4,400,000 Insider Warrants at a price of $0.50 per warrant, for an aggregate purchase price of $2,200,000. On July 27, 2012, simultaneously with the sale of the over-allotment units, Infinity Corp. consummated the private sale of an additional 420,000 Insider Warrants at a price of $0.50 per warrant, for an aggregate purchase price of $210,000. The Insider Warrants, which were purchased by the Infinity Funds ($2,190,909 in the aggregate) and EBC ($219,091 in the aggregate), the representative of the underwriters of the offering, are identical to the Infinity Corp. Warrants included in the units sold in the offering except that the Insider Warrants are exercisable for cash or on a cashless basis, at the option of the holder, and are not redeemable by Infinity Corp. so long as they are still held by the initial purchasers or their permitted transferees. Additionally, the period during which the EBC Warrants are exercisable may not be extended beyond July 19, 2017. The purchasers have agreed that the Insider Warrants will not be sold or transferred by them (except to certain permitted transferees) until after Infinity Corp. has completed an initial business combination.

In April 2011, Infinity Corp. issued an aggregate of 1,150,000 Founder Shares to the Initial Shareholders for an aggregate purchase price of $25,000 in cash, or approximately $0.022 per share. As of May 3, 2011, the Initial Shareholders sold, at approximately $0.022 per share, an aggregate of 230,000 of such Founder Shares to certain of Infinity Corp.’s officers and directors. In February 2012, each of Limei Zhao and Kersten Hui (two of Infinity Corp.’s executive officers) sold, at cost, 3,001 Founder Shares (for an aggregate of 6,002 Founder Shares) to Mark B. Segall, an. independent director. On May 24, 2012, Infinity Corp. effectuated a 1.25-for-1 forward split of Infinity Corp. outstanding Ordinary Shares, leaving Infinity Corp. Sponsors and the Initial Shareholders with 1,437,500 Founder Shares. In January 2014, the Infinity Funds sold 575,000 Founder Shares to HH Energy Group, LP, an affiliate of a new director.

Infinity Corp.’s officers and directors have agreed, pursuant to a written agreement with Infinity Corp., that until the earliest of its initial business combination, liquidation or such time as he ceases to be an officer or director, to present to Infinity Corp. for consideration, prior to presentation to any other entity, any business opportunity, where the total consideration to be paid (either in ordinary shares, cash or otherwise) is expected to be at least $32,000,000 or more, subject to any pre-existing fiduciary or contractual obligations he might have. If any of Infinity Corp.’s officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to Infinity Corp.

Infinity-C.S.V.C. Management Ltd., an affiliate of the Infinity Funds, has agreed to, from the date that its securities were first listed on Nasdaq through the earlier of the consummation of its initial business combination and liquidation, make available to Infinity Corp office space and certain office and secretarial services, as it may require from time to time. Infinity Corp. has agreed to pay until the consummation of its business combination, an aggregate of $10,000 per month to the Infinity Funds or their affiliates for these services. However, this arrangement is solely for Infinity Corp.’s benefit and is not intended to provide the Infinity Funds with compensation in lieu of salary. Infinity Corp. believes, based on rents and fees for similar services in the Tel Aviv, Israel area, that the fee charged by Infinity-C.S.V.C. Management Ltd. is at least as favorable as Infinity Corp. could have obtained from an unaffiliated person.

Other than the $10,000 per-month administrative fee which will be paid to Infinity-C.S.V.C. Management Ltd. for the reimbursement of any out-of-pocket expenses incurred in connection with activities on Infinity Corp.’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations and up to an aggregate maximum of $400,000 as determined by Infinity Corp. board, no compensation will be paid to the Sponsors, officers or directors, or to any of their respective affiliates, prior to or in connection with its initial business combination (regardless of the type of transaction). Infinity Corp.’s independent directors will review on a quarterly basis all payments that were made to the Sponsors, officers, directors. or their affiliates and will be responsible for reviewing and approving all related party transactions as defined under Item 404 of Regulation S-K, after reviewing each such transaction for potential conflicts of interests and other improprieties.

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In addition, in order to finance transaction costs in connection with an intended initial business combination, the Sponsors, affiliates of the Sponsors or certain of Infinity Corp.’s officers and directors may, but are not obligated to, loan Infinity Corp. funds as may be required. If Infinity Corp. consummates an initial business combination, Infinity Corp. would repay such loaned amounts. In the event that the initial business combination does not close, Infinity Corp. may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from Infinity Corp. trust account would be used for such repayment, other than the interest on such proceeds that may be released to us for working capital purposes. Up to $500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the Insider Warrants. As of the date of this prospectus, the Sponsors or their affiliates have loaned Infinity Corp. $500,000, which loans are convertible into warrants of Infinity Acquisition at a price of $0.50 per warrant at the option of the lenders.

The Infinity Funds have committed to purchase at $0.60 per public warrant the balance of the outstanding public warrants in a tender offer that will commence after Infinity Corp. announcement of a business combination and filing of proxy or tender offer materials related to such business combination. If Infinity Corp. is unable to consummate a business combination within the allotted time, Continental Stock Transfer & Trust Company will use the funds held in a segregated escrow account, initially in the amount of $3,450,000, in order to distribute $0.60 per public warrant to the holders of such warrants, excluding public warrants held by the Sponsors, and thereafter, all such public warrants and repurchased public warrants will expire.

In the event that Infinity Corp. is unable to close a business combination within the allotted time, the escrow agent will be authorized to transfer $0.60 per public warrant, to holders of public warrants other than the Sponsors, as promptly as reasonably possible but no more than five business days thereafter and all such public warrants and repurchased public warrants will expire worthless.

On January 7, 2014, Infinity Corp. and Infinity Acquisition entered into a share purchase agreement with the Sponsors and other investors pursuant to which the Sponsors and the other investors collectively (i) agreed to purchase the Minimum Commitment necessary to ensure that Infinity Corp. meets the $25.0 million minimum balance 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 an additional $8.0 million of shares of Common Stock (above and beyond the Minimum Commitment) to increase their total investment to a maximum of $25.0 million, such additional investment to be used to provide additional working capital to Infinity Acquisition. 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 the 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.

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 the 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 converted into warrants of the post-business transaction entity, at a price of $0.50 per warrant, that 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, which warrants would be subject to the terms set forth in the Warrant Amendment. The holders of the Notes have waived all claims against Infinity Corp.’s Trust Account. 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.

Certain Transactions of Glori  

Since January 1, 2008, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which Glori was or is a party in which the amount involved exceeded or exceeds $120,000 and in which any of Glori’s directors, executive officers, holders of more than 5% of any class of Glori voting securities or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers, which are described under “Management” and “Executive Compensation” and the transactions described below.

Preferred Stock Issuances

Issuance of Series A Preferred Stock

Between November 2006 and September 2008, Glori sold an aggregate of 47,554,100 shares of series A preferred stock at a price of $0.2208 per share for gross proceeds of approximately $10.5 million. On October 15, 2009, Glori effected a 100 to 1 reverse stock split on its series A preferred stock. The table below sets forth the number of shares of series A preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, after giving effect to such reverse stock split, and the number of shares of and value of Common Stock anticipated to be received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series A preferred stock.

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Investor	Number of shares of Series A preferred stock		Aggregate purchase price		Anticipated number of shares of Common Stock to be received at Closing (2)		Anticipated value of  Common Stock  to be received at Closing (3)
GTI Glori Oil Fund I L.P. (1)		271,738	$	6,000,000		1,837,543	$	14,700,344
KPCB Holdings, Inc.		181,159		4,000,000		1,109,874	$	8,878,993

(1) 269,474 shares of series A preferred stock were sold to GTI Glori Oil Fund I L.P. 2,264 shares of series A preferred stock were sold to GTI Ventures LLC, which is the general partner of GTI Co-Investment L.P., which is the general partner of GTI Glori Oil Fund I L.P. Michael Schulhof, one of Glori’s directors, is a managing director of GTI Capital Group, and Jonathan Schulhof, chairman of Glori’s board, is a managing partner of GTI Capital Group. GTI Capital Group is managed by GTI Holdings LLC and three other partners. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof and GTI Holdings LLC is the managing member of GTI Ventures LLC.

(2) Closing assumed to occur on April 15, 2014. Common Stock to be received includes all preferred stock received as dividends, on an as-converted basis.

(3) Calculated value assumes (A) Closing will occur on April 15, 2014, and (B) a price for the Common Stock at closing of $8.00 per share.

Issuance of Series B Preferred Stock

Between October 2009 and May 2011, Glori sold an aggregate of 2,901,052 shares of series B preferred stock at a price of $5.5216 per share for gross proceeds of approximately $16.0 million. The table below sets forth the number of shares of series B preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock anticipated to be received by such persons following the Closing in exchange for their shares and dividends relating to the series B preferred stock.

Investor	Number of shares of Series B preferred stock		Aggregate purchase price		Anticipated number of shares of Common Stock  to be received at Closing (4)		Anticipated value of  Common Stock  to be received at Closing (5)
GTI Glori Oil Fund I L.P. (1)		182,277	$	1,006,473		630,335	$	5,042,678
KPCB Holdings, Inc.		363,553		2,007,397		1,257,098	$	10,056,786
Oxford Bioscience Partners V L.P. (2)		770,539		4,254,621		2,664,168	$	21,313,345
Rawoz Technology Company Ltd.		769,703		4,250,000		2,661,188	$	21,289,504
Malaysian Life Sciences Capital Fund Ltd. (3)		543,320		3,000,000		1,878,486	$	15,027,889
Energy Technology Ventures, LLC		271,660		1,499,997		851,246	$	6,809,966

(1) 180,759 shares of series B preferred stock were sold to GTI Glori Oil Fund I L.P. 1,518 shares of series B preferred stock were sold to GTI Ventures LLC, which is the general partner of GTI Co-Investment L.P., which is the general partner of GTI Glori Oil Fund I L.P. Michael Schulhof, one of Glori’s directors, is a managing director of GTI Capital Group, and Jonathan Schulhof, chairman of Glori’s board, is a managing partner of GTI Capital Group. GTI Capital Group is managed by GTI Holdings LLC and three other partners. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof and GTI Holdings LLC is the managing member of GTI Ventures LLC.

(2) 753,557 and 16,982 shares of series B preferred stock were sold to Oxford Bioscience Partners V L.P. and mRNA Fund V L.P., respectively. Matthew Gibbs is one of Glori’s directors and is the general partner of OBP Management V L.P., which is the general partner of Oxford Bioscience Partners V L.P. and mRNA Fund V L.P.

(3) Ganesh Kishore is one of Glori’s directors and is the chief executive officer of Malaysian Life Sciences Capital Fund Ltd.

(4) Closing assumed to occur on April 15, 2014. Common Stock to be received includes all preferred stock received as dividends, on an as-converted basis.

(5) Calculated value assumes (A) Closing will occur on April 15, 2014, and (B) a price for the Common Stock at closing of $8.00 per share.

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Issuance of Series C Preferred Stock

Between December 2011 and January 2012, Glori sold an aggregate of 7,296,607 shares of series C preferred stock at a price of $2.741 per share for gross proceeds of approximately $20 million. The table below sets forth the number of shares of series C preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock anticipated to be received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series C preferred stock. As a result of the amendment of Glori’s certificate of incorporation in connection with the issuance of Glori’s series C-2 preferred stock, Glori’s series C preferred stock is entitled to a conversion ratio of approximately 2 to 1.

Investor	Number of shares of Series C preferred stock		Aggregate purchase price		Anticipated number of shares of Common Stock to be received at Closing (6)		Anticipated value of  Common Stock  to be received at Closing (7)
GTI Ventures LLC (1)		36,483	$	100,000		26,636	$	213,089
KPCB Holdings, Inc.		182,415	$	500,000		112,991	$	903,290
Oxford Bioscience Partners V L.P. (2)		1,459,321	$	3,999,999		1,065,457	$	8,523,656
Rawoz Technology Company Ltd.		1,094,491	$	3,000,000		799,093	$	6,392,743
Malaysian Life Sciences Capital Fund Ltd. (3)		1,094,490	$	2,999,997		799,092	$	6,392,739
Energy Technology Ventures, LLC		937,623	$	2,570,025		684,563	$	5,476,503
Gentry-Glori Energy Investment LLC (4)		1,246,824	$	3,417,545		910,312	$	7,282,495
Advantage Capital (5)		1,244,960	$	3,412,435		908,952	$	7,271,608

(1) Michael Schulhof, one of Glori’s directors, is a managing director of GTI Capital Group, and Jonathan Schulhof, one of Glori’s directors, is a managing partner of GTI Capital Group. GTI Capital Group is managed by GTI Holdings LLC and three other partners. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof and GTI Holdings LLC is the managing member of GTI Ventures LLC.

(2) 1,427,159 and 32,162 shares of series C preferred stock were sold to Oxford Bioscience Partners V L.P. and mRNA Fund V L.P., respectively. Matthew Gibbs is one of Glori’s directors and is the general partner of OBP Management V L.P., which is the general partner of Oxford Bioscience Partners V L.P. and mRNA Fund V L.P.

(3) Ganesh Kishore is one of Glori’s directors and is the chief executive officer of Malaysian Life Sciences Capital Fund Ltd.

(4) Larry Aschebrook, one of Glori’s directors, is the managing member of Gentry-Glori Energy Investment LLC.

(5) 697,715 and 547,245 shares of series C preferred stock were sold to Texas ACP II, L.P. and Texas ACP Venture Partners I, LLC, respectively. Damon Rawie, one of Glori’s directors, is Vice President of ADVTG GP I, L.L.C, the general partner of Texas ACP II, L.P. and also of Texas ACP Venture Partners I, LLC.

(6) Closing assumed to occur on April 15, 2014. Common Stock to be received includes all preferred stock received as dividends, on an as-converted basis.

(7) Calculated value assumes (A) Closing will occur on April 15, 2014, and (B) a price for the Common Stock at closing of $8.00 per share.

Issuance of Series C-1 Preferred Stock

Between April 30, 2013 and November 14, 2013, Glori sold an aggregate of 4,462,988 shares of series C-1 preferred stock at a price of $2.741 per share for gross proceeds of approximately $12.2 million. The table below sets forth the number of shares of series C-1 preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock anticipated to be received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series C-1 preferred stock. As a result of the amendment of Glori’s certificate of incorporation in connection with the issuance of Glori’s series C-2 preferred stock, Glori’s series C-1 preferred stock is entitled to a conversion ratio of approximately 2 to 1.

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Investor	Number of shares of Series C-1 preferred stock		Aggregate purchase price		Anticipated number of shares of Common Stock to be received at Closing (6)		Anticipated value of  Common Stock  to be received at Closing (7)
GTI Ventures LLC (1)		18,241	$	49,999		12,104	$	96,830
Oxford Bioscience Partners V L.P. (2)		364,830	$	999,999		242,090	$	1,936,723
Rawoz Technology Company Ltd.		1,094,491	$	3,000,000		726,272	$	5,810,174
Malaysian Life Sciences Capital Fund Ltd. (3)		474,279	$	1,299,999		314,717	$	2,517,739
Energy Technology Ventures, LLC		364,830	$	999,999		242,090	$	1,936,723
Gentry-Glori Energy Investment LLC (4)		519,154	$	1,423,000		339,967	$	2,719,740
Advantage Capital (5)		1,627,143	$	4,459,999		1,079,723	$	8,637,787

(1) Michael Schulhof, one of Glori’s directors, is a managing director of GTI Capital Group, and Jonathan Schulhof, one of Glori’s directors, is a managing partner of GTI Capital Group. GTI Capital Group is managed by GTI Holdings LLC and three other partners. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof and GTI Holdings LLC is the managing member of GTI Ventures LLC.

(2) 356,790 and 8,040 shares of series C-1 preferred stock were sold to Oxford Bioscience Partners V L.P. and mRNA Fund V L.P., respectively. Matthew Gibbs is one of Glori’s directors and is the general partner of OBP Management V L.P., which is the general partner of Oxford Bioscience Partners V L.P. and mRNA Fund V L.P.

(3) Ganesh Kishore is one of Glori’s directors and is the chief executive officer of Malaysian Life Sciences Capital Fund Ltd.

(4) 364,831 and 154,323 shares of series C preferred stock were sold to Gentry-Glori Energy Investment II LLC and Gentry-Glori Energy Investment III LLC, respectively. Larry Aschebrook, one of Glori’s directors, is the managing member of Gentry Venture Management LLC, which is the managing member of Gentry-Glori Energy Investment II LLC and Gentry-Glori Energy Investment III LLC.

(5) 1,094,491 and 532,652 shares of series C-1 preferred stock were sold to Texas ACP Venture Partners I, LLC. and Texas ACP I, LP, respectively. Damon Rawie, one of Glori’s directors, is Vice President of ADVTG GP I, L.L.C, the general partner of Texas ACP I, L.P. and also of Texas ACP Venture Partners I, LLC.

(6) Closing assumed to occur on April 15, 2014. Common Stock to be received includes all preferred stock received as dividends, on an as-converted basis.

(7) Calculated value assumes (A) Closing will occur on April 15, 2014, and (B) a price for the Common Stock at closing of $8.00 per share.

Issuance of Series C-2 Preferred Stock

On March 13, 2014, Glori sold an aggregate of 1,842,028 shares of series C-2 preferred stock at a price of $2.741 per share for gross proceeds of approximately $5.0 million. The table below sets forth the number of shares of series C-2 preferred stock sold to Glori’s directors, executive officers and 5% stockholders and their affiliates, and the number of shares of and value of Common Stock anticipated to be received by such persons following the Closing in exchange for their shares, dividends and warrants relating to the series C-2 preferred stock. As a result of the amendment of Glori’s certificate of incorporation in connection with the issuance of Glori’s series C-2 preferred stock, Glori’s series C-2 preferred stock is entitled to a conversion ratio of approximately 2 to 1.

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Investor	Number of shares of Series C-2 preferred stock		Aggregate purchase price		Anticipated number of shares of Common Stock to be received at Closing (6)		Anticipated value of  Common Stock  to be received at Closing (7)
GTI Ventures LLC (1)		45,604	$	125,001		28,073	$	224,582.96
KPCB Holdings, Inc.		18,242		50,001		11,229	$	89,833
Oxford Bioscience Partners V L.P. (2)		364,830	$	999,999		224,584	$	1,796,675
Malaysian Life Sciences Capital Fund Ltd. (3)		182,415	$	500,000		112,292	$	898,336
Energy Technology Ventures, LLC		182,415	$	500,000		112,292	$	898,336
Gentry Technology Fund I, LLC (4)		410,069	$	1,123,999		252,433	$	2,019,461
Advantage Capital (5)		638,453	$	1,750,000		393,023	$	3,144,184

(1) Michael Schulhof, one of Glori’s directors, is a managing director of GTI Capital Group, and Jonathan Schulhof, one of Glori’s directors, is a managing partner of GTI Capital Group. GTI Capital Group is managed by GTI Holdings LLC and three other partners. GTI Holdings LLC is owned by Michael Schulhof and Jonathan Schulhof and GTI Holdings LLC is the managing member of GTI Ventures LLC.

(2) 356,790 and 8,040 shares of series C preferred stock were sold to Oxford Bioscience Partners V L.P. and mRNA Fund V L.P., respectively. Matthew Gibbs is one of Glori’s directors and is the general partner of OBP Management V L.P., which is the general partner of Oxford Bioscience Partners V L.P. and mRNA Fund V L.P.

(3) Ganesh Kishore is one of Glori’s directors and is the chief executive officer of Malaysian Life Sciences Capital Fund Ltd.

(4) Larry Aschebrook, one of Glori’s directors, is the managing member of Gentry Venture Management LLC, which is the managing member of Gentry Technology Fund I, LLC.

(5) 182,415 and 456,038 shares of series C-2 preferred stock were sold to Texas ACP Venture Partners I, LLC. and Texas ACP II, LP, respectively. Damon Rawie, one of Glori’s directors, is Vice President of ADVTG GP I, L.L.C, the general partner of Texas ACP I, L.P. and also of Texas ACP Venture Partners I, LLC.

(6) Closing assumed to occur on April 15, 2014. Common Stock to be received includes all preferred stock received as dividends, on an as-converted basis.

(7) Calculated value assumes (A) Closing will occur on April 15, 2014, and (B) a price for the Common Stock at closing of $8.00 per share.

12. Reference 12

Legal Proceedings

There is no litigation currently pending or, to Infinity Corp.’s knowledge, contemplated against Infinity Corp., its Sponsors or any of its officers or directors in their capacities as such.

Legal Proceedings

From time to time, Glori has been subject to various claims and legal actions in the ordinary course of its business. Glori is not otherwise involved in any legal proceeding the ultimate outcome of which, in Glori’s judgment based on information currently available, would have a material adverse impact on its business, financial condition or results of operations.

13. Reference 13

PRICE RANGE OF SECURITIES AND DIVIDENDS

Infinity Corp.’s Ordinary Shares, Infinity Corp. Warrants and Units are each quoted on Nasdaq, under the symbols “INXB,” “INXBW” and “INXBU,” respectively. Each Unit consists of one Ordinary Share and one Infinity Corp. Warrant to purchase an additional Ordinary Share. Units commenced trading on July 20, 2012. Ordinary Shares and Infinity Corp. Warrants commenced trading on September 20, 2012.

The Units that are not voluntarily separated into Ordinary Shares and Infinity Corp. Warrants will continue to trade as Units consisting of one Ordinary Share and one Infinity Corp. Warrant until Infinity Corp. consummates the Business Combination, at which time each Unit will automatically convert into one share of Common Stock and one Infinity Acquisition Warrant. Upon the consummation of the Business Combination, the Units, Ordinary Shares and Infinity Corp. Warrants will become eligible for termination of reporting under Section 12(g)(4) of the Exchange Act.

The table below sets forth the high and low sales prices of Infinity Corp.’s Ordinary Shares, Infinity Corp. Warrants and Units as reported on Nasdaq for the period from September 20, 2012 (the date on which the Ordinary Shares and Infinity Corp. Warrants were first quoted on Nasdaq) through December 31, 2013 and for the period from July 20, 2012 (the date on which the Units were first quoted on Nasdaq) through December 31, 2013.  

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	Ordinary Shares				Infinity Corp. Warrants				Units
Time Period	High		Low		High		Low		High		Low
Quarter Ended
March 31, 2014 (through April 7, 2014)	$	8.05	$	7.89	$	0.80	$	0.60	$	8.83	$	0.50
December 31, 2013	$	7.99	$	7.81	$	0.65	$	0.60	$	9.00	$	7.83
September 30, 2013	$	7.98	$	7.82	$	0.70	$	0.56	$	8.41	$	8.11
June 30, 2013	$	7.86	$	7.70	$	0.59	$	0.56	$	8.39	$	8.3304
March 31, 2013	$	7.81	$	7.41	$	0.59	$	0.56	$	8.55	$	8.22
December 31, 2012	$	8.03	$	7.60	$	0.591	$	0.55	$	8.42	$	8.11
September 30, 2012*	$	7.95	$	7.55	$	0.57	$	0.55	$	8.25	$	8.01

* Period from September 20, 2012 for Ordinary Shares and Infinity Corp. Warrants and from July 20, 2012 for Units.

As of April 7, 2014, the closing prices of the Ordinary Shares, Infinity Corp. Warrants, and Units were $8.00, $0.72 and $8.74, respectively.

Infinity Acquisition’s securities and Glori’s securities are not publicly traded.

Infinity Acquisition has submitted an application to Nasdaq to list the Common Stock and Infinity Acquisition Warrants following the Business Combination; however, there can be no assurance concerning Infinity Acquisition’s ability to meet Nasdaq’s qualification standards.

14. Reference 14

Transfers of Founder Shares and Sponsors Warrants

The Founder Shares, Insider Warrants, repurchased public warrants and any ordinary shares and warrants purchased in the offering or issued upon exercise of the Insider Warrants or repurchased public warrants are each subject to transfer restrictions pursuant to lockup provisions in the letter agreements entered into between Infinity Corp., each of our Sponsors, initial shareholders and the representative of our underwriters. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the Founder Shares, until the earlier of (1) one year after the completion of Infinity Corp.’s initial business combination and (2) the date on which Infinity Corp. consummates a liquidation, merger, share exchange or other similar transaction after its initial business combination that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (ii) in the case of the Insider Warrants, repurchased warrants and the ordinary shares underlying such warrants, until after the completion of Infinity Corp.’s initial business combination, except in the case of both (i) and (ii) (a) to its officers or directors, any affiliates or family members of any of its officers or directors, any of the Sponsors, or any affiliates of its Sponsors, including any members of management of any of the Sponsors, (b) by gift to a member of one of the members of the Sponsor’s immediate family or to a trust, the beneficiary of which is a member of one of the members of our Sponsor’s immediate family, an affiliate of our Sponsors or to a charitable organization; (c) by virtue of laws of descent and distribution upon death of one of the members of our Sponsors; (d) pursuant to a qualified domestic relations order; (e) by virtue of the laws of the jurisdiction of organization of our Sponsors upon dissolution of one of our Sponsors; (f) in the event of Infinity Corp.’s liquidation prior to its completion of an initial business combination; or (g) in the event of the consummation of a liquidation, merger, share exchange or other similar transaction which results in all of Infinity Corp.’s shareholders having the right to exchange their ordinary shares for cash, securities or other property subsequent to our consummation of our initial business combination; provided, however, in the case of each of clauses (a) through (e), that these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. Notwithstanding the foregoing, in the event the sales price of Infinity Corp.’s shares reaches or exceeds $9.60 for any 20 trading days within any 30-trading day period during such one year period, 50% of the Founder Shares shall be released from the lock-up and, if Infinity Corp.’s share price reaches or exceeds $12.00 for any 20 trading days within any 30-trading day period during such one year period, the remaining 50% of the Founder Shares shall be released from the lock-up.

Registration Rights

The holders of the Founder Shares, Insider Warrants and warrants that may be issued upon conversion of working capital loans have registration rights to require Infinity Corp. to register a sale of any of its securities held by them pursuant to a registration rights agreement signed on July 19, 2012. These holders will be entitled to make up to three demands (or one demand in the case of the EBC warrants), excluding short form registration demands, that Infinity Corp. register such securities for sale under the Securities Act. In addition, these shareholders will have “piggy-back” registration rights to include their securities in other registration statements filed by Infinity Corp.

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Disclosures incorporated in Item 3.3 (not previously disclosed)

1. Reference 1

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

General

The following sets forth the material U.S. federal income tax consequences of (i) the Redomestication to the U.S. Holders (as defined below) of Units, Ordinary Shares and Infinity Corp. Warrants, which are sometimes referred to collectively, or individually, as Infinity Corp. securities and (ii) the ownership and disposition of Infinity Acquisition Warrants and Common Stock, which are sometimes referred to collectively, or individually, as Infinity Acquisition securities, following the Business Combination. The information set forth in this section is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change.

Because the components of a Unit are separable at the option of the holder, the holder of a Unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Ordinary Share and Infinity Corp. Warrant components of the Unit. As a result, the discussion below of the U.S. federal income tax consequences with respect to actual holders of Ordinary Shares and Infinity Corp. Warrants should also apply to the holders of Units (as the deemed owners of the Ordinary Shares and warrants underlying the Units). See “Characterization of a Unit and its Components” below.

The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of Infinity Corp. securities, Glori securities or Infinity Acquisition securities that is for U.S. federal income tax purposes:

· an individual citizen or resident of the United States;

· a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

· an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or

· a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a beneficial owner of Infinity Corp. securities or Infinity Acquisition securities is not described as a U.S. Holder and is not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, such owner will be considered a “Non-U.S. Holder.”  The material U.S. federal income tax consequences applicable specifically to Non-U.S. Holders of the ownership and disposition of Infinity Acquisition securities following the Business Combination are described below under the heading “Non-U.S. Holders.”

This information set forth in this section is based on the Internal Revenue Code of 1986, as amended, or the Code, its legislative history, Treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances. In particular, this discussion considers only holders that own and hold Infinity Corp. securities and/or Glori securities and that will own and hold Infinity Acquisition securities as a result of owning the corresponding Infinity Corp. securities and/or Glori securities, as capital assets within the meaning of Section 1221 of the Code. This discussion does not address the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

· financial institutions or financial services entities;

· broker-dealers;

· persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

· tax-exempt entities;

· governments or agencies or instrumentalities thereof;

· insurance companies;

· regulated investment companies;

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· real estate investment trusts;

· certain expatriates or former long-term residents of the United States;

· persons that acquired Infinity Corp. securities, Glori securities or Infinity Acquisition securities pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

· persons that hold Infinity Corp. securities, Glori securities or Infinity Acquisition securities as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

· persons whose functional currency is not the U.S. dollar;

· controlled foreign corporations; or

· passive foreign investment companies.

This discussion does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of Infinity Corp. securities, Glori securities or Infinity Acquisition securities. Additionally, this discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold Infinity Corp. securities, or Glori securities, or will hold Infinity Acquisition securities, through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of Infinity Corp. securities or Glori securities (or Infinity Acquisition securities), the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. This discussion also assumes that any distribution made (or deemed made) on Infinity Corp. securities or Glori securities (or Infinity Acquisition securities) and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of Infinity Corp. securities or Glori securities (or Infinity Acquisition securities) will be in U.S. dollars.

Ellenoff Grossman & Schole LLP has rendered a tax opinion to Infinity Corp. that, subject to the following sentence, the Redomestication should qualify as a reorganization within the meaning of Section 368(a) for U.S. federal income tax purposes. However, due to the absence of guidance directly on how the provisions of Section 368(a) apply in the case of a merger of a corporation with no active business and only investment-type assets, this opinion is subject to some uncertainty. This opinion is based on factual representations and covenants made by Infinity Corp. and Infinity Acquisition (including those contained in tax representation letters provided by Infinity Corp. and Infinity Acquisition), and on customary assumptions. If any assumption or representation is inaccurate in any way, or any covenant is not complied with, the tax consequences described in this prospectus could differ from those described in the tax opinion. The tax opinion represents the legal judgment of outside counsel to Infinity Corp. and is not binding on the U.S. Internal Revenue Service, or the IRS, or a court. None of Infinity Corp., Glori or Infinity Acquisition has sought, or will seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

BECAUSE OF THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR HOLDER OF INFINITY CORP. SECURITIES, GLORI SECURITIES OR INFINITY ACQUISITION SECURITIES IN CONNECTION WITH OR FOLLOWING THE BUSINESS COMBINATION MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN, EACH HOLDER OF INFINITY CORP. SECURITIES, GLORI SECURITIES OR INFINITY ACQUISITION SECURITIES IS URGED TO CONSULT WITH ITS OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE BUSINESS COMBINATION, AND THE OWNERSHIP AND DISPOSITION OF INFINITY CORP. SECURITIES, GLORI SECURITIES OR INFINITY ACQUISITION SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS AND ANY APPLICABLE TAX TREATIES.

Characterization of a Unit and its Components

There is no authority that addresses the U.S. federal income tax treatment of Units. Therefore, it is uncertain how the amount of the purchase price paid by a holder for a Unit would be allocated between the Ordinary Share and the Infinity Corp. Warrant to acquire one Ordinary Share that makes up the Unit. However, in the case of investment units consisting of one debt instrument and one warrant or other equity security, the tax law requires the holder of such investment unit to allocate its purchase price based on the relevant fair market value of each component of such investment unit. By analogy to the tax law applicable to debt instrument investment units, each Unit should be treated for U.S. federal income tax purposes as consisting of one Ordinary Share and one Infinity Corp. Warrant to acquire one Ordinary Share. Based on this analogy, for U.S. federal income tax purposes, each holder of a Unit must allocate the purchase price of a Unit between the Ordinary Share and the Infinity Corp. Warrant that comprise the Unit based on the relative fair market value of each at the time of purchase. The price allocated to each Ordinary Share and Infinity Corp. Warrant is the holder’s tax basis in such share or warrant, as the case may be.

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The foregoing treatment of Ordinary Shares and Infinity Corp. Warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the Units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each holder is advised to consult his, her or its own tax adviser regarding the alternative characterizations of a Unit and regarding an allocation of the purchase price between the Ordinary Share and the Infinity Corp. Warrant that comprise a Unit. The balance of this discussion assumes that the characterization of the Units described above is respected for U.S. federal income tax purposes.

U.S. Holders

Tax Consequences of the Redomestication

The Redomestication should qualify as a reorganization within the meaning of Section 368(a) for U.S. federal income tax purposes. However, due to the absence of guidance directly on how the provisions of Section 368(a) apply in the case of a merger of a corporation with no active business and only investment-type assets, this result is not entirely free from doubt. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

If the Redomestication qualifies as a reorganization within the meaning of Section 368(a), except as otherwise provided below in the sections entitled “PFIC Considerations” and “Effect of Section 367,” a U.S. Holder of Infinity Corp. securities would not recognize gain or loss upon the exchange of its Infinity Corp. securities solely for Infinity Acquisition securities pursuant to the Redomestication. A U.S. Holder’s aggregate tax basis in the Common Stock and Infinity Acquisition Warrants received in connection with the Redomestication should be the same as the aggregate tax basis of the Ordinary Shares and Infinity Corp. Warrants surrendered in exchange therefor in the transaction, increased by any amount included in the income of such U.S. Holder under the PFIC rules or Section 367(b) of the Code. See the discussion under “PFIC Considerations” and “Effect of Section 367,” below. In addition, the holding period of the Infinity Acquisition securities received in the Redomestication generally should include the holding period of the Infinity Corp. securities surrendered in the Redomestication. Except as otherwise discussed below under “PFIC Considerations” below, any recognized gain or loss will generally be long-term capital gain or loss if the U.S. Holder’s holding period with respect to the Infinity Corp. Warrants exchanged for cash is more than one year at the effective time of the Redomestication.

If the Redomestication should fail to qualify as a reorganization under Section 368(a), a U.S. Holder of Infinity Corp. securities generally would recognize gain or loss with respect to its Infinity Corp. securities in an amount equal to the difference, if any, between the fair market value of the corresponding Infinity Acquisition securities received in the Redomestication and the U.S. Holder’s adjusted tax basis in its Infinity Corp. securities surrendered in exchange therefor. In such event, the U.S. Holder’s basis in the Infinity Acquisition securities would be equal to their fair market value on the date of the Redomestication, and such U.S. Holder’s holding period for the Infinity Acquisition securities would begin on the day following the date of the Redomestication.

PFIC Considerations

Even if the Redomestication qualifies as a reorganization within the meaning of Section 368(a) of the Code, the Redomestication may be a taxable event to U.S. Holders of Infinity Corp. securities under the PFIC provisions of the Code, to the extent that Section 1291(f) of the Code applies.

Definition and General Taxation of a PFIC

A foreign (i.e., non-U.S.) corporation will be a PFIC if either (a) at least seventy-five percent (75%) of its gross income in a taxable year of the foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own at least twenty-five percent (25%) of the shares by value, is passive income or (b) at least fifty percent (50%) of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least twenty-five percent (25%) of the shares by value, are held for the production of, or produce, passive income.  Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years.

If Infinity Corp. is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of Ordinary Shares or Infinity Corp. Warrants and the U.S. Holder did not make either (a) a timely QEF election for Infinity Corp.’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, (b) a QEF election along with a “purging election,” or (c) an MTM election, all of which are discussed further below, such holder generally will be subject to special rules with respect to:

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· any gain recognized by the U.S. Holder on the sale or other disposition of its Ordinary Shares or Infinity Corp. Warrants; and

· any “excess distribution” made to the U.S. Holder (generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the Ordinary Shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for the Ordinary Shares).

Under these rules,

· the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares or Infinity Corp. Warrants;

· the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Infinity Corp.’s first taxable year in which it qualified as a PFIC, will be taxed as ordinary income;

· the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

· the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

In general, if Infinity Corp. is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above with respect to its Ordinary Shares by making a timely QEF election (or a QEF election along with a purging election), or an MTM election, all as described below. Pursuant to the QEF election, a U.S. Holder will be required to include in income its pro rata share of Infinity Corp.’s net capital gain (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, whether or not distributed, in the taxable year of the U.S. Holder in which or with which Infinity Corp.’s taxable year ends. Infinity Corp., however, does not believe that it had any earnings and profits in any prior taxable year or will have any earnings and profits for its current taxable year. Pursuant to the MTM election, a U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Ordinary Shares at the end of its taxable year over the adjusted basis in such Ordinary Shares and may, under certain circumstances, be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Ordinary Shares over the fair market value of its Ordinary Shares at the end of its taxable year.

Status of Infinity Corp. as a PFIC

Because Infinity Corp. is a blank check company, with no current active business, it likely met the PFIC asset or income test for its initial taxable year ending March 31, 2012. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is not in fact a PFIC for either of those years. It is unclear how the start-up exception applies to corporations such as Infinity Corp. that have not earned any gross income since inception. Nevertheless, assuming Infinity Corp.’s initial taxable year ending March 31, 2012 is treated as its start-up year for purposes of this exception and Infinity Corp. is treated as a PFIC for either of its taxable years ending March 31, 2013 or March 31, 2014, Infinity Corp. will be treated as a PFIC since its formation. Infinity Corp.’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to its status as a PFIC for any taxable year. The determination of whether Infinity Corp. is or has been a PFIC is primarily factual, and there is little administrative or judicial authority on which to rely to make a determination of PFIC status. Accordingly, the IRS or a court considering the matter may not agree with Infinity Corp.’s analysis of whether or not it is or was a PFIC during any particular year.

Impact of PFIC Rules on Certain U.S. Holders

The impact of the PFIC rules on a U.S. Holder of Infinity Corp. securities will depend on whether the U.S. Holder has made a timely and effective election to treat Infinity Corp. as a QEF, under Section 1295 of the Code for Infinity Corp.’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, or if the U.S. Holder made a QEF election along with a “purging election,” or if the U.S. Holder made an MTM election, all as discussed below. A U.S. Holder of a PFIC that made either a timely and effective MTM election, a timely and effective QEF election for Infinity Corp.’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, or a QEF election along with a purging election, all as discussed below, is hereinafter referred to as an “Electing Shareholder.” A U.S. Holder of a PFIC that did not make either a timely and effective MTM election, a timely and effective QEF election for Infinity Corp.’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, or a QEF election along with a “purging election,” is hereinafter referred to as a “Non-Electing Shareholder.”

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A U.S. Holder’s ability to make a QEF election with respect to Infinity Corp. is contingent upon, among other things, the provision by Infinity Corp. of certain information that would enable the U.S. Holder to make and maintain a QEF election. Infinity Corp. has previously indicated that it would endeavor to provide such information, including a PFIC annual information statement, upon request of a U.S. Holder.

As indicated above, if a U.S. Holder of Ordinary Shares has not made a timely and effective QEF election with respect to Infinity Corp.’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its Ordinary Shares for their fair market value on the “qualification date.” The qualification date is the first day of Infinity Corp.’s tax year in which Infinity Corp. qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held Ordinary Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its Ordinary Shares by the amount of the gain recognized and will also have a new holding period in the Ordinary Shares for purposes of the PFIC rules.

Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable shares, the U.S. Holder may make a mark-to-market (or MTM) election with respect to such shares for such taxable year. If the U.S. Holder makes a valid MTM election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) Ordinary Shares in us and for which Infinity Corp. is determined to be a PFIC, such holder will not be subject to the PFIC rules described above in respect to its Ordinary Shares. Instead, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its Ordinary Shares at the end of its taxable year over the adjusted basis in its Ordinary Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its Ordinary Shares over the fair market value of its Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the Ordinary Shares will be treated as ordinary income. The MTM election is available only for shares that are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including Nasdaq, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. U.S. Holders should consult their own tax advisers regarding the availability and tax consequences of an MTM election in respect to Ordinary Shares under their particular circumstances.  

A U.S. Holder may not make a QEF or MTM election with respect to its Infinity Corp. Warrants. As a result, if a U.S. Holder of Infinity Corp. Warrants sells or otherwise disposes of such warrants (including for the purpose of exchanging the Infinity Corp. Warrants for Infinity Acquisition Warrants in the Redomestication), any gain recognized will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if Infinity Corp. were a PFIC at any time during the period the U.S. Holder held the Infinity Corp. Warrants.

Effect of PFIC Rules on the Redomestication

Even if the Redomestication qualifies as a reorganization for U.S. federal income tax purposes under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in regulations, a U.S. person that disposes of stock of a PFIC (including warrants to acquire stock of a PFIC) must recognize gain notwithstanding any other provision of the Code. No final Treasury regulations are in effect under Section 1291(f). Proposed Treasury regulations under Section 1291(f) were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, those regulations would require taxable gain recognition by a Non-Electing Shareholder with respect to its exchange of Infinity Corp. securities for Infinity Acquisition securities in the Redomestication if Infinity Corp. were classified as a PFIC at any time during such U.S. Holder’s holding period in the Infinity Corp. securities. Any such gain would be treated as an “excess distribution” made in the year of the Redomestication and subject to the special tax and interest charge rules discussed above under “Definition and General Taxation of a PFIC.” In addition, the regulations would provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury regulations under Section 1291(f) applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) requires the shareholder to recognize gain or include an amount in income as a distribution under Section 301 of the Code, the gain realized on the transfer is taxable as an excess distribution under Section 1291 of the Code, and the excess, if any, of the amount to be included in income under Section 367(b) over the gain realized under Section 1291 is taxable as provided under Section 367(b). See the discussion below under the section entitled “Effect of Section 367.” The proposed Treasury regulations under Section 1291(f) should not apply to an Electing Shareholder with respect to its Ordinary Shares for which a timely MTM election or QEF election (or a QEF election along with a purging election) is made. An Electing Shareholder may, however, be subject to the rules discussed below under the section entitled “Effect of Section 367.” In addition, as discussed above, since neither a QEF election nor an MTM election can be made with respect to Infinity Corp. Warrants, the proposed Treasury regulations under Section 1291(f) should apply to cause gain recognition under the PFIC rules on the exchange of Infinity Corp. Warrants for Infinity Acquisition Warrants pursuant to the Redomestication.

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The rules dealing with PFICs and with the MTM election, the QEF election and the purging election are very complex and are affected by various factors in addition to those described above. Accordingly, a U.S. Holder of Infinity Corp. securities should consult its own tax advisor concerning the application of the PFIC rules to such securities under such holder’s particular circumstances.

Effect of Section 367

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as a Section 368(a) reorganization. When it applies, Section 367 imposes income tax on certain U.S. persons in connection with transactions that would otherwise be tax-free. Section 367(b) generally will apply to U.S. Holders that exchange Ordinary Shares (but not Infinity Corp. Warrants) for Common Stock as part of the Redomestication.

U.S. Shareholders of Infinity Corp.

A U.S. Holder that on the day of the Redomestication beneficially owns (directly, indirectly or constructively) ten percent (10%) or more of the total combined voting power of all classes of Infinity Corp. securities entitled to vote (a U.S. Shareholder) must include in income as a dividend the “all earnings and profits amount” attributable to the Ordinary Shares it directly owns, within the meaning of Treasury Regulation Section 1.367(b)-2(d), in lieu of recognizing the gain on the exchange. Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of Infinity Corp. securities entitled to vote for U.S. federal income tax purposes.

A U.S. Shareholder’s all earnings and profits amount with respect to its Ordinary Shares is the net positive earnings and profits of the corporation (as determined under Treasury Regulation Section 1.367(b)-2(d)(2)) attributable to the Ordinary Shares (as determined under Treasury Regulation Section 1.367(b)-2(d)(3)) but without regard to any gain that would be realized on a sale or exchange of such Ordinary Shares.

Accordingly, under Treasury Regulation Section 1.367(b)-3(b)(3), a U.S. Shareholder will be required to include in income as a deemed dividend the all earnings and profits amount (as defined in Treasury Regulation Section 1.367(b)-2(d)) with respect to its Ordinary Shares. Infinity Corp., however, does not expect that its cumulative earnings and profits will be greater than zero through the date of the Redomestication. If Infinity Corp.’s cumulative earnings and profits through the date of Redomestication are not greater than zero, then a U.S. Shareholder generally would not (depending on what period the Ordinary Shares were held) be required to include in gross income an all earnings and profits amount with respect to its Ordinary Shares.

It is possible, however, that the amount of Infinity Corp.’s earnings and profits could be greater than expected through the date of the Redomestication or could be adjusted as a result of an IRS examination. The determination of Infinity Corp.’s earnings and profits is a complex determination and may be impacted by numerous factors. Therefore, it is possible that one or more factors may cause Infinity Corp. to have positive earnings and profits through the date of the Redomestication. As a result, depending upon the period in which such a U.S. Shareholder held its Ordinary Shares, such U.S. Shareholder could be required to include all its earnings and profits amount in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3(b)(3) as a result of the Redomestication. See above under “PFIC Considerations — Effect of PFIC Rules on the Redomestication” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non-Electing Shareholder under the proposed Treasury regulations under Section 1291(f) of the Code.

U.S. Holders That Own Less Than 10 Percent of Infinity Corp.

A U.S. Holder that on the day of the Redomestication beneficially owns (directly, indirectly or constructively) Ordinary Shares with a fair market value of $50,000 or more but less than ten percent (10%) of the total combined voting power of all classes of Infinity Corp. securities entitled to vote must either recognize gain with respect to the Redomestication or, in the alternative, elect to recognize the “all earnings and profits” amount as described below.

Unless a U.S. Holder makes the “all earnings and profits election” as described below, such holder generally must recognize gain (but not loss) with respect to Infinity Acquisition securities received in exchange for its Ordinary Shares pursuant to the Redomestication. Any such gain would be equal to the excess of the fair market value of such Infinity Acquisition securities received over the U.S. Holder’s adjusted tax basis in the Ordinary Shares deemed to be surrendered in exchange therefor. Subject to the PFIC rules discussed above, such gain would be capital gain, and should be long-term capital gain if the U.S. Holder held the Ordinary Shares for longer than one year.

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In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income the all earnings and profits amount attributable to its Ordinary Shares under Section 367(b) as a dividend. There are, however, strict conditions for making this election. This election must comply with applicable Treasury regulations and generally must include, among other things: (i) a statement that the Redomestication is a Section 367(b) exchange; (ii) a complete description of the Redomestication, (iii) a description of any stock, securities or other consideration transferred or received in the Redomestication, (iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes, (v) a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Infinity Corp. establishing and substantiating the U.S. Holder’s all earnings and profits amount with respect to the U.S. Holder’s Infinity Corp. Ordinary Shares, and (B) a representation that the U.S. Holder has notified Infinity Corp. (or Infinity Acquisition) that the U.S. Holder is making the election, and (vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury regulations thereunder. In addition, the election must be attached by the U.S. Holder to its timely filed U.S. federal income tax return for the year of the Redomestication, and the U.S. Holder must send notice to Infinity Corp. (or Infinity Acquisition) of the election no later than the date such tax return is filed. In connection with this election, Infinity Corp. intends to provide each U.S. Holder eligible to make such an election with information regarding Infinity Corp.’s earnings and profits upon request.

Infinity Corp. does not expect that its cumulative earnings and profits will be greater than zero through the date of the Redomestication and if that proves to be the case, U.S. Holders who make this election generally would not (depending on what period the Ordinary Shares were held) have an income inclusion under Section 367(b) provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. Thus, it is expected that the making of any election to include the all earnings and profits amount in income as a dividend generally would be advantageous to a U.S. Holder that would otherwise recognize gain under Section 367(b) with respect to its Ordinary Shares in the Redomestication. However, as noted above, if it were determined that Infinity Corp. had positive earnings and profits through the date of the Redomestication, a U.S. Holder that makes the election described herein could have an all earnings and profits amount with respect to its Ordinary Shares, and thus could be required to include that amount in income as a deemed dividend as a result of the Redomestication. See above under “PFIC Considerations — Effect of PFIC Rules on the Redomestication” for a discussion of whether the amount of inclusion under Section 367(b) of the Code should be reduced by amounts required to be taken into account by a Non-Electing Shareholder under the proposed Treasury regulations under Section 1291(f) of the Code.

U.S. Holders are strongly urged to consult with their own tax advisors regarding whether to make this election and if the election is determined to be advisable, the appropriate filing requirements with respect to this election.

U.S. Holders That Own Infinity Corp. Ordinary Shares with a Fair Market Value Less Than $50,000

A U.S. Holder that, on the date of the Redomestication, owns (or is considered to own) Ordinary Shares with a fair market value less than $50,000 would not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Redomestication, and would not be required to include any part of the all earnings and profits amount in income under Section 367(b) (the de minimis exception).

Shareholder Basis in and Holding Period for Infinity Acquisition Securities

For a discussion of a U.S. Holder’s tax basis and holding period in Infinity Acquisition securities received in the Redomestication, see above under “Tax Consequences of the Redomestication.”

Taxation of Cash Distributions Paid on Common Stock

A U.S. Holder of Common Stock generally will be required to include in gross income as ordinary income the amount of any cash dividend paid on the Common Stock. A cash distribution on such stock generally will be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of Infinity Acquisition’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). The portion of such distribution, if any, in excess of such earnings and profits generally will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its Common Stock. Any remaining excess generally will be treated as gain from the sale or other disposition of the Common Stock and will be treated as described under “Taxation on the Disposition of Infinity Acquisition Securities” below.

Any cash dividends Infinity Acquisition pays to a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends-received deduction if the applicable holding period and other requirements are satisfied. If, however, any such dividends are “extraordinary dividends” subject to Section 1059 of the Code, a corporate U.S. Holder may be required to reduce the adjusted tax basis in its Common Stock by the nontaxed portion of such dividends (and if the nontaxed portion of such dividends exceeds such basis, such excess may be treated as gain from the sale or exchange of such Common Stock for taxable year in which the extraordinary dividend is received).

Taxation on the Disposition of Infinity Acquisition Securities

Upon a sale or other taxable disposition of Common Stock or Infinity Acquisition Warrants by a U.S. Holder, such U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such Common Stock or warrants that were sold or disposed of. See “Exercise or Lapse of an Infinity Acquisition Warrant,” below for a discussion regarding a U.S. Holder’s basis in the Infinity Acquisition Common Stock acquired pursuant to the exercise of an Infinity Acquisition Warrant.

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The regular U.S. federal income tax rate on capital gains recognized by U.S. Holders generally is the same as the regular U.S. federal income tax rate on ordinary income, except that long-term capital gains recognized by non-corporate U.S. Holders may be subject to a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period for the securities exceeds one year. The deductibility of capital losses is subject to various limitations.

Medicare Contribution Taxes

U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% Medicare contribution tax on unearned income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, Infinity Corp. securities, Glori securities or Infinity Acquisition securities, subject to certain limitations and exceptions. U.S. Holders should consult their own tax advisors regarding the effect, if any, of such tax on their ownership and disposition of Infinity Corp. securities, Glori securities or Infinity Acquisition securities.  

Possible Constructive Distributions with Respect to Infinity Acquisition Warrants

The terms of each Infinity Acquisition Warrant provide for an adjustment to the number of shares of Common Stock for which the Infinity Acquisition Warrant may be exercised or to the exercise price of the Infinity Acquisition Warrant in certain events, as discussed in the section of this prospectus captioned “Description of the Combined Company’s Securities Following the Business Combination.” An adjustment that has the effect of preventing dilution generally is not taxable. However, the U.S. Holders of the Infinity Corp. Warrants would be treated as receiving a constructive distribution from Infinity Acquisition if, for example, the adjustment increases the warrant holders’ proportionate interest in Infinity Acquisition’s assets or earnings and profits (e.g., through an increase in the number of shares of Common Stock that would be obtained upon exercise) as a result of a distribution of cash to the holders of Common Stock, which is taxable to the U.S. Holders of such stock as described under “Taxation of Cash Distributions Paid on Common Stock,” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holders of the Infinity Corp. Warrants received a cash distribution from Infinity Acquisition equal to the fair market value of such increased interest.

Exercise or Lapse of an Infinity Acquisition Warrant

A U.S. Holder generally will not recognize gain or loss by reason of its exercise of an Infinity Acquisition Warrant for cash. Common Stock acquired pursuant to the exercise of an Infinity Acquisition Warrant for cash generally   will have a tax basis equal to the U.S. Holder’s tax basis in the Infinity Acquisition Warrant, increased by the amount paid to exercise the Infinity Acquisition Warrant. The U.S. Holder’s holding period of such Common Stock generally will begin on the date of exercise of the Infinity Acquisition Warrant and will not include the period(s) during which the U.S. Holder held the Infinity Acquisition Warrant. If an Infinity Acquisition Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s adjusted tax basis in the Infinity Acquisition Warrant.

The tax consequences of a cashless exercise of Infinity Acquisition Warrants are not clear under current tax law. A cashless exercise may be tax-free, either because it is not a realization event (i.e., not a transaction in which gain or loss is realized) or because the transaction is treated as a recapitalization for U.S. federal income tax purposes. In either tax-free situation, a U.S. Holder’s tax basis in the Common Stock received would equal the U.S. Holder’s adjusted tax basis in the Infinity Acquisition Warrants. If the cashless exercise were treated as not being a realization event, the U.S. Holder’s holding period in the Common Stock could be treated as commencing on the date following the date of exercise of the Infinity Acquisition Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Common Stock received would include the holding period of the Infinity Acquisition Warrants.

It is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss is recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of Infinity Acquisition Warrants with a fair market value equal to the exercise price for the number of Infinity Acquisition Warrants deemed exercised. For this purpose, the number of Infinity Acquisition Warrants deemed exercised would be equal to the number of shares of Common Stock issued pursuant to the cashless exercise of the Infinity Acquisition Warrants. In this situation, the U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Infinity Acquisition Warrants deemed surrendered to pay the exercise price and the U.S. Holder’s tax basis in such Infinity Acquisition Warrants deemed surrendered. Such gain or loss would be long-term or short-term depending on the U.S. Holder’s holding period in the Infinity Acquisition Warrants. In this case, a U.S. Holder’s tax basis in the Common Stock received would equal the sum of the fair market value of the Infinity Acquisition Warrants deemed surrendered to pay the exercise price and the U.S. Holder’s tax basis in the Infinity Acquisition Warrants deemed exercised, and a U.S. Holder’s holding period for the Common Stock should commence on the date following the date of exercise of the Infinity Acquisition Warrants. There also may be alternative characterizations of any such taxable exchange that would result in similar tax consequences, except that a U.S. Holder’s gain or loss would be short-term.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of Infinity Acquisition Warrants it is unclear which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Infinity Acquisition Warrants.

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Non-U.S. Holders

Taxation of Distributions on Infinity Acquisition Securities

Any cash distribution (including a constructive distribution) Infinity Acquisition makes to a Non-U.S. Holder of Infinity Acquisition securities, to the extent paid out of Infinity Acquisition’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute a dividend for U.S. federal income tax purposes. Any such dividend paid to a Non-U.S. Holder with respect to Infinity Acquisition securities that is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, as described below, generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividend, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN). In satisfying the foregoing withholding obligation with respect to a distribution, Infinity Acquisition may withhold up to 30% of either (i) the gross amount of the entire distribution, even if the amount of the distribution is greater than the amount constituting a dividend, as described above, or (ii) the amount of the distribution Infinity Acquisition projects will be a dividend, based upon a reasonable estimate of both its current and accumulated earnings and profits for the taxable year in which the distribution is made. If U.S. federal income tax is withheld on the amount of a distribution in excess of the amount constituting a dividend, the Non-U.S. Holder may obtain a refund of all or a portion of the excess amount withheld by timely filing a claim for refund with the IRS. Any such distribution not constituting a dividend generally will be treated, for U.S. federal income tax purposes, first as reducing the Non-U.S. Holder’s adjusted tax basis in such securities (but not below zero) and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain from the sale or other taxable disposition of such securities, which will be treated as described under “Taxation on the Disposition of Infinity Acquisition Securities” below.

Cash dividends (including constructive dividends) Infinity Acquisition pays to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (and, if certain income tax treaties apply, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder) generally will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends generally will be subject to U.S. federal income tax (but not the Medicare contribution tax), net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder. If the Non-U.S. Holder is a corporation, such dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).

Taxation on the Disposition of Infinity Acquisition Securities

A Non-U.S. Holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a sale, exchange or other disposition of Infinity Acquisition securities unless:

· the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder);

· the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or

· Infinity Acquisition is a “United States real property holding corporation’’ (“USRPHC’’) for U.S. federal income tax purposes at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of, and, generally, in the case where Infinity Acquisition securities are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or indirectly, more than 5% of such securities, as applicable, at any time during the shorter of the five year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the security disposed of.  There can be no assurance that Infinity Acquisition securities will be treated as regularly traded on an established securities market for this purpose.

Unless an applicable tax treaty provides otherwise, gain described in the first and third bullet points above generally will be subject to U.S. federal income tax (but not the Medicare contribution tax), net of certain deductions, at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder.  Any gain described in the first bullet point above of a Non-U.S. Holder that is a foreign corporation also may be subject to an additional “branch profits tax” at a 30% rate (or a lower applicable tax treaty rate).  Any U.S. source capital gain of a Non-U.S. Holder described in the second bullet point above (which may be offset by U.S. source capital losses during the taxable year of the disposition) generally will be subject to a flat 30% U.S. federal income tax rate (or a lower applicable tax treaty rate).

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In connection with the third bullet point above, Infinity Acquisition generally will be classified as a USRPHC if (looking through certain subsidiaries) the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes.   No assurance can be given that Infinity Acquisition will not become a USRPHC in the future.  Non-U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of owning and disposing of Infinity Acquisition securities.

Other Taxation Consequences of Holding Infinity Acquisition Securities

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of an Infinity Acquisition Warrant, or the lapse of such warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of an Infinity Acquisition Warrant by a U.S. Holder, as described under “U.S. Holders — Exercise or Lapse of an Infinity Acquisition Warrant,” above.

Payments After July 1, 2014

Effective generally for payments made on or after July 1, 2014, certain Non-U.S. Holders may be subject to a U.S. federal withholding tax at a 30% rate with respect to dividends on, and the gross proceeds from the sale or other disposition of, Infinity Acquisition securities if certain disclosure requirements related to the U.S. accounts maintained by, or the U.S. ownership of, such Non-U.S. Holders are not satisfied.  The IRS has indicated, however, that withholding with respect to such dividends will be required only for payments made on or after July 1, 2014, and withholding with respect to such proceeds will be required only for payments made on or after January 1, 2017.  Non-U.S. Holders should consult their own tax advisors regarding the effect, if any, of such withholding taxes on their ownership and disposition of Infinity Acquisition securities.

Information Reporting and Backup Withholding

Infinity Acquisition generally must report annually to the IRS and to each holder the amount of cash dividends and certain other distributions it pays to such holder on such holder’s securities and the amount of tax, if any, withheld with respect to those distributions.  In the case of a Non-U.S. Holder, copies of the information returns reporting those distributions and withholding also may be made available to the tax authorities in the country in which the Non-U.S. Holder is a resident under the provisions of an applicable income tax treaty or agreement.  Information reporting is also generally required with respect to proceeds from the sales and other dispositions of Infinity Acquisition securities to or through the U.S. office (and in certain cases, the foreign office) of a broker.  In addition, pursuant to recently enacted legislation, certain information concerning a U.S. Holder’s adjusted tax basis in its securities and adjustments to that tax basis and whether any gain or loss with respect to such securities is long-term or short-term also may be required to be reported to the IRS.

Moreover, backup withholding of U.S. federal income tax, currently at a rate of 28%, generally will apply to cash distributions made on Infinity Acquisition securities to, and the proceeds from sales and other dispositions of such securities by, a U.S. Holder (other than an exempt recipient) who:

● fails to provide an accurate taxpayer identification number;

● is notified by the IRS that backup withholding is required; or

● in certain circumstances, fails to comply with applicable certification requirements.

A Non-U.S. Holder generally may eliminate the requirement for information reporting (other than with respect to distributions, as described above) and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax.  Rather, the amount of any backup withholding will be allowed as a credit against a U.S. Holder’s or a Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.  Holders are urged to consult their own tax advisors regarding the application of backup withholding and the availability of and procedures for obtaining an exemption from backup withholding in their particular circumstances.

2. Reference 2

MATERIAL DIFFERENCES IN THE RIGHTS OF INFINITY CORP. SHAREHOLDERS
FOLLOWING THE BUSINESS COMBINATION

The rights of Infinity Corp. shareholders are and will be governed by British Virgin Islands law and Infinity Corp.’s memorandum and articles of association until the completion of the Redomestication. If Infinity Corp. shareholders do not tender their Ordinary Shares in the Share Tender Offer, after the Redomestication such shareholders will become stockholders of Infinity Acquisition and their rights will be governed by Delaware law and Infinity Acquisition’s Certificate of Incorporation and Bylaws.

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Although the corporate statutes of Delaware and the British Virgin Islands are similar, certain differences exist. Summarized below are the most significant differences between the rights of the shareholders of Infinity Corp. versus the rights of the Infinity Acquisition stockholders (which will include former Infinity Corp. shareholders after the Redomestication).

The following discussions are summaries only. They do not give you a complete description of any non-material differences that may affect security holders. Neither the Companies Act nor the memorandum and articles of association of Infinity Corp. impose any limitations on the right of nonresident or foreign owners to hold or vote securities. Under the Companies Act law, holders of a company’s stock are referred to as members, as opposed to shareholders, and such reference is carried through in the table.

PROVISION	INFINITY CORP. (BVI)	INFINITY ACQUISITION (DELAWARE)
Authorized Capital Stock	Infinity Corp. is authorized to issue an unlimited number of shares of no par value divided into six classes of shares: Ordinary shares or no par value, Class A preferred shares of no par value, Class B preferred shares of no par value, Class C preferred shares of no par value, Class D preferred shares of no par value and Class E preferred shares of no par value.	The authorized capital stock of Infinity Acquisition will consist of 100,000,000 shares of common stock, $0.0001 par value per share, and 5,000,000 shares of preferred stock, par value $0.0001 par value per share.
Dividend Policy	Subject to Regulation 23 (Business Combination) of the Articles, the directors may, by resolution of directors, authorize a distribution at a time and of an amount they think fit if they are satisfied, on reasonable grounds, that immediately after the distribution the value of the assets of Infinity Corp. will exceed its liabilities and Infinity Corp. will be able to pay its debts as and when they fall due.	Subject to applicable law and the Certificate of Incorporation, dividends upon the shares of capital stock of the Infinity Acquisition may be declared by the board of directors at any regular or special meeting of the board of directors. Dividends may be paid in cash, in property or in shares of the Infinity Acquisition’s capital stock, unless otherwise provided by applicable law or the Certificate of Incorporation.
Preferred (Preference) Shares	Directors may, subject to making the necessary amendments to the memorandum and articles of association of Infinity Corp., fix the designations, powers, preferences, rights, qualifications, limitations and restrictions, if any, appertaining to any and all classes of shares that may be authorized to be issued under Infinity Corp.’s memorandum and articles of association.	Directors may fix by resolution the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any unissued series of preferred stock, as well as the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, subject to any requirements of the Delaware General Corporation Law, the DGCL, and the Certificate of Incorporation.

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PROVISION	INFINITY CORP. (BVI)	INFINITY ACQUISITION (DELAWARE)
Registered Shares	Infinity Corp. is only authorized to issue registered shares. Infinity Corp. is not authorized to issue bearer shares, convert registered shares to bearer shares or exchange registered shares for bearer shares.	Silent.
Purpose of Corporation	Infinity Corp. has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, subject to the Companies Act, any other legislation of the British Virgin Islands and Regulation 23 (Business Combination) of the Articles.	To engage in any lawful act or activity for which corporations may be organized under the DGCL.
Registered Office	Nemours Chambers, PO Box 3170, Road Town, Tortola, British Virgin Islands.	Vcorp Services, LLC 1811 Silverside Road Wilmington, Delaware, 19810
Transfer Agent	The board of directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents.	The board of directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents.
Voting Rights	The holders of Ordinary Shares shall have the right to vote at a meeting of the members or on any resolution of Members. The holders of the Preferred Shares shall have the rights, privileges, restrictions and conditions as set out in the amended and restated Memorandum prior to the issue of such shares.	The holders of common stock shall have the right to one vote for each share of common stock.
Redemption of Equity	Regulation 6 of the articles of association provides that Infinity Corp. may purchase, redeem or otherwise acquire and hold its own shares provided the consent of the member whose shares are to be purchase, redeemed or otherwise acquired is obtained (unless Infinity Corp. is permitted by the Companies Act or any other provision in the memorandum or articles of association to purchase, redeem or otherwise acquire the shares without such consent).	Silent.

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PROVISION	INFINITY CORP. (BVI)	INFINITY ACQUISITION (DELAWARE)
Stockholder/Member Consent	Prior to the initial public offering, any action that may be taken by the members at a meeting could also be taken by a resolution of members consented to in writing, without the need for prior notice.	Any action required or permitted to be taken by the stockholders of Infinity Acquisition must be effected at a duly called annual or special meeting of stockholders and may not be effected by any action by written consent by such stockholders.
Notice Requirements for Stockholder/Member Relating to Nominations and Other Proposals	Directors convening a meeting of members are required to give not less than 10 nor more than 60 days’ written notice of a meeting to the other members and the other directors.	In general, to bring a matter before an annual meeting or to nominate a candidate for director, a stockholder must give notice of the proposed matter or nomination (1) not less than 90 days and not more than 120 days prior to the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than 30 days in advance and (2) with respect to any other annual meeting of stockholders, the close of business on the 10th day following the date of public disclosure of the date of such meeting.
Meetings of Stockholders/Members – Presence	In person or by proxy or by telephone or other electronic means provided all members participating in the meeting are able to hear each other.	In person, by proxy or by means of remote communication.
Meeting of Stockholders/Members – Notice	Directors convening a meeting of members are required to give not less than 10 nor more than 60 days’ written notice of a meeting to the other members and the other directors.	Not less than 10 days nor more than 60 days.
Meetings of Stockholders/Members – Call of Meeting	Members entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested may request in writing that the directors convene a meeting of members.	Annual meetings shall, or special meetings may be called by the board of directors.
Meetings of Stockholders/Members – Place	Within or outside the British Virgin Islands.	Within or without Delaware.

Meetings of Stockholders/Members – Quorum	At the commencement of the meeting, present in person or by proxy not less than 50% of the votes of the shares entitled to vote on resolutions of members to be considered at the meeting.	Majority of the aggregate voting power of the shares of capital stock of Infinity Acquisition issued and outstanding and entitled to vote thereat. Meeting may be adjourned for up to 30 days without additional notice to stockholders.
Meeting of Stockholders/Members – Record Date	The director convening the meeting of members shall fix in the notice of the meeting the record date for determining those members that are entitled to vote at the meeting.	As fixed by the board of directors, no more than 60 days and no less than 10 days before the meeting. If after adjournment a new record date is fixed for the adjourned meeting, notice must be given to stockholders.
Directors – Election	The first directors are appointed by the registered agent within 30 days of incorporation. Following this, directors are appointed by resolution of members or by resolution of directors. Immediately before the consummation of an initial public offering, the directors shall pass a resolution of directors dividing themselves into two classes, being the class A directors and the class B directors.	By the stockholders at the annual meeting of the stockholders.

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PROVISION	INFINITY CORP. (BVI)	INFINITY ACQUISITION (DELAWARE)
Directors – Term	Each director holds office for the term, if any, fixed by the resolution of directors or resolution of members appointing him, or until his earlier death, resignation or removal. If no fixed term is on the appointment, the director serves indefinitely until his earlier death, resignation or removal.	Directors are generally elected to serve two-year terms, or until such directors’ successor is elected and qualified, with approximately one-half of such members’ terms expiring each year. The terms of directors expire at the annual meeting of shareholders held in the second year following their election, but directors whose terms of office expire may be re-elected.
Directors – Removal	A director may be removed from office with or without cause by a resolution of members passed at a meeting of members called for the purposes including the removal of the director or by a written resolution passed by at least 75% of the members of Infinity Corp. entitled to vote, or subject to Regulation 9.1(b) of the articles of association of Infinity Corp. in relation to its initial public offering, by a resolution of the directors.	By the majority of the voting power of the shares then entitled to vote at an election of directors, for cause only.
Directors – Vacancy	A vacancy occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office. Subject to the Articles, the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors. Where the directors appoint a person as director to fill a vacancy, the term may not exceed the term that remained when the person who has ceased to be a director ceased to hold office.	By the vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director.
Directors – Number	The minimum number of directors is one and there is no maximum number.	As determined by the board of directors, but not less than one.
Directors – Quorum and Vote Requirements	A resolution of directors is defined in the Articles as either: (i) a resolution approved at a duly convened and constituted meeting of directors or of a committee of directors by the affirmative vote of a majority of the directors present at the meeting who voted, except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purposes of establishing a majority, or (ii) a resolution consented to in writing by all directors or by all members of a committee of directors, as the case may be.	A majority of the entire board of directors or such committee of the board of directors. The act of a majority of the directors present at any meeting of the board of directors, or a committee thereof, at which a quorum is present shall be the act of the board of directors or such committee.

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PROVISION	INFINITY CORP. (BVI)	INFINITY ACQUISITION (DELAWARE)
Directors – Powers	The business and affairs of Infinity Corp. shall be managed by, or under the direction or supervision of, the directors and they have all powers necessary for managing and for directing and supervising the business and affairs of Infinity Corp.	Directors may exercise all powers of Infinity Acquisition not reserved to the stockholders.
Directors – Committees	The directors may, by resolution of directors, designate one or more committees, each consisting of one or more directors, and delegate one or more of their powers.	The board of directors may establish one or more committees with the authority that the board of directors determines.
Directors – Consent Action	An action that may be taken by the directors or a committee of directors at a meeting may also be taken by a resolution of directors or a resolution of a committee of directors consented to in writing by all directors or by all members of the committee, without the need for notice.	Directors may take action by written consent of all directors, in addition to action by meeting.

Directors – Alternates	Until the consummation of a business combination, a director may not appoint an alternate director. Following this, a director may by written instrument appoint an alternate director.	Directors may designate one or more directors as alternate members of any committee.
Directors – Appoint Officers	The directors may by resolution appoint officers at such times as may be considered necessary or expedient.	Directors appoint the officers with such powers and duties as the board of directors shall determine.
Directors – Limitation of Liability	Directors shall not be liable for any debt, obligation or default of Infinity Corp. unless specifically provided in the Companies Act or other enactment of the British Virgin Islands, and except in so far as he may be liable for his own conduct or acts.	Directors shall have no personal liability to Infinity Acquisition or its stockholders for monetary damages for breach of fiduciary duty as a director except to the extent that Section 102(b)(7) of the DGCL expressly provides that the liability of a director may not be eliminated or limited.
Directors – Indemnification Insurance	Infinity Corp. may indemnify, hold harmless and exonerate against all direct and indirect costs, fees and expenses of any type or nature whatsoever any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director, officer, key employee, adviser of Infinity Corp. or is or was, at the request of Infinity serving as a director of, or in any other capacity is or was acting for another enterprise.	Any person who is or was a director or officer shall have a right to indemnification and to the advancement of expenses in connection with proceedings relating to their role as such. If rights to indemnification and to the advancement of expenses are not provided, the indemnitee may bring a suit against Infinity Acquisition to collect such indemnification and/or expenses.

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PROVISION	INFINITY CORP. (BVI)	INFINITY ACQUISITION (DELAWARE)
	There is a requirement that the person to be indemnified acted honestly and in good faith with a view to the best interests of Infinity Corp. and in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.	Infinity Acquisition may purchase and maintain insurance in relation to any person who is or was a director or officer of Infinity Acquisition.
	Infinity Corp. may purchase and maintain insurance, purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond in relation to any indemnified person.
Amendments to Organizational Documents	Infinity Corp. may amend its Memorandum or Articles by a resolution of members or by a resolution of directors, save that no amendment may be made by a resolution of directors: (i) to restrict the rights or powers of the members to amend the Memorandum or Articles, (ii) to change the percentage of members required to pass a resolution of members to amend the Memorandum or Articles, (iii) in circumstances where the memorandum or Articles cannot be amended by the members, or (iv) to clause 7 (Variation of Rights), 8 (Rights Not Varied by Issue of Shares Pari Passu), 11 (Amendment of Memorandum and Articles) or Regulation 23 (Business Combination) of the Articles. Also, the shareholders’ ability to amend Regulation 23 (Business Combination) prior to any business combination is subject to certain restrictions.	Amendments to the certificate of incorporation must be approved by the board of directors and the affirmative vote of the holders of at least 66⅔% of the total voting power of the outstanding stock, voting together as a single class. Bylaws may be amended by a majority vote of the board of directors. Bylaws may also be amended by the affirmative vote of the holders of a majority of the total voting power of the outstanding stock, voting together as a single class; provided, however, that the affirmative vote of the holders of at least 66⅔% of the total voting power of the outstanding stock, voting together as a single class, shall be required for the board of directors or stockholders to amend, or adopt any bylaw inconsistent with, the bylaws relating to meetings of stockholders; director powers, number, classes, election, term of office, resignation, vacancies and removal; indemnification of directors and officers; and amendments.
Sale of Assets	Regulation 10.10 of the Articles of Association of Infinity Corp. expressly dis-applies section 175 of the Act (the section requiring members’ authorization to any disposal of assets representing 50% or more in value of the assets of a company).	The sale of all or substantially all the assets of the company requires stockholder approval.
Anti-Takeover Provisions	There are no anti-takeover provisions applicable to Infinity Corp.	Silent
Appraisal Rights	A member is entitled to payment for the fair value of his shares upon dissenting from a merger, consolidation, transfer/disposal of assets, redemption of his shares and an arrangement (if permitted by the Court).	Provision is made under Delaware corporate law to dissent and obtain fair value of shares in connection with certain corporate actions that require stockholder approval or consent. However, the DGCL does not confer appraisal rights if the Delaware corporation’s stock is either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders.

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3. Reference 3

Directors and Executive Officers after the Business Combination

Infinity Acquisition’s directors and executive officers after the Business Combination will be largely as follows, provided, however, that one of the directors to be appointed pursuant to the Merger Agreement has not yet been identified:

	Term
Name	Expires	Age	Position
Stuart M. Page	2016	50	President and Chief Executive Officer and Director
Victor M. Perez	N/A	60	Chief Financial Officer
Dr. Michael Pavia	N/A	57	Chief Technology Officer
William M. Bierhaus II	N/A	53	Senior Vice President of Business Development
Kenneth E. Nimitz	N/A	44	Senior Vice President of Operations
Thomas Holland	N/A	62	Senior Vice President of Acquisitions and Production
John Clarke	2016	60	Chairman of the Board
Larry Aschebrook	2015	35	Director
Mark Chess	2016	35	Director
Matthew Gibbs	2015	44	Director
Thomas O. Hicks	2016	67	Director
Dr. Ganesh Kishore	2015	59	Director
Mark Puckett	2016	61	Director
Damon L. Rawie	2015	44	Director
Jonathan Schulhof	2015	39	Director
Michael Schulhof	2015	70	Director

The terms of office of the directors of Infinity Acquisition will be staggered such that directors are generally elected to serve two-year terms, or until such directors’ successors are elected and qualified, with one-half of such members’ terms expiring each year. The terms of directors expire at the annual meeting of shareholders held in the second year following their election, but directors whose terms of office expire may be re-elected.

Stuart M. Page has served as Glori’s Chief Executive Officer since March 2007. In June 2011, he assumed the additional title of President. Mr. Page has also served as a member of Glori’s board of directors since March 2007. Prior to joining Glori, Mr. Page was Vice President of IHS Energy, Inc., an information delivery services company, from February 2005 to March 2007 where he was responsible for the company’s mergers and acquisitions activity. He holds a bachelor’s and master’s degree in engineering science from Oxford University, England, and an M.B.A. from Harvard Business School. Mr. Page brings an intimate knowledge of Glori’s business and its industry to the Infinity Acquisition board.

Victor M. Perez has served as Glori’s Chief Financial Officer since August 2011. Prior to joining Glori, Mr. Perez was Chief Financial Officer of Allis-Chalmers Energy Inc., an oilfield services company, from August 2004 to July 2011. From July 2003 to July 2004, Mr. Perez was a private consultant engaged in corporate and international finance advisory. From February 1995 to June 2003, Mr. Perez was Vice President and Chief Financial Officer of Trico Marine Services, Inc., a marine transportation company serving the offshore energy industry. Trico Marine Services, Inc. filed a petition under the federal bankruptcy laws in December 2004. Mr. Perez was Vice President of Corporate Finance with Offshore Pipelines, Inc., an oilfield marine construction company, from October 1990 to January 1995. Mr. Perez also has 15 years of international and energy banking experience. Mr. Perez has an M.B.A, from University of Texas at Arlington and a bachelor’s degree in economics from Virginia Tech.

Kenneth E. Nimitz has served as Glori’s Senior Vice President of Operations since January 2012. Prior to joining Glori, Mr. Nimitz served as a Regional Vice President Americas at Neptune Marine Services Limited, a provider of engineered solutions to the oil and gas, marine and renewable energy industries that is traded on the Australian Securities Exchange, from May 2009 to January 2012. Prior to that, Mr. Nimitz spent 18 years with Schlumberger Limited, a supplier of technology, integrated project management and information solutions to the oil and gas industry, where he held various operational, engineering and management positions, including his most recent Schlumberger position as GeoMarket Operations Manager. Mr. Nimitz holds a bachelor’s of science degree in mechanical engineering from the Massachusetts Institute of Technology and a M.B.A. from Duke University’s Fuqua School of Business.  

Dr. Michael Pavia has served as Glori’s Chief Technology Officer since May 2013. Prior to joining Glori, Dr. Pavia was Entrepreneur-in-Residence with the venture capital firm Oxford Bioscience Partners from 2002 to 2010. Before joining Oxford, Dr. Pavia was Chief Technology Officer at Millennium Pharmaceuticals, where his major focus was to improve the productivity of the drug discovery and development process through the appropriate use of new technologies. Dr. Pavia has over 20 years of experience in pharmaceutical research and discovery. He was formerly Vice President-Cambridge Research at Sphinx Pharmaceuticals, a division of Eli Lilly & Co., focusing on the development of combinatorial chemistry technologies. Prior to Sphinx, Dr. Pavia held senior scientific positions in the Department of Chemistry at the Parke-Davis Pharmaceutical Research Division of Warner-Lambert with a focus on drugs of the central nervous system. He serves on the boards of Azevan Pharmaceuticals Inc., and Selventa, Inc. Dr. Pavia holds a bachelor’s degree in chemistry from Lehigh University and a doctorate in organic chemistry from the University of Pennsylvania.

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William M. Bierhaus II has served as Glori’s Senior Vice President of Business Development since March 2010. Prior to joining Glori, Mr. Bierhaus spent 28 years with Halliburton Energy Services, Inc., a provider of various products and services to the energy industry for the exploration, development, and production of oil and natural gas worldwide, where he held various field operational, engineering and management positions throughout the United States and Middle East. His most recent Halliburton position was Global Manager of Business Development and Marketing-Cementing with responsibility for business development activities in over 70 countries. Mr. Bierhaus holds a B.S. in civil engineering from Purdue University.

Thomas Holland has served as Glori’s Senior Vice President of Acquisitions and Production since December 2013. Prior to joining Glori, Mr. Holland was involved in two E&P startup companies following a 25-year career with ARCO (1975 to 2000). At ARCO, Mr. Holland held a number of responsible positions in the company’s Land organization including U.S. Land Operations Manager. In 1990 he was named Vice President, Commercial for ARCO Permian, responsible for Land, Acquisitions & Divestitures, Crude Oil Marketing and Regulatory & Compliance for the Western U.S. He oversaw the divestiture of over $600 million of low-performing assets, and led or played a key role in the IPO of Vastar, early stage work on the successful acquisition of Union Texas Petroleum, and several company-level acquisition evaluations. He also led the acquisition of the company’s significant position in the Sprayberry/Wolfcamp play in the Permian Basin. After BP’s acquisition of ARCO in 2000, Mr. Holland, along with other members of the ARCO Permian management team, formed Westwin Energy, LLC, raising private equity capital to acquire and exploit oil in the Permian Basin. The team built the company to about 2,000 barrels of oil production per day before the company was sold in 2004. In 2005, he formed Petrus Exploration to focus on using 3D seismic to generate and sell prospects along the Gulf Coast of Texas and Louisiana. The company’s production was sold to an independent oil company in 2011. Mr. Holland holds a BBA (Petroleum Land Management) from the University of Oklahoma and completed the Seminar for Senior Executives in the Oil & Gas Industry from Southern Methodist University.

John Clarke has served as a member of Glori’s board of directors since April 2011. Mr. Clarke became the Chairman of Glori’s board of directors on January 1, 2012. Since May 2011, Mr. Clarke has been a Partner with Turnbridge Capital, LLC, a private equity investment firm focused on energy related investments. Mr. Clarke has served as President of Concept Capital Group, Inc., a financial and strategic consulting firm founded by him in 1995, since November 2009. From December 2004 until its sale in November 2009, Mr. Clarke served as Chairman and Chief Executive Officer of NATCO Group Inc., an oil services company. Previously, Mr. Clarke served as Managing Director of SCF Partners, a private equity investment firm, Executive Vice President and Chief Financial Officer of Dynegy, Inc., an energy trading company, Managing Director of Simmons & Co. International, an energy investment banking firm, and Executive Vice President and Chief Financial and Administrative Officer of Cabot Oil & Gas Corporation, an oil and gas exploration and production company. Mr. Clarke holds an M.B.A. from Southern Methodist University and a B.A. in economics from the University of Texas at Austin. Mr. Clarke serves on the boards of directors of Penn Virginia Corporation and Tesco Corporation, and previously served on the board of directors of Harvest Natural Resources, Inc. (October 2000 to May 2008), The Houston Exploration Company (December 2003 to June 2007) and NATCO Group Inc. (February 2000 to November 2009). Mr. Clarke brings a wealth of public company board experience and knowledge of the energy industry to Infinity Acquisition’s board of directors.

Matthew Gibbs has served as a member of Glori’s board of directors since October 2009. Mr. Gibbs is a General Partner of Oxford Bioscience Partners. Mr. Gibbs has 19 years of investing experience in venture backed technology, energy and healthcare companies through Oxford. His tenure spans four Oxford funds totaling $950M under management. Mr. Gibbs joined Oxford Bioscience Partners in 1997 and became a General Partner in 2005. In addition to Glori, current and past investments include eSionic (energy storage company for lithium ion batteries) and Cambrios (electronic materials for touch panel displays), Zone Labs (security software) acquired by CheckPoint Software Technologies (NASDAQ: CHKP) for $290M, Stratagene (lifescience instruments and reagents) acquired by Agilent (NYSE: A) for $250M, and BioSource (lifescience reagents) acquired by Invitrogen (NASDAQ: IVGN) for $130M. Board positions include Director, Chairman of Compensation and Audit Committees, as well as a Member of Nominating and Risk Committees of 12 private companies. Prior to joining Oxford, Mr. Gibbs worked for the Venture Fund of Washington, a venture capital firm. In 1994, Mr. Gibbs worked for MedVest, Inc a venture capital syndicated fund by Oak Investment Partners and Johnson and Johnson Development Corp. Mr. Gibbs received his B.A. from the University of Colorado and completed Executive Programs at Harvard Business School. Mr. Gibbs brings extensive experience in business and the building of companies from early stage to commercial scale to Infinity Acquisition’s board of directors.

Dr. Ganesh Kishore has served as a member of Glori’s board of directors since October 2009. Since April 2007, he has served as Chief Executive Officer of Malaysian Life Sciences Capital Fund Ltd., where he oversees fund management, investment portfolio management and governance of companies in which Malaysian Life Sciences Capital Fund Ltd. has made investments. Since January 2009, he has also served as President and Chief Executive Officer of K Life Sciences, LLC where he provides advisory services to life science businesses. Between April 2007 and December 2008, Dr. Kishore served as a Managing Director of Burrill & Company, where his responsibilities included fund management, fund raising and governance of companies in which Burrill & Company invested. Prior to joining Burrill &Company, Dr. Kishore served as Chief Biotechnology Officer at E. I. du Pont de Nemours and Company from March 2005 to April 2007, where he was responsible for overall biotechnology leadership for DuPont’s life science businesses. Dr. Kishore holds a Ph.D. in biochemistry from the Indian Institute of Science, an M.S. in biochemistry from the University of Mysore and a B.S. in physics and chemistry from the University of Mysore. Dr. Kishore serves on the board of directors of Gevo, Inc. and previously served on the board of Embrex, Inc. (January 2002 to January 2007). Dr. Kishore brings extensive knowledge of the biotechnology industry and experience in advising and managing early stage companies to Infinity Acquisition’s board of directors.

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Jonathan Schulhof has served as a member of Glori’s board of directors since its inception in November 2005 and was Chairman of Glori’s board of directors through January 1, 2012. Mr. Schulhof is a founder and managing partner of GTI Capital Group, a New York and India based firm formed in 2010 that specializes in private equity investments, as well as advisory services in the aerospace, healthcare, energy and media sectors. Mr. Schulhof maintains oversight over day to day operations of GTI Capital Group and has led the purchase and sale of several U.S. and Indian companies and has supervised the launch of several startup businesses. Prior to joining GTI Capital Group in 2010, Mr. Schulhof had been a managing partner of GTI Companies since 2002. Prior to joining GTI Companies, Mr. Schulhof was a Director of Business Development at Tellme Networks, Inc., where he developed company strategy and business plans, and executed strategic sales. Prior to joining Tellme Networks, Inc., Mr. Schulhof was a corporate associate at Schulte Roth & Zabel LLP, a law firm specializing in mergers and acquisitions, bankruptcy, securities, structured finance, and investment management services. Mr. Schulhof holds a B.A. from Dartmouth College and a J.D. from Stanford Law School, and is a member of the New York State Bar. Mr. Schulhof brings a wealth of knowledge in advising and managing early stage companies to Infinity Acquisition’s board of directors.

Michael Schulhof has served as a member of Glori’s board of directors since Glori’s inception in 2005. Since 1998, Mr. Schulhof has been a managing director of GTI Capital Group. From 1993 to 1996, he was President and Chief Executive Officer of Sony Corporation of America. Mr. Schulhof holds a B.A. from Grinnell College, Master of Science from Cornell University and Ph.D. from Brandeis University. Mr. Schulhof also received an Honorary Degree as Doctor of Physics from Grinnell College. Mr. Schulhof serves on the board of directors of j2 Global Communications, Inc. Mr. Schulhof brings extensive experience with global business operations and finance to Infinity Acquisition’s board of directors.

Mark Puckett has served as a member of Glori’s board of directors since April 2011. Mr. Puckett began his career at Chevron Corporation, a company engaging in petroleum, chemicals, mining, power generation, and energy operations worldwide, in 1973 and retired in May 2008. During his tenure at Chevron, Mr. Puckett held a variety of positions of increasing responsibility in Chevron’s upstream operations before ultimately retiring as the President of Chevron’s Energy Technology Company, where he was responsible for managing the company’s technology resources across all business segments. In addition, Mr. Puckett served on Chevron’s management committee from 1997 until his retirement and served on Chevron’s upstream and gas leadership team from 2001 until his retirement. Since his retirement, Mr. Puckett has been involved in private investments. He is a member of the Society of Petroleum Engineers and the Dean’s Advisory Council, College of Engineering at Texas A&M University. Mr. Puckett holds a bachelor’s degree in civil engineering from Texas A&M University. Mr. Puckett serves on the board of directors of Concho Resources Inc. Mr. Puckett brings extensive knowledge of the energy industry to Infinity Acquisition’s board of directors, including in the areas of primary, secondary and enhanced oil recovery.

Larry Aschebrook is the founder and has served as Chief Executive Officer of Gentry Financial Holdings Group LLC (“Gentry”), a diversified financial services firm. Mr. Aschebrook has created and raised capital for numerous investment partnerships, and established close ties to a number of top-tier venture funds. Mr. Aschebrook currently is a member of the National Venture Capital Association and serves on the board of directors of Solexel, Inc., Agrivida, Inc. and FloDesign Wind Turbine Corp. Mr. Aschebrook was nominated for the M&A Advisors Magazine “40 under 40” award in 2012. Prior to founding Gentry, Mr. Aschebrook owned multiple businesses and previously served as a Vice President level administrator for five large academic institutions. Mr. Aschebrook’s primary responsibility in these positions was development activity, raising funds from private and corporate donors. Over the course of his career, he was responsible for overseeing more than $500 million in grants, donations, and sponsorships. He also had responsibility for multimillion-dollar projects such as stadium naming rights, television and radio rights, as well as all revenue generation activities for Athletics. Mr. Aschebrook holds an MBA from the W.P. Carey School of Business at Arizona State University, a M.S. in Sports Administration and a B.S. from the University of Wisconsin. Mr. Aschebrook brings extensive investment experience to Infinity Acquisition’s board of Directors.

Damon L. Rawie is a managing director with Advantage Capital Partners (“ACP”), an investment firm that specializes in providing capital to companies based in areas underserved by traditional capital providers. Founded in 1992, ACP is a multi-stage investor that has raised over $1.7 billion in capital and makes investments in companies representing a wide variety of industries. Based in Austin and a member of the ACP team since 1999, Mr. Rawie is an active multi-stage investor for the firm. His investment experience covers a variety of industries including energy technology, business services, software and new media. Mr. Rawie serves as a member of the board of directors for a number of ACP’s portfolio companies and is also a board member of the Texas Coalition for Capital, a non-profit statewide organization that supports various economic development initiatives including job creation and access to capital for emerging businesses. Prior to joining ACP, Mr. Rawie worked in investment banking and operational consulting. Mr. Rawie was a Manager at China International Capital Corporation (“CICC”), a Morgan Stanley/China Construction Bank joint venture investment bank in Beijing. Before working with CICC, Mr. Rawie was a management consultant at PricewaterhouseCoopers and an investment banking analyst at J.P. Morgan Securities. Mr. Rawie holds an M.B.A. from the University of Chicago Graduate School of Business and a bachelor’s degree from Wesleyan University. Mr. Rawie brings extensive investment experience to Infinity Acquisition’s board of directors.

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Mark Chess has been our Executive Vice President since inception. Mr. Chess is a managing director with Infinity Equity and has been with the firm since 2001. He has negotiated investments on behalf of Infinity with Futuragene (AIM: FGN) which was subsequently sold to Suzano for USD$90 million. Mr. Chess helped establish the first Infinity-CSVC fund in China in 2005 and manages the Fund’s strategic relationships with institutions in the United States, particularly the Infinity-NSF portfolio. Mr. Chess has been with Infinity since 2001. Since January 2007, Mr. Chess has been responsible for off-shore investments in the information technology and agriculture industries for Infinity I-China Fund. Prior to Infinity, Mr. Chess was a Director with Partners500, where he led its international business strategy. In the philanthropic community, Mr. Chess is the Chairman of The Presentense Group, LEG-UP Microfinance Fund, and Yesh Shabbat. In addition, Mr. Chess sits on the Boards of The Museum of Psalms, JSC, and The Initiative Center of the Negev. He graduated with a degree in Business Honors from the University of Texas at Austin.

Thomas O. Hicks has been a member of Infinity Corp.’s board of directors since January 2014. Mr. Hicks is founder, Chairman and Chief Executive Officer of Hicks Holdings 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 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. Sales of Major League Baseball’s Texas Rangers and the National Hockey League’s Dallas Stars, each formerly held by Mr. Hicks and his affiliates, were completed in 2010 and 2011, respectively, each through a court-supervised auction process under Chapter 11 of the U.S. Bankruptcy Code. Previously, Mr. Hicks co-founded, and was Chairman from 1989 through 2004 of 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. Mr. Hicks brings extensive management and investment experience to Infinity Acquisition’s board of directors.

Disclosures incorporated in Item 9.01:

1. Reference 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Glori Energy Inc.

We have audited the accompanying consolidated balance sheets of Glori Energy Inc. and Subsidiaries (the “Company”) as of December 31, 2012 and 2013, and the related consolidated statements of operations, temporary equity and stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Glori Energy Inc. and Subsidiaries as of December 31, 2012 and 2013, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Houston, Texas 

March 20, 2014

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GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	As of December 31,
	2012			2013
ASSETS
Current assets:
Cash and cash equivalents	$	18,707		$	20,867
Accounts receivable, less allowance for doubtful accounts of $0 and $80 as of December 31, 2012 and 2013, respectively		231			307
Prepaid expenses and other current assets		172			71
Inventory		45			24
Total current assets		19,155			21,269
Property and equipment, at cost, net of accumulated depreciation, depletion and amortization		5,040			2,810
Deferred offering costs		-			378
Deferred loan costs and other		282			162
Total assets	$	24,477		$	24,619
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	368		$	534
Deferred revenue		995			1,753
Accrued expenses		454			417
Derivative liabilities		2,329			-
Warrant liabilities		701			13,905
Current portion of long-term debt		2,906			3,499
Total current liabilities		7,753			20,108
Long-term liabilities:
Long-term debt, less current portion		4,973			1,771
Other long-term liabilities		276			449
Total long-term liabilities		5,249			2,220
Total liabilities		13,002			22,328
Commitments and contengencies
Temporary equity:
Series A cumulative convertible redeemable preferred stock, $.0001 par value; 521,852 shares authorized; 475,541 shares issued and outstanding; stated at liquidation preference		13,225			13,762
Series B cumulative convertible redeemable preferred stock, $.0001 par value; 2,901,052 shares authorized, issued and outstanding; stated at liquidation preference		26,482			31,900
Series C cumulative convertible redeemable preferred stock, $.0001 par value; 7,500,000 and 13,780,033 shares authorized as of December 31, 2012 and 2013, respectively; 7,296,607 shares issued and outstanding; stated at liquidation preference		24,402			29,773
Series C-1 cumulative convertible redeemable preferred stock, $.0001 par value; 8,836,718 shares authorized; 4,462,968 shares issued and outstanding as of December 31, 2013; stated at liquidation preference		-			3,234
Total temporary equity		64,109			78,669
Stockholders’ equity:
Common stock, $.0001 par value, 100,000,000 shares authorized; 3,066,663 shares issued and outstanding as of December 31, 2012 and 3,295,771 shares issued and outstanding as of December 31, 2013		1			1
Accumulated deficit		(52,635	)		(76,379	)
Total stockholders’ equity		(52,634	)		(76,378	)
Total liabilities, temporary equity and stockholders’ equity	$	24,477		$	24,619

The accompanying notes are an integral part of these consolidated financial statements.

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GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Year Ended December 31,
	2012			2013
Revenue	$	2,181		$	3,219
Operating expenses:
Operations		3,901			4,511
Science and technology		1,459			1,682
Write-off of deferred offering costs		1,492			126
Impairment of oil and gas property		-			2,190
Selling, general and administrative		3,411			4,279
Depreciation, depletion and amortization		560			603
Total operating expenses		10,823			13,391
Loss from operations		(8,642	)		(10,172	)
Other (expense) income:
Loss on change in fair value of derivative liabilities		(2,317	)		-
(Loss) gain on change in fair value of warrant liabilities		(506	)		592
Interest expense		(480	)		(959	)
Gain (loss) on disposal of property and equipment and other		5			(70	)
Total other expense, net		(3,298	)		(437	)
Net loss before taxes on income		(11,940	)		(10,609	)
Taxes on income		-			-
Net loss		(11,940	)		(10,609	)
Less:
Accretion of redeemable preferred stock and preferred stock dividends		(9,736	)		(14,317	)
Net loss applicable to common stockholders	$	(21,676	)	$	(24,926	)
Net loss per common share, basic and diluted	$	(7.08	)	$	(7.79	)
Weighted average common shares outstanding, basic and diluted		3,060			3,201

The accompanying notes are an integral part of these consolidated financial statements.

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GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

(in thousands, except share data)  

	Temporary  equity - convertible redeemable preferred stock																		Stockholders’ equity
																	Total						Additional						Total
	Series A Preferred				Series B Preferred				Series C Preferred				Series C-1 Preferred				temporary		Common stock				paid-in			Accumulated			stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		equity		Shares		Par value		capital			deficit			equity
Balances at January 1, 2012		475,541	$	12,709		2,901,052	$	21,990		2,876,041	$	7,888		-	$	-	$	42,587		3,009,592	$	1	$	-		$	(31,477	)	$	(31,476	)
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-		291			-			291
Share issuance		-		-		-		-		4,420,566		11,786		-		-		11,786		57,071		-		227			-			227
Accretion of preferred stock		-		516		-		4,492		-		4,728		-		-		9,736		-		-		(518	)		(9,218	)		(9,736	)
Net loss		-		-		-		-		-		-		-		-		-		-		-		-			(11,940	)		(11,940	)
Balances at December 31, 2012		475,541		13,225		2,901,052		26,482		7,296,607		24,402		-		-		64,109		3,066,663		1		-			(52,635	)		(52,634	)
Stock-based compensation		-		-		-		-		-		-		-		-		-		-		-		774			-			774
Share issuance		-		-		-		-		-		-		4,462,968		243		243		229,108		-		408			-			408
Accretion of preferred stock		-		537		-		5,418		-		5,371		-		2,991		14,317		-		-		(1,182	)		(13,135	)		(14,317	)
Net loss		-		-		-		-		-		-		-		-		-		-		-		-			(10,609	)		(10,609	)
Balances at December 31, 2013		475,541	$	13,762		2,901,052	$	31,900		7,296,607	$	29,773		4,462,968	$	3,234	$	78,669		3,295,771	$	1	$	-		$	(76,379	)	$	(76,378	)

 The accompanying notes are an integral part of these consolidated financial statements.

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GLORI ENERGY INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2012			2013
Cash flows from operating activities:
Net loss	$	(11,940	)	$	(10,609	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion and amortization of property and equipment		560			603
Loss on disposal of property and equipment		-			25
Bad debt expense		-			80
Stock-based compensation		291			774
Loss on change in fair value of derivative liabilities		2,317			-
Amortization of deferred loan costs and other		57			156
Accretion of other long-term liabilities		66			115
Loss (gain) on change in fair value of warrant liabilities		506			(592	)
Accretion of discount on long-term debt		34			67
Write-off of deferred offering costs		1,492			126
Impairment of oil and gas property		-			2,190
Changes in operating assets:
Accounts receivable		141			(156	)
Prepaid expenses		(106	)		51
Inventory		(7	)		21
Accounts payable		(761	)		(125	)
Deferred revenue		362			758
Accrued expenses		121			(37	)
Net cash used in operating activities		(6,867	)		(6,553	)
Cash flows from investing activities:
Purchase of property and equipment		(2,332	)		(530	)
Net cash used in investing activities		(2,332	)		(530	)
Cash flows from financing activities:
Proceeds from issuance of common and preferred stock		11,843			260
Proceeds from issuance of preferred warrants		195			11,858
Payments for deferred offering costs		(534	)		(163	)
Payments for deferred loan costs		-			(36	)
Proceeds from issuance of long-term debt		7,557			-
Payments of long-term debt		(1	)		(2,676	)
Net cash provided by financing activities		19,060			9,243
Net increase in cash and cash equivalents		9,861			2,160
Cash and cash equivalents, beginning of year		8,846			18,707
Cash and cash equivalents, end of year	$	18,707		$	20,867
Non-cash financing and investing activities:
Issuance of preferred stock in settlement of accrued expense	$	170		$	-
Contribution of capital equal to fair value of derivative due to termination of derivative liability		-			2,329
Fair value of preferred stock and warrants in excess of proceeds		-			(1,938	)
Supplemental cash flow information:
Interest paid	$	271		$	732

The accompanying notes are an integral part of these consolidated financial statements.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, NATURE OF BUSINESS AND LIQUIDITY

Glori Energy Inc., a Delaware corporation (formerly Glori Oil Limited) was incorporated in November 2005 (as successor in interest to Glori Oil LLC) to improve and increase production and recovery from mature oil wells using state of the art biotechnology solutions.

In October 2007, the company formed Glori Oil (Argentina) Limited, a Delaware corporation, as a wholly-owned subsidiary, to provide its solutions to South America. In April and May 2008 the company formed Glori Oil S.R.L. (see Note 15) a wholly-owned subsidiary of Glori Oil (Argentina) Limited (97%) and Glori Energy Inc. (3%) domiciled in Argentina to conduct the company’s Argentinian operations.

In September 2010, the Company incorporated Glori Canada Ltd. (formerly Glori Oil Ltd.) in the province of Alberta, Canada, with registration in the province of Saskatchewan, as a wholly-owned subsidiary, to conduct the Company’s business in Canada.

In October 2010, the Company activated a previously dormant wholly-owned subsidiary, Glori Holdings Inc. (formerly Glori Oil Holdings Company), to acquire a 100% working interest in a leasehold in Kansas, the Etzold Field, in exchange for the assumption of the asset retirement obligation (the plugging and abandonment liability) of the existing wells on the leasehold and an overriding royalty interest. In September 2012, the Company acquired a 100% working interest in an adjacent property, in exchange for the assumption of the asset retirement obligation, cash and an overriding royalty interest.

In February 2011, the Company incorporated Glori California Inc. (formerly Glori Oil California Limited) to conduct its operations in the state of California.

In September 2013, the Company incorporated OOO Glori Energy to conduct operations in Russia.

Glori Energy Inc., Glori Oil (Argentina) Limited, Glori Oil S.R.L., Glori Canada Ltd., Glori Holdings Inc., Glori California Inc. and OOO Glori Energy are collectively referred to as the “Company” in the consolidated financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Glori Energy Inc. and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Concentrations of Credit Risk

The Company maintains its cash in bank deposits with financial institutions. These bank deposits, at times, exceed Federal Deposit Insurance Corporation limits of $250,000 per depositor. The Company monitors the financial condition of the financial institutions and has not experienced any losses on such accounts. The Company is not party to any financial instruments which would have off-balance sheet credit or interest rate risk.

The Company derived service revenue from eight customers during 2012 and eleven customers during 2013. The following is a reconciliation of the customers that exceeded 10% of total service revenues in each of those periods:

	Percentage of Service Revenue
	Year Ended December 31,
Customer	2012			2013
A		12	%		14	%
B		16	%		*
C		15	%		-
D		19	%		20	%
E		12	%			*
F		11	%		-
G			*		20	%
H		-			16	%

* Revenues were less than 10% for the period.

Management believes these customers do not constitute a significant credit risk.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The Company had outstanding receivables related to service revenue from three customers as of December 31, 2012 and seven customers as of December 31, 2013. The following is a reconciliation of the customers that exceeded 10% of total accounts receivable from service revenues as of each of these dates:

	Percentage of outstanding
	accounts receivable from service revenue
	December 31,
Customer	2012			2013
A		64	%		17	%
B		21	%		13	%
D		-			25	%
F		15	%		-
I		-			26	%

Accounts Receivable

Accounts receivable consists of amounts due in the ordinary course of business, primarily from companies engaged in the exploration of oil and gas. The Company performs ongoing credit evaluation of its customers and generally does not require collateral. Allowances are maintained for potential credit issues as they arise through management’s analysis of factors such as amount of time outstanding, customer payment history and customer financial condition. The Company has incurred inconsequential credit losses since inception.

Inventory

Inventory is stated at average cost and consists primarily of raw materials in the form of chemicals and finished goods that have been blended as part of the Company’s biotechnology solution.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized and depreciated over the remaining useful lives of the associated assets, and repairs and maintenance costs are charged to expense as incurred. When property and equipment are retired or otherwise disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in the results of operations for the respective period.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Depreciation and amortization for long-lived assets are recognized over the estimated useful lives of the respective assets by the straight-line method as follows:

Laboratory and manufacturing facility	5 years or the remaining term of the lease, whichever is shorter
Laboratory and field service equipment, office equipment and trucks	5 years
Computer equipment	3 years

Oil and Natural Gas Properties

The Company follows the successful efforts method of accounting for oil and gas operations whereby cost to acquire mineral investments in oil and gas properties, to drill successful exploratory wells, to drill and equip development wells and to install production facilities are capitalized. Certain exploration costs, including unsuccessful exploratory wells and geological and geophysical costs, are charged to operations as incurred. The Company’s acquisition and development costs of proved oil and gas properties are amortized using the units-of-production method, at the field level, based on total proved reserves and proved developed reserves as estimated by independent petroleum engineers.

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived assets, such as property, equipment and oil and gas properties, when events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected future pre-tax cash flows (undiscounted) of the related operations. Individual assets are grouped for impairment purposes at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets, generally on a field-by-field basis for oil and gas properties. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value.

The Company deferred costs incurred for an initial public offering (“IPO”) of common stock prior to and during 2012 including legal and other professional fees. The IPO was withdrawn in 2012 due to market conditions, and as a result, the Company recorded a write-off of the deferred costs of $1,492,000 during 2012.

During 2013 the Company deferred offering costs for a subsequent C-1 preferred stock offering initially planned for the fourth quarter 2013. These costs, in the amount of $126,000, were written off as the Company abandoned the offering in pursuit of alternate financing through the proposed business combination with Infinity Cross Border Acquisition Corporation (see Note 15).

In 2013 the Company impaired proved-oil and gas properties, included in property, plant and equipment on the consolidated balance sheets. The write off was the result of a decline in proved reserves on the Company’s 2013 fiscal year end reserve report from the 2012 fiscal year end reserve report. The decline arose from the Company’s decision to abandon the development of proved undeveloped reserves in the field as recent results indicated these reserves would be uneconomic to produce. The Company used a discounted future cash flow approach based on the remaining reserves to calculate the value of the reserves at December 31, 2013. The reduction in asset value of proved-oil and gas properties of $2,190,000 represents the impairment amount (see Note 3) which is shown as impairment of oil and gas property on the consolidated statement of operations.

Derivatives

Derivative instruments, including derivative instruments embedded in other contracts, are recorded on the balance sheet as either an asset or liability measured at fair value. Changes in the fair value of derivative instruments are recognized currently in results of operations unless specific hedge accounting criteria are met. The Company has not entered into hedging activities to date. As a result of certain financings, derivative instruments were created that are measured at fair value and marked to market at each reporting period (see Note 6, 7 and 10). Changes in the derivative value are recorded in other (expense) income on the consolidated statements of operations.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Asset Retirement Obligation

The Company recognizes the present value of the estimated future abandonment costs of its oil and gas properties in both assets and liabilities. If a reasonable estimate of the fair value can be made, the Company will record a liability for legal obligations associated with the future retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of the assets. The fair value of a liability for an asset retirement obligation is recognized in the period in which the liability is incurred. The fair value is measured using expected future cash outflows (estimated using current prices that are escalated by an assumed inflation rate) discounted at the Company’s credit-adjusted risk-free interest rate. The liability is then accreted each period until it is settled or the asset is sold, at which time the liability is reversed and any gain or loss resulting from the settlement of the obligation is recorded. The initial fair value of the asset retirement obligation is capitalized and subsequently depreciated or amortized as part of the carrying amount of the related asset.

The Company has recorded asset retirement obligations related to its oil and gas properties. There are no assets legally restricted for the purpose of settling asset retirement obligations.

Financial Instruments

Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payables, long-term debt, derivatives, and warrants. The carrying values of cash and cash equivalents and accounts receivable and payables approximate fair value due to their short-term nature. Derivatives and warrants are recorded at fair value (see Note 6, 7 and 10). Management believes that because the fixed rate on the Company’s debt is comparable to the current rate the Company would receive for similar debt, the current carrying value of the debt approximates fair value.

Net Loss Per Share

Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. In periods that have income, basic net earnings per common share is computed under the two-class method per guidance in Accounting Standards Codification (ASC) 260, Earnings per Share . The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Under the two-class method, basic earnings per common share is computed by dividing net earnings attributable to common shares after allocation of earnings to participating securities by the weighted-average number of common shares outstanding during the year. However, in periods of net loss, participating securities other than common stock are not included in the calculation of basic loss per share because there is not a contractual obligation for owners of these securities to share in the Company’s losses, and the effect of their inclusion would be anti-dilutive. Diluted earnings (loss) per common share is computed using the two-class method or the if-converted method, whichever is more dilutive (see Note 9).

Diluted net loss per share is the same as basic net loss per share for all periods presented because any potentially dilutive common shares were anti-dilutive. Such potentially dilutive shares are excluded from the computation of diluted net loss per share when the effect would be to reduce net loss per share. Therefore, in periods when a loss is reported, the calculation of basic and diluted loss per share results in the same value.

- 86 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Revenue Recognition

Revenue is recognized when all services are concluded and there is evidence that the customer has accepted the services. The Company’s service contracts typically include two service phases with separate pricing for each phase. During the initial phase known as Reservoir Analysis and Treatment Design (the “Analysis Phase”), the Company samples the target field and evaluates project feasibility and nutrient formulation by looking at field characteristics such as geology, microbial environment and geochemistry of the oil and water. Once the viability of the AERO System is demonstrated in the Analysis Phase the project proceeds to the Field Deployment Phase where the AERO System is initiated in the oil field to stimulate the indigenous microbes in the oil bearing reservoir.

For contracts which have multiple deliverable arrangements including those contracts lacking objective and reliable evidence regarding the fair value of the undelivered items, revenue recognition is deferred in accordance with ASC 605, Revenue Recognition: Multiple-Element Arrangements . If the customer does not have the unilateral right to proceed to the Field Deployment Phase after the completion of the Analysis Phase, the Company defers revenue received in the Analysis Phase and recognizes this revenue and the Field Deployment Revenue uniformly over the Field Deployment Phase timeline.

As of December 31, 2012 and 2013, the Company had deferred revenue of approximately $995,000 and $1,753,000 respectively, pursuant to contracts requiring substantial future performance.

Science and Technology

The Company expenses all science and technology costs as incurred. The science and technology work performed predominantly relates to the Analysis Phase and the fees are primarily made up of employee compensation, lab supplies and materials, legal fees related to intellectual property and corporate overhead allocations.

Income Taxes

The Company accounts for income taxes using the asset and liability method wherein deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and to net operating loss carry forwards, measured by enacted tax rates for years in which taxes are expected to be paid, recovered or settled. A valuation allowance is established to reduce deferred tax assets if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company follows ASC 740, Income Taxes (“ASC 740”), which creates a single model to address accounting for the uncertainty in income tax positions and prescribes a minimum recognition threshold a tax position must meet before recognition in the consolidated financial statements. The Company has identified one uncertain tax position meeting the criteria of ASC 740 (see Note 11).

The Company’s tax years 2005 through 2013 remain open and subject to examination by the Internal Revenue Service (“IRS”) and are open for examination until the expiration of statute of limitations under the relevant IRS Codes.

Stock-Based Compensation

Since the initiation of the 2006 Stock Option and Grant Plan, the Company has recorded all share-based payment expense associated with option awards in accordance with ASC 718, Compensation - Stock Compensation . Accordingly, the Company selected the Black-Scholes option-pricing model as the most appropriate method to value option awards and recognizes compensation cost on a straight-line basis over the option awards’ vesting period.

- 87 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Fair Value of Financial Instruments

FASB standards define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

Accounting for Sales Tax

The Company uses the net method for accounting for sales taxes charged to customers and accordingly does not include sales or similar taxes as revenues; the Company does include sales and similar taxes paid as part of the cost of goods or services acquired.

Deferred Offering Costs

The Company has capitalized certain costs such as legal fees incurred related to the proposed business combination with Infinity Cross Border Acquisition Group (see Note 15). These costs will reduce the additional paid-in capital upon consummation of the transaction.

- 88 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 3 – PROPERTY AND EQUIPMENT

As of December 31, 2012 and 2013, property and equipment consists of the following (in thousands):

	December 31,
	2012			2013
Laboratory and warehouse facility	$	591		$	591
Laboratory and field service equipment		2,725			2,968
Office and computer equipment		279			297
Trucks		134			134
Proved oil and gas properties - successful efforts		3,057			3,141
Construction in progress		787			902
		7,573			8,033
Less: accumulated depreciation, depletion and amortization		(2,533	)		(5,223	)
	$	5,040		$	2,810

Depreciation and amortization expense was $457,000 and depletion expense was $103,000 for the year ended December 31, 2012. Depreciation and amortization expense was $426,000 and depletion expense was $177,000 for the year ended December 31, 2013. The Company incurred an impairment of $2,190,000 (see Note 2) on the Company’s oil and gas property during 2013. This amount is included in accumulated depreciation, depletion and amortization in the table above.

During the year ended December 31, 2012, the Company capitalized $23,700 of interest expenses related to its investment in proved oil and gas properties; no interest was capitalized in the year ended December 31, 2013.

NOTE 4 – ASSET RETIREMENT OBLIGATION

The Company accounts for its asset retirement obligation (“ARO”) in accordance with ASC 410, Asset Retirement and Environmental Obligations . The fair value of a liability for an ARO is required to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made and the associated retirement costs can be capitalized as part of the carrying amount of the long-lived asset. The Company determined its ARO by calculating the present value of the estimated cash flows related to the liability based upon estimates derived from management and external consultants familiar with the requirements of the retirement, and the ARO is reflected in the accompanying consolidated balance sheets as an other long-term liability. The Company has not funded nor dedicated any assets to the retirement obligation.

- 89 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The liability is periodically adjusted to reflect (1) new liabilities incurred; (2) liabilities settled during the period; (3) accretion expense; and (4) revisions to estimated future plugging and abandonment costs. The following is a reconciliation of the liability as of December 31, 2012 and 2013 (in thousands): 

	Year Ended December 31,
	2012		2013
Balance at the beginning of period	$	156	$	228
Liabilities acquired during the period		48		-
Accretion expense		18		19
Revision in expected cash flows		6		58
Balance at the end of the period	$	228	$	305

NOTE 5 – ACCRUED EXPENSES

As of December 31, 2012 and 2013, the significant components of accrued expenses reported in the accompanying consolidated balance sheets are as follows (in thousands): 

	December 31,
	2012		2013
Accrued compensation and benefits	$	364	$	158
Accrued interest		69		46
Accrued local taxes		-		46
Accrued legal and professional fees		21		61
Accrued invoices and other		-		106
	$	454	$	417

- 90 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 6 – FINANCIAL LIABILITIES MEASURED AT FAIR VALUE

The following table summarizes the financial liabilities measured at fair value, on a recurring basis as of December 31, 2012 and 2013 (in thousands): 

	Fair value measurements using
	Level 1		Level 2		Level 3		Total
December 31, 2012
Derivative liabilities	$	-	$	-	$	2,329	$	2,329
Warrant liabilities		-		-		701		701
Totals	$	-	$	-	$	3,030	$	3,030
December 31, 2013
Warrant liabilities	$	-	$	-	$	13,905	$	13,905
Totals	$	-	$	-	$	13,905	$	13,905

Level 3 Valuation Techniques

Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.  The Company’s Level 3 liabilities consist of the derivative liabilities associated with convertible redeemable preferred stock issuances that contain provisions allowing the redeemable preferred stock to be converted to common stock at any time (see Note 10) and warrant liabilities for Series A, Series C and Series C-1 preferred stock (see Note 10).

The Company uses an option-pricing model to determine the fair value of instruments classified as Level 3 within the fair value hierarchy. Significant inputs to the option-pricing model are the fair values of the Company at future dates based upon management’s estimate of the most probable scenarios. The Company uses lattice models which take into account volatility, dividend yield of common stock, risk free interest rates, and probability and timing of events negating the benefit of conversion. The probability assigned to each scenario considers the risk inherent in the success of the scenarios, including the risk free interest rate and discount rate for lack of marketability of the Level 3 instruments. As of December 31, 2012, the option-pricing model was based upon future Company values of $53 million and $373 million, with weighting of eventuality of 88% and 12%, respectively, attained in 3 and 2 years, respectively. As of December 31, 2013 the option-pricing model was based upon future Company values of $50 million, $195 million and $198 million with weighting eventuality of 32%, 8% and 60% respectively, attained in 3 years, 2 years and in less than 1 year, respectively. There is a direct relationship between the probability assigned to the scenarios and the resulting fair value of the Level 3 instruments.

- 91 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs during the years ended December 31, 2012 and 2013 (in thousands):

	Derivative
	and warrant
	liabilities
Balance, January 1, 2012	$	12
Total unrealized loss included in other income		2,823
Issuances		195
Balance, December 31, 2012		3,030
Termination of derivative liability		(2,329	)
Issuances		13,796
Total unrealized gains included in other income		(592	)
Balance, December 31, 2013	$	13,905

NOTE 7 – DERIVATIVE LIABILITIES

The Company has issued Series A, Series B and Series C Preferred Stock that contain provisions allowing the redeemable preferred stock to be converted to common stock at any time (see Note 10). Management has concluded the conversion features of the redeemable preferred stock are required to be accounted for as derivatives effective January 1, 2009. The conversion features that are classified as derivative liabilities are recorded in the consolidated balance sheets at fair value with changes in the value of these derivatives reflected in the consolidated statements of operations as gain or loss on derivative liabilities. These derivative instruments are not designated as hedging instruments under the FASB standards.

The derivatives were valued using the fair values of the Company at future dates based upon management’s estimate of the most probable scenarios and option pricing models. The Company uses lattice models which take into account volatility, dividend yield of common stock, risk free interest rates, and probability and timing of events negating the benefit of conversion.

All derivative instruments are recorded on the consolidated balance sheets at fair value. As of December 31, 2012, the conversion options were recorded as current derivative liabilities at $2,329,000. The related fair valuation impact on the 2012 statement of operations was a loss on change in fair value of derivative liabilities of $2,317,000.

- 92 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

In April 2013, the Company filed Amended and Restated Articles of Incorporation that removed the condition that created the embedded derivative with no impact to the Company’s consolidated statement of operations (see Note 10).

NOTE 8 – LONG-TERM DEBT

On June 11, 2012, the Company entered into a secured term promissory note in the amount of $8,000,000. The note contains a 10% annual interest rate subject to increase based upon an increase in the prime rate. The loan is secured by substantially all assets of the Company. The lender also received a warrant to purchase 145,932 shares of the Company’s Series C Preferred Stock at the per share price of $2.741 for a period of 10 years (see Note 10). Equal monthly principal payments are due over 27 months beginning in April 2013 through June 2015 plus an end of term charge of $280,000. As of December 31, 2012 and 2013, the ratable liability for the end of term charge was $48,000 and $144,000, respectively and is included in other long-term liabilities on the accompanying consolidated balance sheets. The loan agreement contains covenants which place restrictions on the incurrence of debt, liens and capital expenditures. The Company is in compliance with all the covenants as of December 31, 2013.

In October 2012, the Company financed the purchase of a truck by executing a promissory note in the amount of approximately $42,000, repayable in monthly installments of approximately $1,000 including interest over four years and bearing interest at 6.24% annually. The promissory note is secured by the respective truck.

- 93 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Maturities on long-term debt during the next four years are as follows (in thousands):

Year ending
December 31,	Amount
2014	$	3,499
2015		1,761
2016		10
	$	5,270

NOTE 9 – LOSS PER SHARE

The Company follows current guidance for share-based payments which are considered as participating securities. Share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are designated as participating securities and are included in the computation of basic earnings per share. However, in periods of net loss, participating securities other than common stock are not included in the calculation of basic loss per share because there is not a contractual obligation for owners of these securities to share in the Company’s losses, and the effect of their inclusion would be anti-dilutive.

The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data):

	For the Years Ended
	December 31,
	2012			2013
Numerator:
Net loss	$	(11,940	)	$	(10,609	)
Less: Accretion of redeemable preferreed stock and preferred stock dividends		(9,736	)		(14,317	)
Net loss applicable to common stockholders	$	(21,676	)	$	(24,926	)
Denominator:
Weighted-average common shares outstanding—basic		3,060			3,201
Effect of dilutive securities		-			-
Weighted-average common shares - diluted		3,060			3,201
Net loss per common share - basic and diluted	$	(7.08	)	$	(7.79	)

- 94 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following weighted average securities outstanding were not included in the calculation of weighted average diluted shares outstanding as they would have been anti-dilutive (in thousands of shares):

	Year Ended December
	31,
	2012		2013
Series A preferred stock warrants		46		46
Series A cumulative convertible redeemable preferred stock		476		476
Series B cumulative convertible redeemable preferred stock		2,901		2,901
Series C cumulative convertible redeemable preferred stock		7,297		7,297
Series C-1 cumulative convertible redeemable preferred stock		-		2,912
Series C preferred stock warrants		146		4,400
Series C-1 preferred stock warrants		-		2,594
Common stock warrants		-		3
Common stock options		5,039		5,503

NOTE 10 – TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

Series A Cumulative Convertible Redeemable Preferred Stock

The Series A Preferred Stock has cumulative dividend rights which are accrued at the per share rate of 4% per annum, compounded quarterly, and are payable if, as and when declared by the Board of Directors or upon certain events (the “Series A Accruing Dividends”), based upon the original issue price of $2.208 per share. No dividends have been declared as of December 31, 2012 and 2013. Dividends in arrears as of December 31, 2012 and 2013 are approximately $2,727,000 and $3,264,000, respectively. In the event of any merger, consolidation, sale, lease, transfer, exclusive license or other disposition of the Company such that the holders of a majority of capital stock immediately prior to such transaction cease to own at least a majority of capital stock immediately after such transaction (a “Liquidating Event”), holders of the Series A Preferred Stock, before any payment shall be made to the holders of Common Stock, will receive the greater of (i) the Series A original issue price plus any Accruing Dividends unpaid thereon or (ii) the amount per share of the Series A Preferred Stock which such holder of Series A Preferred Stock would receive if such holder had converted such shares of Series A Preferred into Common Stock immediately prior to such event. If upon such event the assets available for distribution shall be insufficient to pay the holders of the shares of Series A Preferred Stock the full amount to which they shall be entitled, the holders of Series A Preferred Stock share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full (a “Ratable Participation”). For the Series A Preferred Stock liquidation preference and price under a redemption, see Redemption of Preferred Stock .

In addition to the liquidation and redemption provisions, each share of the Series A Preferred Stock is convertible, at the option of the holder, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series A original issue price plus any accrued or declared but unpaid dividends on each share, by the conversion price in effect at the time, see Conversion Features of Redeemable Preferred Stock .

- 95 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Due to the nature of the redemption feature and other provisions, the Company has classified the Series A Preferred Stock as temporary equity. The carrying value is being accreted to its redemption value over a period of five years.

Of the total shares of Series A Preferred Stock issued and outstanding, 452,897 were issued for cash. In October 2007, the Company issued 22,644 Series A Preferred Stock to a common stockholder in satisfaction of a research and development contract that began in October 2006 and expired December 31, 2011. The Company’s Board of Directors determined that the fair value of the work product received by the Company was $500,000.

Series B Cumulative Convertible Redeemable Preferred Stock

The Series B Preferred Stock has cumulative dividend rights which are accrued at the per share rate of 8% per annum, compounded quarterly, and are payable if, as and when declared by the Board of Directors or upon certain events (the “Series B Accruing Dividends”) based upon the original issue price of $5.52 per share. No dividends have been declared as of December 31, 2012 and 2013. Dividends in arrears as of December 31, 2012 and 2013 are approximately $3,853,000 and $5,491,000, respectively. In the case of any Liquidating Event, the holders of shares of Series B Preferred Stock then outstanding shall be entitled to receive, before any payment to the holders of Series A Preferred Stock and Common Stock, an amount per share equal to the greater of (i) two times the Series B Preferred Stock original issue price, plus any Series B Accruing Dividends unpaid thereon, or (ii) the amount per share of the Series B Preferred Stock which such holder of Series B Preferred Stock would receive if such holder had converted such shares of Series B Preferred Stock into Common Stock immediately prior to such event. If upon such event the assets available for distribution shall be insufficient to pay the holders of the shares of Series B Preferred Stock the full amount to which they shall be entitled, the holders of the shares of Series B Preferred Stock will have Ratable Participation. For the Series B Preferred Stock liquidation preference and price under a redemption, see Redemption of Preferred Stock .

In addition to the liquidation and redemption provisions, each share of the Series B Preferred Stock is convertible, at the option of the holder, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B original issue price plus any accrued or declared but unpaid dividends on each share, by the conversion price in effect at the time see Conversion Features of Redeemable Preferred Stock .

Due to the nature of the redemption feature and other provisions, the Company has classified the Series B Preferred Stock as temporary equity. The carrying value is being accreted to its redemption value over a period of five years.

Series C Cumulative Convertible Redeemable Preferred Stock

On December 30, 2011, the Company entered into an agreement for the sale of 2,876,041 shares of its Series C Preferred Stock for proceeds of approximately $7.8 million, of which approximately $5,570,000 was purchased by four holders of Series B Preferred Stock. Of the total proceeds received in December 2011, approximately $1,571,000 represented the issuance of 572,973 Series C Preferred shares in exchange for a convertible promissory note and interest thereon originally issued on May 31, 2011 to Energy Technology Ventures. On January 19, 2012, the Company sold an additional 4,420,566 shares of its Series C Preferred Stock for proceeds of approximately $11.8 million to substantially the same group of investors.

- 96 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The Series C Preferred Stock has cumulative dividend rights which are accrued at the per share rate of 8% for the first year following the date of issuance of the Series C Preferred Stock, (the “Original Issue Date”), 10% from the first anniversary date of the Original Issue Date to the day prior to the second anniversary of the Original Issue Date, and 12% from and after the third anniversary of the Original Issue Date. Dividends compound quarterly and are payable if, as and when declared by the Board of Directors or upon certain events (the “Series C Accruing Dividends”) based upon the original issue price of $2.741 per share. No dividends have been declared as of December 31, 2012 and 2013. Dividends in arrears as of December 31, 2012 and 2013 are approximately $1,682,000 and $3,966,000, respectively. In the case of any Liquidating Event, the holders of shares of Series C Preferred Stock then outstanding shall be entitled to receive, before any payment to the holders of Series A and Series B Preferred Stock and Common Stock, an amount per share equal to the greater of (i) two times the Series C Preferred Stock original issue price, plus any Series C Accruing Dividends unpaid thereon, or (ii) the amount per share of the Series C Preferred Stock which such holder of Series C Preferred Stock would receive if such holder had converted such shares of Series C Preferred into Common Stock immediately prior to such event. If upon such event the assets available for distribution shall be insufficient to pay the holders of the shares of Series C Preferred Stock the full amount to which they shall be entitled, the holders of the shares of Series C Preferred Stock shall share a Ratable Participation. For the Series C Preferred Stock liquidation preference and price under a redemption, see Redemption of Preferred Stock ..

In addition to the liquidation and redemption provisions, each share of the Series C Preferred Stock is convertible, at the option of the holder, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C original issue price plus any accrued or declared but unpaid dividends on each share, by the conversion price in effect at the time see Conversion Features of Redeemable Preferred Stock .

Due to the nature of the redemption feature and other provisions, the Company has classified the Series C Preferred Stock as temporary equity. The carrying value is being accreted to its redemption value over a period of five years.

Series C-1 Cumulative Convertible Redeemable Preferred Stock

On April 30, 2013, the Company executed the Series C-1 Preferred Stock and Warrant Purchase Agreement for the sale of 4,462,968 shares of its Series C-1 Preferred Stock at the per share price of $2.741 for net proceeds of $11.7 million. The Series C-1 Preferred Shares are substantially equivalent to the Series C Preferred Shares. For the Series C-1 Preferred Stock liquidation preference and price under a redemption see Redemption of Preferred Stock and Conversion Features of Redeemable Preferred Stock .

In addition to the Series C-1 Preferred shares, each Series C-1 investor received warrants to acquire Series C-1 and Series C Preferred Stock equal to 325,000 shares of Series C-1 Preferred Stock for each $1 million of investment and warrants to acquire 325,000 shares of Series C Preferred Stock for each $1 million of previous investment in Series C Preferred Stock, see Series C Preferred Stock Warrants and Series C-1 Preferred Stock Warrants .

No dividends have been declared as of December 31, 2013 and dividends in arrears as of December 31, 2013 are $827,000.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Redemption of Preferred Stock

The holders of at least 66 ⅔ percent of the then outstanding shares of Series C-1 Preferred Stock, Series C Preferred Stock and Series B Preferred Stock, voting together as a single class, may, by written notice, on or after April 30, 2018, require the Company to redeem either (a) all of the outstanding shares of Series C and Series C-1 Preferred Stock (a “Series C/C-1 Redemption”) or (b) all outstanding shares of Preferred Stock (a “Preferred Stock Redemption”). The redemption price for Series B Preferred Stock, Series C Preferred Stock, and Series C-1 Preferred Stock is a price per share of two times the issuance price plus accrued dividends. The Series A redemption price is the issuance price plus accrued dividends. If a redemption request is made, then the Company shall redeem either (i) in the case of a Series C/C-1 Redemption, all of the outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock, or (ii) in the case of a Preferred Stock Redemption, first, all outstanding shares of Series C Preferred Stock and Series C-1 Preferred Stock, second, all outstanding shares of Series B Preferred Stock, and third, all outstanding shares of Series A Preferred Stock, at per share amounts equal to the respective redemption amounts, in three equal annual installments commencing 60 days after the receipt of the redemption notice.

Conversion Features of Redeemable Preferred Stock

The conversion prices for the Series C-1 Preferred Stock, the Series C Preferred Stock, the Series B Preferred Stock, the Series A Preferred Stock, and the Series C-1 Preferred Stock, the Series C Preferred Stock and the Series A Preferred Stock underlying the respective Preferred Stock Warrants are subject to adjustment for stock splits and for certain dividends or other distributions payable on the Common Stock in additional shares of the Company.

The original issue price of the Series A Preferred Stock was $2.208 per share; however, as a result of the issuance of 1,578,976 shares of Series B Preferred Stock on October 15, 2009 and the issuance of 1,050,416 shares of Series B Preferred Stock on October 7, 2010, pursuant to the terms of the anti-dilution provisions set forth in the Company’s Amended and Restated Certificate of Incorporation, the conversion price of the Series A Preferred Stock was reduced to $1.028 per share. The conversion price adjustment provisions essentially reduce the conversion price as a function of the number of common shares outstanding before and after sales of preferred stock which are issued at a price per share less than the original issue price.

The Series B Preferred Stock has similar conversion price adjustment provisions. The conversion price of the Series B Preferred Stock is $0.552, which is the original issue price adjusted for the 10 to 1 stock split which was effective in May of 2010.

The Series C and Series C-1 Preferred Stock have optional conversion provisions by which, in the event of a Deemed Liquidating Event, generally defined as a merger or consolidation resulting in a transfer of at least a majority of the voting power of the Company’s shares of capital stock, or a Qualified Private Equity Financing, generally defined as the placement of capital shares in one transaction or a series of related transactions to new investors for gross proceeds of at least $10 million, the shares of Series C and Series C-1 Preferred Stock may be converted into Common Stock at the lesser of the current Series C and Series C-1 Conversion Price or 40% of the consideration per share of Common Stock to be received from Deemed Liquidating Event or Qualified Private Equity Financing (60% should the Qualified Private Equity Financing occur within one year of the Original Issue Date of the respective shares), as determined in good faith by the Board of Directors.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Embedded Derivatives 

In accordance with the provisions of ASC 815, the Company identified the conversion feature of the Company’s Series A, Series B and Series C cumulative convertible redeemable preferred stock as an embedded derivative which would be classified as a liability, with changes in fair value of the derivatives at each consolidated balance sheet date reflected in the Company’s consolidated results of operations.

The Company has computed the fair value of the embedded derivatives for the year ended December 31, 2012 using the following assumptions: a probability of an event negating the value of conversion of 12%, an expected volatility of 55%, a minimum time to redemption period of 3 years, no dividend yield and a risk free interest rate of 0.3%.

In connection with the issuance of the Series C-1 cumulative convertible preferred stock, the Company filed Amended and Restated Articles of Incorporation that, among other things, removed the condition that created the embedded derivative. As a result, in April 2013 the Company recognized a contribution to capital of the fair value of the embedded derivative of $2.3 million.

Series A Preferred Stock Warrants

At December 31, 2012 and 2013, the Company had outstanding warrants which entitle holders to purchase an aggregate of 46,311 shares of Series A Preferred Stock at an exercise price of approximately $22.08 per share. Of the total, 45,289 were issued in November 2006 and are exercisable through November 30, 2014 and 1,022 were issued August 2008 and are exercisable through August 5, 2015. The exercise price was based upon the per share price of previous sales of Series A Preferred Stock. These warrants are measured at fair value and are recorded as a liability of $506,000 and $831,000, respectively in the accompanying consolidated balance sheets.

Series C Preferred Stock Warrants

At December 31, 2012 and 2013, the Company had an outstanding warrant which entitles the holder to purchase an aggregate of 145,932 shares of Series C Preferred Stock at an exercise price of $2.741 per share through June 11, 2022. The warrant was issued in June 2012 in conjunction with the long-term borrowing (see Note 8). The warrant is measured at fair value and is recorded as a liability of $195,000 and $182,000 as of December 31, 2012 and 2013, respectively in the accompanying consolidated balance sheets.

At December 31, 2013, the Company had outstanding warrants issued in connection with the sale of Series C-1 Preferred Stock that entitle the holders to purchase an aggregate of 6,337,494 shares of Series C Preferred stock at an exercise price of $2.741 through April 2023. These warrants are measured at fair value and shown as a liability of $7,922,000 at December 31, 2013 in the accompanying consolidated balance sheet.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

C-1 Preferred Stock Warrants

At December 31, 2013, the Company had outstanding warrants issued in connection with the sale of Series C-1 Preferred Stock that entitle the holders to purchase an aggregate of 3,975,718 shares of Series C-1 Preferred stock at an exercise price of $2.741 through April 2023. These warrants are measured at fair value and are recorded, net of the subscription, as a liability of $4,970,000 at December 31, 2013 in the accompanying consolidated balance sheet.

Common Stock Warrants

The Company issued to a vendor a warrant to purchase 26,040 shares of the Company’s Common Stock for $2.208 per share through March 2012. In February 2012, this warrant was exercised for proceeds of $57,000. Management has determined the value of the service rendered to be nominal and no expense has been recorded within the consolidated statements of operations.

The Company has issued to a shareholder a warrant to acquire 31,031 shares of common stock pursuant to an agreement to settle a liability for services in the amount of approximately $170,000. In January 2012, this warrant was exercised.

The Company issued a warrant to acquire 25,000 shares of common stock at an exercise price of $2.74 in November 2013 in exchange for consulting services related to operations of the Company’s Russian subsidiary, OOO Glori Energy. No value has been assigned to this warrant as the value was determined to be insignificant.

NOTE 11 – INCOME TAXES

At December 31, 2012 and 2013, the Company has net operating loss (“NOL”) carry forwards for federal income tax reporting purposes of approximately $22.1 million and $31.4 million, respectively. The NOL carry forwards will begin to expire in the year 2025. At December 31, 2012 and 2013 the Company had tax credit carry forwards of approximately $248,000 and $367,000 that will begin to expire in 2027. The NOL carry forward has been reduced by approximately $5.4 million because management estimates such amount of the loss carry forwards will expire due to limitations from changes in control.

Income tax benefit for the periods presented differs from the U.S. Federal benefit calculated at the statutory income tax rate due to the following (in thousands):

	Year Ended December 31,
	2012			2013
Federal benefit at statutory income tax rate	$	(4,059	)	$	(3,607	)
R&D credits		-			(118	)
Non-deductible expenses (nontaxable income)		663			(17	)
State income taxes		(25	)		(19	)
Embedded derivative cancellation		-			797
Other permanent items		(67	)		-
Change in valuation allowance		3,488			2,964
Taxes on income	$	-		$	-

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The tax effects of temporary differences that give rise to significant portions of the Company’s net deferred tax assets at December 31, 2012 and 2013 are as follows (in thousands):

	December 31,
	2012			2013
Deferred tax assets:
Federal net operating loss carryforwards	$	7,702		$	10,737
Derivative liabilities		800			-
Deferred revenue		324			439
Research credits		248			367
Change in fair value of warrant liabilities		174			(29	)
Asset retirement obligation		78			104
Property and equipment		13			556
Allowance for doubtful accounts		-			27
Accrued expenses and other, net		49			151
		9,388			12,352
Less: valuation allowance		(9,388	)		(12,352	)
Deferred tax asset, net	$	-		$	-

The NOL carryforwards result in deferred tax assets for which a full valuation allowance has been established for financial reporting purposes because realization of a future tax deduction is deemed not more likely than not. Accordingly, no net deferred tax asset has been recorded in the accompanying consolidated balance sheets. Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income that can be offset by an NOL after a change in control (typically, a greater than 50% change in ownership) of a loss corporation. Generally, after a control change, loss corporations cannot deduct NOL carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the NOL carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods.

Management believes that the issuance of Series B Preferred Stock on October 15, 2009 has resulted in the Section 382 Limitation, and thereby the federal net operating loss carryovers have been reduced by the estimated effect.

The Company had no uncertain tax positions as of December 31, 2012. As of December 31, 2013, the Company had an uncertain tax position related to not filing Form 926 Return by a U.S. Transferor of Property to a Foreign Corporation in the amount of approximately $31,000, for the tax years 2010 and 2011. This form would have reported cash transfers to support the operations of its subsidiary Glori Oil S.R.L. The Company intends to amend these returns and believes any liability will be abated; accordingly, the Company has not recognized any liability in the accompanying consolidated financial statements. The Company does not expect a material change to the consolidated financial statements related to uncertain tax positions in the next 12 months.

At December 31, 2012 and 2013, the Company had NOLs in Canada of $720,000 and $267,000, respectively which will begin to expire in 2031. These net operating loss carryforwards result in deferred tax assets for which a full valuation allowance has been established for financial reporting purposes because realization of a future tax deduction is deemed not more likely than not.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 12 – EMPLOYEE RETIREMENT SAVINGS PLAN

The Company sponsors an employee retirement saving plan (the “401(k) Plan”) that is intended to qualify under Section 401(k) of the Internal Revenue Code. The 401(k) Plan is designed to provide eligible employees with an opportunity to make regular voluntary contributions into a long-term investment and saving program. There is no minimum age or service requirement to participate, and the Company may make discretionary matching contributions. For the years ended December 31, 2012 and 2013, the Company made no discretionary matching contributions.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company may be subject to legal proceedings and claims that arise in the ordinary course of business. The Company is not a party to any material litigation or proceedings and is not aware of any material litigation or proceedings, pending or threatened against it.

Commitments

The Company leases its Houston office, laboratory, and manufacturing facility and Gull Lake, Saskatchewan warehouse facility under operating leases. The Houston facility lease expires in May 2014 (see Note 15) is leased for $10,586 per month and the Saskatchewan warehouse is a month-to-month lease which rents for $1,000 per month and is cancellable with 30 days’ notice.

In April 2013, the Company entered into an additional office space lease agreement adjacent to the current office location in Houston Texas. The monthly rent is $8,250 and the lease expires in May 2014. In addition to the lease commitments, the Company also has various other commitments such as technology hardware and support and software commitments.

Approximate minimum future rental payments under these noncancellable operating leases as of December 31, 2013 are as follows (in thousands):

	Year Ending
	December 31,
2014	$	137
2015		4
2016		1
	$	142

Total rent expense for the years ended December 31, 2012 and 2013 was $181,000 and $265,000, respectively.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 14 – STOCK BASED COMPENSATION

Stock Incentive Plan

In September 2012, the Compensation Committee of the Board of Directors authorized the reservation and issuance of an additional 226,508 shares of Common Stock pursuant to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Plan”), increasing the total Common Stock available for issuance under the Plan to 5,680,248 as of December 31, 2012. Through unanimous consent of the Board of Directors, the reservation of an additional 1,156,690 shares of Common Stock were authorized in July 2013 and 648,514 in December 2013 increasing the total Common Shares to 7,485,452 available for issuance under the Plan as of December 31, 2013. These shares of Common Stock are available for issuance to officers, directors, employees and consultants of the Company. Options are typically issued at an exercise price equal to the fair market value of the Company’s Common Stock at the grant date, as determined by the Board of Directors. Generally, the options vest 25 percent after 1 year, and thereafter ratably by month over the next 36 months, and may be exercised for a period of 10 years subject to vesting. At December 31, 2012, the Company had 5,039,137 options to purchase shares outstanding under the Plan, of which 2,946,678 were exercisable. At December 31, 2013, the Company had 6,734,322 options to purchase shares outstanding under the Plan, of which 5,473,948 were exercisable.

The Company has computed the fair value of all options granted during the years ended December 31, 2012 and 2013, using the following assumptions:

	Year Ended December 31,
	2012			2013
Risk-free interest rate		0.87	%		2.23	%
Expected volatility		89	%		55	%
Expected dividend yield		-			-
Expected life (in years)		4.47			7.09
Expected forfeiture rate		-			-

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following tables summarize the activity of the Company’s Plan related to stock options:

						Weighted
				Weighted		average
				average		remaining
	Number			exercise		contractual
	of options			price per share		term (years)
Outstanding - January 1, 2012		4,215,248		$	0.35		8.4
Awarded		872,978		$	1.15
Forfeited or Expired (1)		(49,089	)	$	0.39
Outstanding as of December 31, 2012		5,039,137		$	0.49		7.7
Awarded		2,650,173		$	0.40
Exercised		(229,108	)	$	0.08
Forfeited or Expired (1)		(725,880	)	$	0.64
Oustanding as of December 31, 2013		6,734,322		$	0.28		7.7
Exercisable as of December 31, 2013		5,473,948		$	0.26		7.5

(1) Management considers the circumstances generating these forfeitures to be unusual and nonrecurring in nature; accordingly, no allowance for forfeitures of options to purchase shares has been considered in determining future vesting or expense.

The total intrinsic value of options exercised for the year ended December 31, 2013 was $74,000. The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2012 is $3,339,000 and $2,729,000, respectively. The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2013 is $782,000 and $768,000, respectively. The total fair value of options vested in fiscal years 2012 and 2013 was $223,000 and $818,000, respectively.

Stock-based compensation expense is included primarily in selling, general and administrative expense and was $291,000 and $774,000 for the years ended December 31, 2012 and 2013, respectively. The Company has future unrecognized compensation expense for nonvested shares at December 31, 2013 of $555,000 and a remaining weighted average vesting period of 2.2 years.

On June 4, 2013, the Compensation Committee of the Board of Directors approved the reduction in the exercise price from $1.15 per share to $.40 per share of approximately 1.8 million previously issued options. The effect of the reduction was included in compensation expense for the year ended December 31, 2013.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 15 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through March 20, 2014, the date the consolidated financial statements were available to be issued, and identified the following matters:

Management has undertaken the dissolution of Glori Oil S.R.L. and is awaiting confirmation on the effectiveness of the dissolution. During the years ended December 31, 2012 and 2013, the Company derived no revenue from this subsidiary and at December 31, 2013, the subsidiary had no assets. Management does not anticipate significant expenses for any remaining dissolution efforts.

On January 8, 2014, the Company executed a Merger and Share Exchange Agreement with Infinity Cross Border Acquisition Corporation (“Infinity Corp.” - a special purpose acquisition company or blank check company) which must be concluded by April 25, 2014. The business combination is considered a recapitalization of the Company, after which the current Glori shareholders will retain a substantial majority of both the voting interest and the Board of Directors. The Company’s current management will also be retained. 

Management estimates that the Company will receive at least $22.3 million dollars net of estimated expenses, subject to adjustment for various terms of the transaction and transaction costs. All of the Company’s common shares, preferred shares and warrants will be exchanged for approximately 23.6 million common shares of Infinity Corp., and accordingly, the Company will no longer have liabilities for the fair value of warrants and temporary equity currently reported in the accompanying consolidated balance sheets.

Infinity Corp. is publicly traded and is listed on NASDAQ. Upon consummation of the transaction, the name of the new entity will be Glori Energy Inc.

Related to this Merger and Share Exchange Agreement, between December 30, 2013 and January 2, 2014, the Company executed two agreements with unrelated parties to obtain an opinion with respect to the fairness of the transaction and for assistance with the proposed Merger and Share Exchange Agreement. Total fees for these two agreements are approximately $325,000, of which $200,000 is contingent upon consummation of the Merger and Share Exchange Agreement. The Company also previously executed an agreement with an affiliate of one of the Company’s preferred shareholders and directors to evaluate financing alternatives. This affiliated agreement will require fees of $400,000 contingent upon the consummation of the Merger and Share Exchange Agreement.

On February 21, 2014 the Company reached an agreement in principal with the landlord of the Company’s office, laboratory and warehouse space in Houston, Texas to extend the lease for an additional 36 months, at a comparable monthly rate.

On March 14, 2014, Glori Energy Production, a newly created subsidiary of Glori Holdings Inc., a subsidiary of the Company, acquired certain oil, gas and mineral leases in Wood County Texas (the “Coke Field Acquisition”) from Petro-Hunt L.L.C. for (i) $38 million in cash and a $2 million convertible note payable to the Seller and, subject to purchase price adjustments primarily for net revenues in excess of direct operating expenses of the property since January 1, 2014 through acquisition date, and (ii) the assumption of the asset retirement obligation related to plugging and abandoning the Coke Field Acquisition. Approximately $800,000 of the excess net revenue was realized at Closing by reducing the actual cash paid to Petro-Hunt LLC to $37.2 million, and further favorable adjustments are expected. The note payable to Petro-Hunt L.L.C. has a one year term bearing interest at 6% and is convertible into 250,000 common shares of Infinity Corp. at either party’s option upon consummation of the business combination with Infinity Corp.

The Company entered into two debt transactions and the sale of C-2 cumulative convertible redeemable preferred shares (“Series C-2 Preferred Stock”) and C-2 preferred share warrants to partially finance a portion of the $37.2 million cash portion of the acquisition. The debt financing consists of two notes of $18 million and $4 million which closed on March 14, 2014.

The $18 million note is a senior secured term loan facility secured by the assets of Glori Energy Production and has a three year term bearing interest at 11% and is payable in principal payments of $112,500 plus interest quarterly. The credit agreement requires additional quarterly principal payments, applied to the loan balance, of 50% of the excess cash flows, as defined, from the Coke Field Acquisition during the first year and 75% thereafter.

The $4 million note has a 2 year term bearing interest at 12% and is secured by the assets of the Company but is subordinate to exiting Company debt. The note must be liquidated within 60 days of consummation of the business combination with Infinity Corp., and Glori will incur a 10% existing pre-payment penalty.

In addition to the debt, effective March 13, 2014, Glori issued to current investors 1,842,028 shares of Series C-2 Preferred Stock and 1,640,924 Series C-2 preferred share warrants for gross proceeds of $5,049,000. The Series C-2 Preferred Stock has preference in liquidation but is otherwise substantially equivalent to the Series C Preferred Stock and Series C-1 Preferred Stock.

In connection with the execution of mutual releases, on March 19, 2014, the Company reimbursed $105,000 of certain expenses incurred by a third party related to a potential banking arrangement.

NOTE 16 – SUPPLEMENTAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES (Unaudited)

Reserve Quantity Information

For all years presented, the estimate of proved reserves and related valuations were based on reports prepared by the Company’s independent petroleum engineers.

Proved reserve estimates included herein conform to the definitions prescribed by the U.S. Securities and Exchange Commission. The estimates of proved reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price changes and other factors.

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Proved reserves are estimated quantities of crude oil, natural gas and natural gas liquids, which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under economic and operating conditions existing as of the end of each respective year. Proved developed reserves are those that are expected to be recovered through existing wells with existing equipment and operating methods.

Presented below is a summary of the changes in estimated proved reserves of the Company, all of which are located in the United States, for the years ended December 31, 2012 and 2013:

Quantities of Proved Reserves:

	Crude Oil
	(MMBls)
Proved Developed Reserves, January 1, 2012		160
Revisions of previous estimates (1)		(127	)
Purchase of minerals in place (2)		75
Production		(5	)
Proved Developed Reserves, December 31, 2012		103
Revisions of previous estimates (3)		(79	)
Production		(6	)
Proved Developed Reserves, December 31, 2013		18

1) The Etzold field was developed in phases. During 2011 only the initial phase was operating and thus the reserves for the second phase were based on the results achieved in the initial phase. These reserve estimates declined as of December 31, 2012 since the second phase production results were not as economically favorable as the initial phase.

2) In September 2012, the Company acquired a 100% working interest in a property adjacent to the Company’s previously leased property in Kansas, the Etzold Field.

3) Unfavorable production results on wells achieved in 2013 led to the Company’s decision to abandon the proved developed behind pipe reserves as recent results indicated these reserves would be uneconomic to produce.

Proved Developed and Undeveloped Reserves:

	Crude Oil
	(MMBls)
December 31, 2012
Proved developed reserves		103
Proved undeveloped reserves		-
Total		103
December 31, 2013
Proved developed reserves		18
Proved undeveloped reserves		-
Total		18

- 106 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Capitalized Costs Related to Oil and Gas Producing Activities

The following table presents the Company’s capitalized costs related to oil and gas producing activities at December 31, 2012 and 2013 (in thousands):

	December 31,
	2012			2013
Unproved properties	$	-		$	-
Proved properties		3,057			3,141
Total		3,057			3,141
Less - accumulated depreciation, depletion and amortization (1)		(103	)		(2,493	)
Net capitalized costs	$	2,954		$	648

(1) Accumulated depreciation, depletion and amortization includes the 2013 oil and gas property impairment of $2,190,000

Costs Incurred in Oil and Gas Producing Activities

The following table presents the net costs incurred in property acquisition, exploration and development activities for the years ended December 31, 2012 and 2013 (in thousands):

	Year Ended December 31,
	2012		2013
Acquisition of properties	$	139	$	-
Development		1,227		84
Total costs incurred	$	1,366	$	84

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GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Results of Operations from Oil and Gas Producing Activities

The following table presents the Company’s results of operations from oil and gas producing activities for the years ended December 31, 2012 and 2013 (in thousands):

	For the Year Ended
	December 31,
	2012			2013
Revenues from oil and gas producing activities	$	463		$	576
Production costs		528			475
State severance taxes		21			26
Impairment of oil and gas property		-			2,190
Depreciation, depletion and amortization		111			177
Total expenses		660			2,868
Pre-tax loss from producing activites		(197	)		(2,292	)
Income tax expense		-			-
Results of oil and gas producing activities	$	(197	)	$	(2,292	)

Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows relating to proved oil and gas reserves and the changes in standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves were prepared in accordance with ASC 932, Extractive Activities – Oil and Gas . Future cash inflows as of December 31, 2012 and 2013, were computed by applying average fiscal-year prices (calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month periods ended December 31, 2012 and 2013) to estimated future production. Future production and development costs are computed by estimating the expenditures to be incurred in developing and producing the proved oil and natural gas reserves at year-end, based on year-end costs and assuming the continuation of existing economic conditions.

- 108 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

Future income tax expense is calculated by applying appropriate year-end tax rates to future pretax net cash flows relating to proved oil and natural gas reserves, less the tax basis of the properties involved. Future income tax expense gives effect to permanent differences, tax credits and loss carry forwards relating to the proved oil and natural gas reserves. Future net cash flows are discounted at a rate of 10% annually to derive the standardized measure of discounted future net cash flows. This calculation does not necessarily result in an estimate of the fair value of the Company’s oil and gas properties.

Presented below is the standardized measure of discounted future net cash flows (in thousands):

December 31, 2012
Future cash inflows	$	9,087
Future production and development costs
Production		(5,203	)
Development		(721	)
Future cash flows before income taxes		3,163
Future income taxes		(225	)
Future net cash flows after income taxes		2,938
10% annual discount for estimated timing of cash flows		(1,150	)
Standardized measure of discounted future net cash flows	$	1,788
December 31, 2013
Future cash inflows	$	1,603
Future production and development costs
Production		(896	)
Development		-
Future cash flows before income taxes		707
Future income taxes		-
Future net cash flows after income taxes		707
10% annual discount for estimated timing of cash flows		(146	)
Standardized measure of discounted future net cash flows	$	561

- 109 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

The following reconciles the changes in the standardized measure of discounted future net cash flows (in thousands):

January 1, 2012	$	1,020
Changes from:
Sales, net of production costs		65
Net changes in prices and production costs		(1,233	)
Changes in estimated future development costs		(596	)
Development costs incurred during the year, previously estimated		1,031
Revisions to quantity estimates		(770	)
Accretion of discount		245
Purchases of reserves in place		1,351
Net changes in income taxes		(164	)
Changes in timing of cash flows and other		839
December 31, 2012	$	1,788
Changes from:
Sales, net of production costs		(101	)
Net changes in prices and production costs		(15	)
Changes in estimated future development costs		(655	)
Revisions to quantity estimates		(638	)
Accretion of discount		56
Net changes in income taxes		(65	)
Changes in timing of cash flows and other		191
Net decrease in standardized measure		(1,227	)
December 31, 2013	$	561

- 110 -

GLORI ENERGY INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

NOTE 17 – SELECTED QUARTERLY FINANCIAL RESULTS (Unaudited)

Summary data relating to the results of operations for the years ended December 31, 2013 and 2012 follows (in thousands, except per share data):

	Three Months ended
	March 31			June 30			September 30			December 31
Year ended December 31, 2013
Net revenues	$	724		$	935		$	775		$	785
Loss from operations		(2,028	)		(1,821	)		(1,766	)		(4,557	)
Net loss applicable to common stockholders		(4,945	)		(5,580	)		(4,904	)		(9,497	)
Net Loss per common share, basic and diluted 1	$	(1.60	)	$	(1.78	)	$	(1.49	)	$	(2.88	)
Weighted average shares outstanding, basic and diluted		3,087			3,127			3,295			3,295
Year ended December 31, 2012
Net revenues	$	482		$	657		$	383		$	659
Loss from operations		(1,534	)		(1,629	)		(1,818	)		(3,661	)
Net loss applicable to common stockholders		(4,046	)		(3,949	)		(4,402	)		(9,279	)
Net Loss per common share, basic and diluted 1	$	(1.33	)	$	(1.29	)	$	(1.44	)	$	(3.03	)
Weighted average shares outstanding, basic and diluted		3,042			3,066			3,066			3,066

¹ Quarterly loss per share is based on the weighted average number of shares outstanding during the quarter. Because of changes in the number of shares outstanding during the quarters, due to the excersise of stock options and issuance of commom stock, the sum of quarterly losses per share may not equal loss per share for the year.

- 111 -

2. Reference 2

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Glori Energy Inc.

We have audited the accompanying statements of revenues and direct operating expenses of the Coke Field Acquisition for the years ended December 31, 2012 and 2013. These financial statements are the responsibility of Glori Energy Inc.’s (the “Company”) management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the statements of revenues and direct operating expenses are free of material misstatement. We were not engaged to perform an audit of the Company’s or any other party’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1, the accompanying statements are prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission for inclusion in Glori Acquisition Corp.’s Registration Statement on Form S-4 and amendments thereto and are not intended to be a complete financial presentation.

In our opinion, the statements of revenues and direct operating expenses referred to above present fairly, in all material respects, the revenues and direct operating expenses of the Coke Field Acquisition, for the years ended December 31, 2012 and 2013.

/s/ GRANT THORNTON LLP

Houston, Texas

March 20, 2014

- 112 -

COKE FIELD ACQUISITION

STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

For years ended December 31, 2012 and 2013 (in thousands of US dollars)

	Year Ended
	December 31
	2012		2013
Revenues	$	15,962	$	16,162
Direct Operating Expenses		7,921		8,568
Severance Tax		740		753
Revenue in Excess of Direct Operating Expenses	$	7,301	$	6,841

- 113 -

COKE FIELD ACQUISITION

NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

1. Background and Basis of Presentation

On February 4, 2014, Glori Energy Inc. (the "Company"), signed an agreement to acquire the operating interests in oil and natural gas leaseholds in certain oil and natural gas leases, wells and equipment in the Coke and Quitman Fields in Wood County, Texas from Petro-Hunt, L.L.C. (the “Seller"). The total interests acquired from the Seller are collectively referred to herein as the "Coke Field Acquisition." The purchase consideration for the Coke Field Acquisition is $38 million in cash, the issuance of a $2 million convertible note payable to the Seller, and the assumption of the asset retirement obligation related to plugging and abandoning the Coke Field Acquisition, subject to certain adjustments primarily for net revenues in excess of direct operating expenses of the property since January 1, 2014 through the acquisition date of March 14, 2014.  Approximately $800,000 of the excess net revenues was realized at closing by reducing the actual cash paid to Petro-Hunt L.L.C. to $37.2 million, and further favorable adjustments are expected. At the option of the Company or the Seller, the $2 million note consideration for the Coke Field Acquisition may be converted into 250,000 shares of common stock upon consummation of the Company’s proposed business combination with Infinity Cross Border Acquisition Corporation.

The accompanying statements of revenues and direct operating expenses relate to the operations of the oil and natural gas properties acquired by the Company and were derived from the Seller’s accounting records. During the periods presented, the Coke Field Acquisition was not accounted for or operated as a consolidated entity or as a separate division by the Seller. Revenues and direct operating expenses for the Coke Field Acquisition included in the accompanying statements represent the net collective working and revenue interests to be acquired by the Company. The revenues and direct operating expenses presented herein relate only to the interests in the producing oil and natural gas properties which will be acquired and do not represent all of the oil and natural gas operations of the Seller. Direct operating expenses include lease operating expenses, workovers and production and other related taxes. General and administrative expenses, depreciation depletion and amortization (DD&A), accretion, and interest expense of oil and natural gas properties and federal and state taxes have been excluded from direct operating expenses in the accompanying statements of revenues and direct operating expenses because the allocation of certain expenses would be arbitrary and would not be indicative of what such costs would have been had the Coke Field Acquisition been operated as a stand-alone entity. Exploration expenses and dry hole costs are not applicable to this presentation. Full separate financial statements prepared in accordance with accounting principles generally accepted in the United States of America do not exist for the Coke Field Acquisition and are not practicable to prepare in these circumstances. The statements of revenues and direct operating expenses presented are not indicative of the financial condition or results of operations of the Coke Field Acquisition on a going forward basis due to changes in the business and the omission of various operating expenses.

2. Summary of Significant Accounting Policies

Use of Estimates – The preparation of statements of revenues and direct operating expenses requires management to make certain estimates and assumptions that affect the reported amounts of revenue and expenses during the reporting periods. Although these estimates are based on management’s best available knowledge of current and future events, actual results could be different from those estimates.

Revenue Recognition – Revenues are recognized for oil and natural gas sales under the sales method of accounting. Under this method, revenues are recognized on production as it is taken and delivered to the purchasers. The volumes sold may be less than the volumes to which the seller is entitled, based on the owner's net interest in the Coke Field Acquisition. These differences result from production imbalances, which are not significant, and are reflected as adjustments to proved reserves and future cash flows in the unaudited supplementary oil and natural gas information included herein.

Direct Operating Expenses – Direct operating expenses are recognized when incurred and consist of the direct expenses of operating the Coke Field Acquisition. The direct operating expenses include lease operating expenses, electricity, production, ad valorem taxes, transportation expenses, well work over costs and other field expenses. Lease operating expenses also include expenses directly associated with support personnel, support services, equipment, facilities and insurance directly related to oil and natural gas production activities of the business.

Costs Incurred – There were no additional acquisition costs, exploration costs or development costs during the periods presented in the statements of revenues and direct operating expenses.

3. Subsequent Events

Management has evaluated subsequent events through March 20, 2014, and has identified the following matter:

To finance the Coke Field Acquisition, among other things, Glori Energy Production Inc., the acquirer, borrowed $18 million on March 14, 2014 in the form of a senior secured term loan, secured by the property.  The remaining cash purchase price was contributed in cash by Glori Energy Inc.

- 114 -

COKE FIELD ACQUISITION

NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

4. Supplemental Oil and Natural Gas Information (unaudited)

Estimated Net Quantities of Oil and Natural Gas Reserves

The following unaudited supplemental reserve information summarizes the net proved reserves of oil and natural gas and the standardized measure thereof for each of the two years in the period ended December 31, 2013 attributable to the Coke Field Acquisition. All of the reserves are located in East Texas and were based upon reserve reports prepared by the Company for December 2012 and by William M. Cobb & Associates, Inc. for December 2013.

There are numerous uncertainties inherent in estimating quantities and values of proved reserves, in projecting future rates of production, and the amount and timing of development expenditures, including many factors beyond the property owner’s control. Reserve engineering is a subjective process of estimating the recovery from underground accumulations of oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation and judgment. Because all reserve estimates are to some degree subjective, the quantities of oil and natural gas that are ultimately recovered, production and operating costs, the amount and timing of future development expenditures, and future oil and natural gas sales prices may each differ from those assumed in these estimates. In addition, different reserve engineers may make different estimates of reserve quantities and cash flows based upon the same available data. The standardized measure shown below represents estimates only and should not be construed as the current market value of the estimated oil and natural gas reserves attributable to the Coke Field Acquisition. In this regard, the information set forth in the following tables includes revisions of reserve estimates attributable to proved properties included in the preceding year’s estimates. Such revisions reflect additional information from subsequent development activities, production history of the Coke Field Acquisition, and any adjustments in the projected economic life of such resulting from changes in product prices.

The following table sets forth certain data pertaining to transferred interests’ proved, proved developed, and proved undeveloped reserves for each of the two years in the period ended December 31, 2013.

Estimated quantities of proved domestic oil and natural gas reserves and changes in quantities of proved developed and undeveloped reserves in barrels (“Bbls”), thousand cubic feet (“Mcf”) and barrels of oil equivalent (“BOE”) in which six Mcf of natural gas equals one Bbl of oil were as follows:

Quantities of Proved Reserves

	Oil			Natural Gas			Total
	(MBbls)			(MMcf)			(MBOE)
December 31, 2011		2,353			1,179			2,549
Revisions		29			(142	)		5
Improved recovery		-			-			-
Purchases		-			-			-
Extensions and discoveries		-			-			-
Sales of minerals in place		-			-			-
Production		(189	)		(72	)		(201	)
December 31, 2012		2,193			965			2,353
Revisions(1)		(339	)		(462	)		(416	)
Improved recovery		-			-			-
Purchases		-			-			-
Extensions and discoveries		-			-			-
Sales of minerals in place		-			-			-
Production		(172	)		(102	)		(189	)
December 31, 2013		1,682			401			1,748
Proved developed reserves
December 31, 2012		1,673			965			1,833
December 31, 2013		1,682			401			1,748
Proved undeveloped reserves
December 31, 2012		520			-			520
December 31, 2013		-			-			-

(1) Proved reserves decreased from 2012 to 2013 as a result of a decrease in proved undeveloped reserve estimates.  The internal reserve report produced as of January 1, 2013 includes proved undeveloped reserves in the Sub-Clarksville unit which is not included in the January 1, 2014 third party report.

- 115 -

COKE FIELD ACQUISITION

NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

Discounted Future Net Cash Flows

A summary of discounted future net cash flows relating to proved crude oil and natural gas reserves is presented below (in thousands):

	December 31,
	2012			2013
Future cash inflows from production sold	$	192,718		$	152,620
Future production and development costs:
Future production costs		(103,487	)		(92,994	)
Future development costs		(6,672	)		-
Future cash inflows before income taxes		82,559			59,626
Future income taxes		(14,895	)		(6,869	)
Future net cash flows after income taxes		67,664			52,757
10% annual discount for estimated timing of cash flows		(34,672	)		(28,057	)
Standardized measure of discounted future cash flows	$	32,992		$	24,700

The discounted future net cash flows (discounted at 10%) from production of proved reserves was developed as follows:

1. An estimate was made of the quantity of proved reserves and the future periods in which they are expected to be produced based on year-end economic conditions.

2. In accordance with SEC guidelines, the engineers’ estimates of future net revenues from proved properties and the present value thereof for 2012 and 2013 are made using the twelve-month average of the first-day-of-the-month reference prices as adjusted for location and quality differentials.

3. The future gross revenue streams were reduced by estimated future operating costs (including production and ad valorem taxes) and future development and abandonment costs, all of which were based on current costs in effect at December 31 of the years presented and held constant throughout the life of the properties. Future income taxes were calculated by applying the statutory rates and allowances.

- 116 -

COKE FIELD ACQUISITION

NOTES TO THE STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

Changes in Discounted Future Net Cash Flows

A summary of the changes in the discounted future net cash flows applicable to proved crude oil and natural gas reserves are as follows (in thousands):

	Year Ended December 31,
	2012			2013
Beginning of period	$	37,098		$	32,992
Sales net of production costs		(7,301	)		(6,841	)
Net changes in prices and production costs		(2,589	)		(1,027	)
Changes in estimated future development costs		-			-
Development costs incurred during the year, previously estimated		-			-
Revisions to quantity estimates		88			(6,246	)
Accretion of discount		4,174			3,611
Purchases of reserves in place		-			-
Net changes in income tax		1,249			1,793
Changes in timing of cash flows and other		273			418
End of period	$	32,992		$	24,700

- 117 -

3. Reference 3

UNAUDITED CONDENSED COMBINED PRO FORMA FINANCIAL STATEMENTS

Selected Unaudited Condensed Combined Pro Forma Information

The unaudited condensed combined pro forma financial statements (referred to as the “pro forma financial statements”) combine the historical financial statements and operating results of Infinity Corp., Glori Energy Inc. and its subsidiaries and the Coke Field Assets to illustrate the effect of the Coke Field Acquisition and the Business Combination.

Pursuant to the terms and conditions of the Merger Agreement, Infinity Corp., the British Virgin Islands business company, will merge with and into Infinity Acquisition, its wholly owned Delaware subsidiary, with Infinity Acquisition surviving the merger.

Redomestication will occur prior to the Transaction Merger and there will be an exchange of equity instruments. Assuming no Public Shares are tendered pursuant to the Share Tender Offer, each of the 5,750,000 Public Shares then outstanding will be converted automatically into one substantially equivalent share of Common Stock. The 1,437,500 Founder Shares will be converted automatically into 1,437,500 shares of Common Stock.

It is anticipated that the Transaction Merger will be accounted for as a “reverse merger” and recapitalization since Glori’s shareholders will control the combined company immediately following the completion of the Business Combination. Glori believes that this transaction is contemplated by ASC 805-40-05-2, ASC 805-40-25-1 and ASC 805-40-30-1. In this case, the public company, Infinity Acquisition, is the legal acquirer, but the private company, Glori, will be the accounting acquirer. Infinity Corp.’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of Glori after the consummation of the Transaction Merger. Accordingly, the assets and liabilities and the historical operations that will be reflected in the financial statements will be those of Glori and will be recorded at the historical cost basis of Glori.  As such, Glori further believes that this transaction qualifies as a reverse merger, in that the owners of the private entity, Glori, will have control, both quantitatively and qualitatively, over the combined entity after the transaction, with the (minority) shareholders of the former public corporation continuing only as minority investors.

After the Transaction Merger, Glori will maintain its fiscal year end of December 31, as opposed to conforming to the fiscal year end of Infinity Acquisition of March 31; therefore the financial information to be included in the Form 8-K to be filed by Infinity Acquisition within four days of completing the Business Combination and in subsequent periodic reports may differ from the current presentation.

In addition, on March 14, 2014, the Coke Field Acquisition was closed. Pursuant to the Petro-Hunt Purchase Agreement, (1) Glori Holdings issued to Petro-Hunt an unsecured, subordinated convertible promissory note for $2.0 million and (2) Glori Energy Production Inc. paid to Petro-Hunt $37,204,396 in cash.

To finance part of the cash requirement in the Petro-Hunt Purchase Agreement, Glori entered into two debt transactions and the sale of C-2 cumulative convertible redeemable preferred shares (“Series C-2 Preferred Stock”) and C-2 preferred share warrants. The debt financing consists of two notes of $18 million and $4 million which closed on March 14, 2014. The $18 million note is a senior secured term loan facility secured by the assets of a subsidiary of Glori, Glori Energy Production, and has a three year term bearing interest at 11%. The $4 million note has a 2 year term bearing interest at 12% and is secured by the assets of Glori and is subordinate to exiting Glori debt. The note must be repaid within 60 days of consummation of the Business Combination and Glori will incur a 10% pre-payment penalty. In addition to the debt, effective March 13, 2014, Glori also issued to current investors 1,842,028 shares of Series C-2 Preferred Stock and 1,640,924 Series C-2 preferred share warrants for gross proceeds of $5,049,000.

The pro forma financial statements were based on and should be read in conjunction with:

· the accompanying notes to the unaudited pro forma financial statements;

· Infinity Corp.’s financial statements as of and for the nine months ended December 31, 2013 and as of and for the period beginning April 6, 2011 (date of inception) through March 31, 2013, and the notes relating thereto included elsewhere in this prospectus;

· Glori’s consolidated financial statements as of and for the years ended December 31, 2012 and 2013 and the notes relating thereto included elsewhere in this prospectus; and

· Statements of Revenues and Direct Operating Expenses of the Coke Field Acquisition for the years ended December 31, 2012 and 2013 and the notes relating thereto included elsewhere in this prospectus.

- 118 -

The unaudited condensed combined pro forma balance sheet (referred to as the “pro forma balance sheet”) combines the historical balance sheets for Infinity Corp. and Glori as of December 31, 2013. The adjustments made are shown as if the Coke Field Acquisition and the Business Combination occurred on the balance sheet date, December 31, 2013. Adjustments reflected in the unaudited pro forma consolidated balance sheet give effect to events that are directly attributable to these transactions and are factually supportable.

The unaudited condensed combined pro forma statement of operations (referred to as the “pro forma statement of operations”) for the year ended March 31, 2013 combines the historical statements of operations for Infinity Corp. for the year ended March 31, 2013 with Glori operating results for the year ended December 31, 2012. These pro forma statements of operations have been prepared assuming that the Coke Field Acquisition and the Business Combination had been completed as of the beginning of the fiscal year for each entity. Adjustments reflected in these pro forma statements of operations include those items that are directly attributable to these transactions, factually supportable and expected to have a continuing impact.

The unaudited condensed combined pro forma statement of operations for the nine months ended December 31, 2013 combines the historical statements of operations for Infinity Corp. for the nine months ended December 31, 2013 with Glori operating results for the nine months ended December 31, 2013. The Glori interim operating results were adjusted in order to provide nine month operating results from the nine months ended December 31, 2013 financial statements. This adjustment to the Glori operating results omits the three months ended March 31, 2013. These pro forma statements of operations have been prepared assuming that the Coke Field Acquisition and the Business Combination had been completed as of the beginning of the nine month period (April 1, 2013) and are presented in a similar manner. Adjustments reflected in these pro forma statements of operations include those items that are directly attributable to these transactions, factually supportable and expected to have a continuing impact.

The pro forma balance sheets as of December 31, 2013 have been prepared using two different levels of Public Share tenders by the Infinity Corp. as follows:

· Assuming No Tender of Public Shares: The presentation assumes that no Infinity Corp. Public Shares are tendered in the Share Tender Offer or Business Combination. With no tender of shares, the PIPE Investment requirement is 1,062,500 shares purchased for $8.5 million in cash or in kind, including debt instruments of no more than $2.0 million.

· Assuming Maximum Tender of Public Shares: This presentation assumes that an aggregate of 4,750,000 Public Shares are tendered pursuant to the Tender Offer and Business Combination. Such maximum number of Public Shares is referred to in this prospectus as the maximum tender. With a maximum tender of shares, the PIPE Investment requirement is 2,125,000 shares purchased for $17 million in cash or in kind, including debt instruments of no more than $2.0 million.

In connection with the business combination the Infinity Corp. warrants currently outstanding and currently reported as liabilities will be amended such that they will be classified as equity after the transaction.

The pro forma financial statements have been presented for informational purposes only and are not indicative of the operating results or financial position that would have occurred if the Coke Field Acquisition and the Business Combination had been consummated on the dates indicated, nor are they indicative of any future operating results or financial position of the combined business.

The Coke Field Acquisition and the Business Combination have not been consummated as of the date of the preparation of these pro forma financial statements and there can be no assurances that the Coke Field Acquisition or the Business Combination will be consummated. See “Risk Factors” for additional discussion of risk factors associated with the pro forma financial statements.

- 119 -

Infinity Cross Border Acquisition Corporation

Unaudited Condensed Combined Pro Forma Balance Sheet

Assuming No Tender of Ordinary Shares

As of December 31, 2013

(in thousands, except share and per share data)

										Glori Energy Inc.,
	Glori			Coke Field						and Infinity Corp.			Combined
	Energy			Acquisition			Infinity			Pro Forma			Pro
	Inc.			(1)			Corp.			Adjustments			Forma
ASSETS
Current assets:
Cash and cash equivalents		$ 20,867	(2)	$	(10,595	)	$	2	(7)		45,996		$	62,060
									(13)		(100	)
									(14)		(2,610	)
									(16)		6,500
									(6)		2,000
Accounts receivable, net of allowance for doubtful accounts of $80		307			-			-						307
Prepaid expenses and other current assets		71			-			3						74
Inventory		24			-			-						24
Restricted cash held in trust		-			-			45,996	(7)		(45,996	)		-
Total current assets		21,269			(10,595	)		46,001						62,465
Property and equipment, at cost, net of accumulated depreciation, depletion and amortization		2,810	(3)		39,953			-						42,763
Deferred offering costs		378			-			-						378
Deferred loan costs and other		162	(4)		440			-						602
Total assets	$	24,619		$	29,798		$	46,001					$	106,208
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	534		$	-		$	-					$	534
Deferred revenue		1,753			-			-						1,753
Accrued expenses		417			-			153						570
Deferred legal fees		-			-			100	(13)		(100	)		-
Warrant liabilities		13,905	(5)		2,051			6,342	(12)		(22,298	)		-
Current portion of long-term debt		3,499	(4)		450			-	(18)		4,000			7,949
Total current liabilities		20,108			2,501			6,595						10,806
Long-term liablities:
Long-term debt, less current portion		1,771	(4)		23,550			-	(18)		(4,000	)		21,321
Other long-term liabilities		449	(3)		749			-						1,198
Total long-term liabilities		2,220			24,299			-						22,519
Total liabilities		22,328			26,800			6,595						33,325
Commitments and contengencies
Temporary equity:
Infinity Corp. ordinary shares subject to possible redemption; 4,300,751 shares (at redemption value)		-			-			34,406	(8)		(34,406	)		-
Glori Energy Inc. Series A cumulative convertible redeemable preferred stock, $.0001 par value, 521,852 shares authorized; 475,541 shares issued and outstanding; stated at liquidation preference		13,762			-			-	(10)		(13,762	)		-
Glori Energy Inc. Series B cumulative convertible redeemable preferred stock, $.0001 par value; 2,901,052 shares authorized, issued and outstanding; stated at liquidation preference		31,900			-			-	(10)		(31,900	)		-
Glori Energy Inc. Series C cumulative convertible redeemable preferred stock, $.0001 par value; 13,780,033 shares authorized; 7,296,607 shares issued and outstanding; stated at liquidation preference		29,773			-			-	(10)		(29,773	)		-
Glori Energy Inc. Series C-1 cumulative convertible redeemable preferred stock, $.0001 par value; 8,836,718 shares authorized; 4,462,968 shares issued and outstanding; stated at liquidation preference		3,234			-			-	(10)		(3,234	)		-
Glori Energy Inc. Series C-2 cumulative convertible redeemable preferred stock, $.0001 par value; 3,482,952 shares authorized issued and outstanding; stated at liquidation preference		-	(5)		2,998			-	(10)		(2,998	)		-
Total temporary equity		78,669			2,998			34,406						-
Stockholders’ equity:
Pro forma warrants		-			-			-	(12)		6,342			6,342
Pro forma combined common stock; $0.001 par value; unlimited shares authorized; 31,934,557 shares issued and outstanding (20)		-			-			-	(15)		32			32
Infinity Corp. ordinary shares, no par value; unlimited shares authorized; 2,886,749 issued and outstanding (which excludes 4,300,751 shares subject to possible redemption)		-			-			-						-
Glori Energy Inc. common stock, $.0001 par value, 100,000,000 shares authorized; 3,295,771 shares issued and outstanding		1			-			-	(17)		(1	)		-
Additional paid-in capital		-						5,000	(8)		34,406			111,537
									(11)		47,706
									(12)		15,956
									(15)		(32	)
									(16)		6,500
									(17)		1
									(6)		2,000
									(19)		23,483
									(19)		(23,483	)
Accumulated deficit		(76,379	)		-			-	(10)		81,667			(45,028	)
									(11)		(47,706	)
									(14)		(2,610	)
Total stockholders’ equity		(76,378	)		-			5,000						72,883
Total liabilities, temporary equity and stockholders’ equity	$	24,619		$	29,798		$	46,001					$	106,208

- 120 -

Coke Field Acquisition Balance Sheet and Transaction

(1) Glori Energy Inc. has agreed to pay $37.204 million in cash for the Coke Field Acquisition and to incur a note payable to Petro-Hunt for $2 million which is convertible into 250,000 shares of common stock in the Business Combination upon consummation of the transaction at the option of Petro-Hunt or post-Business Combination management. Since the conversion is optional, the pro forma presentation shown above shows the Petro-Hunt note payable to remain outstanding. The Business Combination also requires Petro-Hunt to hold 250,000 shares upon consummation of the transaction through either contribution of the note in exchange for Common Stock or payment of $2 million for Common stock. If the note payable were to remain outstanding, as is shown, Petro-Hunt would be required to contribute $2 million for Common Stock also shown in the presentation above. Glori Energy Inc. obtained financing for the required cash portion of the transaction through two credit facilities, a senior secured loan facility of $18 million with 11% interest which will be funded net of a 2% origination fee of $360,000 and a subordinated $4 million credit facility with 12% interest which will be funded net of a 2% origination fee of $80,000. The $4 million subordinated loan is required to be paid off within 60 days upon consummation of the Business Combination with Infinity Corp. The cash required in the transaction was also funded by Glori Energy Inc.’s issuance of 1,842,028 C-2 preferred shares and 1,640,924 C-2 warrants. The remaining balance will be paid out of Glori Energy Inc.’s cash.

(2) The Coke Field Acquisition cash balance of a negative $10,595 million represents Glori Energy Inc.’s cash payment required in Coke Field Asset purchase. The balance is made up of the $39.204 million that Glori Energy Inc. agreed to pay in total for the Coke Field Assets less the $2 million in cash received from Petro-Hunt in the form of the convertible note payable, the $17.64 million net cash received from the $18 million note payable (the $18 million note payable is funded net of a $360,000 origination fee), the $3.92 million net cash received from the $4 million note payable (the $4 million note payable is funded net of an $80,000 origination fee) and the $5.049 million obtained through the issuance of the C-2 preferred shares and warrants.

(3) The Coke Field Acquisition Balance Sheet is composed of property and equipment in the amount of $39.953 million, which represents the $39.204 million purchase price of the acquisition and $749,000 related to the asset portion of the asset retirement obligation. The Coke Field Acquisition balance sheet is also made up of another long-term liability of $749,000 which represents the liability portion of the asset retirement obligation estimate (the plugging and abandonment liability) associated with the Coke Field Assets.

(4) The Coke Field Acquisition combined long-term and current debt balance of $24 million is comprised of the $18 million senior secured note payable, the $4 million subordinated note payable and the $2 million convertible Petro-Hunt note payable, $450,000 of which is current debt. The deferred loan costs of $440,000 represents the origination fee (expensed) portion of the debt. Both the $18 million and $4 million credit facilities were funded net of the origination fee. The $18 million note payable has a $360,000 fee and the $4 million note payable has an $80,000 fee.

(5)     The $5.049 million received for the C-2 preferred shares and warrants represents the 1,842,028 preferred shares and 1,640,924 warrants issuance which occurred in March 2014 to facilitate the financing of the Coke Field Assets. The $5.049 million cash value received was allocated, for pro forma purposes, by first assigning warrant value based on Glori’s valuation as of December 31, 2013 which resulted in a $1.25 price per warrant for the C and C-1 warrants. The remaining cash value was allocated to the series C-2 preferred shares. The C-2 preferred shares and warrants are substantially equivalent to the C and C-1 preferred shares and warrants.

Glori and Infinity Pro Forma Adjustments

(6)	The $2 million Pro forma adjustment is the equity amount in the Business Combination required to be held by Petro-Hunt. This portion represents 250,000 shares in the Business Combination and is Petro-Hunt’s portion of the PIPE Investment (the remaining portion of the PIPE Investment is included in footnote (16)). In the pro forma presentation above it is assumed that the optional $2 million Petro-Hunt note is not contributed in exchange for equity upon consummation of the transaction, which would also satisfy Petro-Hunts equity obligation.
(7)	To record the release of Infinity Corp.’s investment held in the trust account and reclassification of $46 million to cash that becomes available for Business Combination expenses, Transaction Merger consideration and operating expenses of the combined company following the Business Combination.
(8)	To reclassify amounts classified as ordinary shares subject to possible redemption (temporary equity) to ordinary shares (permanent equity).
(9)	Intentionally omitted
(10)	The Glori Energy Inc. preferred stock (temporary equity) will be transferred into the common stock of the Business Combination. The related par value adjustment is made in connection with the entire Business Combination par value adjustment in pro forma adjustment (15).
(11)	The Glori Energy Inc. historical additional paid in capital is reversed out of accumulated deficit to present it separately on the Business Combination balance sheet.
(12)	The Glori Energy Inc. preferred warrants are converted to the common stock of the Business Combination. The Infinity Corp. Warrants remain outstanding and are reclassed to equity.
(13)	To record payment of deferred legal fees.
(14)	To record the Business Combination’s total estimated merger costs of $2.61 million which include fees such as legal and accounting, consulting, valuation, administrative and other fees. The board of directors of each company considered the estimated merger costs in their evaluation of the business combination.

- 121 -

(15) To record par value of all business combination common shares outstanding. Par value of shares is $0.001 per share and there are 31,934,557 shares issued and outstanding.

(16)	To record PIPE investment of $6.5 million for 812,500 shares (excluding Petro-Hunt’s portion of the PIPE Investment of 250,000 shares which is included in the Coke Field Acquisition balance sheet column, see footnote (6)).
(17)	To reverse the par value for the Glori Enery Inc. common stock.

(18) To reclassify the $4 million note payable to current as it becomes payable upon consummation of the Business Combination within 60 days.

(19)° To reflect the beneficial conversion feature of the Series C, C-1 and C-2 preferred stock which is shown as a return of capital upon the consummation of the Business Combination.

Pro forma common stock

(20)  Pro forma combined ordinary shares equals the sum of (i) Infinity Corp. Founders Shares of 1,437,500 (ii) 5,750,000 ordinary shares held by Infinity Corp. after the Business Combination, (iii) underwriter UPO’s warrant conversion 100,000 shares, (iv) PIPE investment shares of 812,500 (excluding petro-Hunt’s portion of PIPE Investment) (v) PIPE investment shares of 250,000 (Petro-Hunt portion of PIPE Investment) and (vi) Glori Energy Inc. shares of 23,584,557.

Reconclilation of minimum balance requirement 

The Merger Agreement requires a $25 milllion minimum balance (in cash or in kind, including debt instruments). In the scenario above, the required balance is met as follows (in millions) :

PIPE Investment (Pro forma adjustment (16) above)	$	6.5
PIPE Investment, Petro-Hunt portion (Included in cash and additional paid in capital on the Coke Acquisition Balance Sheet, see footnotes (2) and (6) above)		2.0
Restricted cash held in trust of approximately $46.0 million (Pro forma adjustment (7) above)		46.0
Total cash received meets minimum $25 million requirement	$	54.5

- 122 -

Infinity Cross Border Acquisition Corporation

Unaudited Condensed Combined Pro Forma Balance Sheet

Assuming Maximum Tender of Ordinary Shares

As of December 31, 2013

(in thousands, except share and per share data)

										Glori Energy Inc.,
	Glori Energy			Coke Field						and Infinity Corp Pro Forma			Combined
	Inc .			Acquisition (1)			Infinity Corp.			Adjustments			Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$ 20,867	(2)	$	(10,595	)	$	2	(7)		45,996		$	32,560
									(9)		(38,000	)
									(13)		(100	)
									(14)		(2,610	)
									(16)		15,000
									(6)		2,000
Accounts receivable, net of allowance for doubtful accounts of $80		307			-			-						307
Prepaid expenses and other current assets		71			-			3						74
Inventory		24			-			-						24
Restricted cash held in trust		-						45,996	(7)		(45,996	)		-
Total current assets		21,269			(10,595	)		46,001						32,965
Property and equipment, at cost, net of accumulated depreciation, depletion and amortization		2,810	(3)		39,953			-						42,763
Deferred offering costs		378			-			-						378
Deferred loan costs and other		162	(4)		440			-						602
Total assets	$	24,619		$	29,798		$	46,001					$	76,708
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	534		$	-		$	-					$	534
Deferred revenue		1,753			-			-						1,753
Accrued expenses		417			-			153						570
Deferred legal fees		-			-			100	(13)		(100	)		-
Warrant liabilities		13,905	(5)		2,051			6,342	(12)		(22,298	)		-
Current portion of long-term debt		3,499	(4)		450			-	(18)		(4,000	)		7,949
Total current liabilities		20,108			2,501			6,595						10,806
Long-term liabilities:
Long-term debt, less current portion		1,771	(4)		23,550			-	(18)		(4,000	)		21,321
Other long-term liabilities		449	(3)		749			-						1,198
Total long-term liabilities		2,220			24,299			-						22,519
Total liabilities		22,328			26,800			6,595						33,325
Commitments and contingencies
Temporary equity:
Infinity Corp. ordinary shares subject to possible redemption; 4,300,751 shares (at redemption value)		-			-			34,406	(8)		(34,406	)		-
Glori Energy Inc. Series A cumulative convertible redeemable preferred stock, $.0001 par value, 521,852 shares authorized; 475,541 shares issued and outstanding; stated at liquidation preference		13,762			-			-	(10)		(13,762	)		-
Glori Energy Inc. Series B cumulative convertible redeemable preferred stock, $.0001 par value; 2,901,052 shares authorized, issued and outstanding; stated at liquidation preference		31,900			-			-	(10)		(31,900	)		-
Glori Energy Inc. Series C cumulative convertible redeemable preferred stock, $.0001 par value; 13,780,033 shares authorized; 7,296,607 shares issued and outstanding; stated at liquidation preference		29,773			-			-	(10)		(29,773	)		-
Glori Energy Inc. Series C-1 cumulative convertible redeemable preferred stock, $.0001 par value; 8,836,718 shares authorized; 4,462,968 shares issued and outstanding; stated at liquidation preference		3,234			-			-	(10)		(3,234	)		-
Glori Energy Inc. Series C-2 cumulative convertible redeemable preferred stock, $.0001 par value; 3,482,952 shares authorized issued and outstanding; stated at liquidation preference		-	(5)		2,998			-	(10)		(2,998	)		-
Total temporary equity		78,669			2,998			34,406						-
Stockholders’ equity:
Pro forma warrants		-			-			-	(12)		6,342			6,342
Pro forma common stock; $0.001 par value;  unlimited shares authorized; 28,247,057 shares issued and outstanding (20)		-			-			-	(15)		28			28
Infinity Corp. ordinary shares, no par value; unlimited shares authorized; 2,886,749 issued and outstanding (which excludes 4,300,751 shares subject to possible redemption)		-			-			-						-
Glori Energy Inc. common stock, $.0001 par value, 100,000,000 shares authorized; 3,295,771 shares issued and outstanding		1			-			-	(17)		(1	)		-
Additional paid-in capital		-						5,000	(8)		34,406			82,041
									(9)		(38,000	)
									(11)		47,706
									(12)		15,956
									(16)		15,000
									(15)		(28	)
									(17)		1
									(6)		2,000
									(19)		23,483
									(19)		(23,483	)
Accumulated deficit		(76,379	)		-			-	(10)		81,667			(45,028	)
									(11)		(47,706	)
									(14)		(2,610	)
Total stockholders’ equity		(76,378	)		-			5,000						43,383
Total liabilities, temporary equity and stockholders’ equity	$	24,619		$	29,798		$	46,001					$	76,708

- 123 -

Coke Field Acquisition Balance Sheet and Transaction

(1) Glori Energy Inc. has agreed to pay $37.204 million in cash for the Coke Field Acquisition and to incur a note payable to Petro-Hunt for $2 million which is convertible into 250,000 shares of common stock in the Business Combination upon consummation of the transaction at the option of Petro-Hunt or post-Business Combination management. Since the conversion is optional, the pro forma presentation shown above shows the Petro-Hunt note payable to remain outstanding. The Business Combination also requires Petro-Hunt to hold 250,000 shares upon consummation of the transaction through either contribution of the note in exchange for Common Stock or payment of $2 million for Common stock. If the note payable were to remain outstanding, as is shown, Petro-Hunt would be required to contribute $2 million for Common Stock also shown in the presentation above. Glori Energy Inc. obtained financing for the required cash portion of the transaction through two credit facilities, a senior secured loan facility of $18 million with 11% interest which will be funded net of a 2% origination fee of $360,000 and a subordinated $4 million credit facility with 12% interest which will be funded net of a 2% origination fee of $80,000. The $4 million subordinated loan is required to be paid off within 60 days upon consummation of the Business Combination with Infinity Corp. The cash required in the transaction was also funded by Glori Energy Inc.’s issuance of 1,842,028 C-2 preferred shares and 1,640,924 C-2 warrants. The remaining balance will be paid out of Glori Energy Inc.’s cash.

(2) The Coke Field Acquisition cash balance of a negative $10.595 million represents Glori Energy Inc.’s cash payment required in Coke Field Asset purchase. The balance is made up of the $39.204 million that Glori Energy Inc. agreed to pay in total for the Coke Field Assets less the $2 million in cash received from Petro-Hunt in the form of the convertible note payable, the $17.64 million net cash received from the $18 million note payable (the $18 million note payable is funded net of a $360,000 origination fee), the $3.92 million net cash received from the $4 million note payable (the $4 million note payable is funded net of an $80,000 origination fee) and the $5.049 million obtained through the issuance of the C-2 preferred shares and warrants.

(3) The Coke Field Acquisition Balance Sheet is composed of property and equipment in the amount of $39.953 million, which represents the $39.204 million purchase price of the acquisition and $749,000 related to the asset portion of the asset retirement obligation. The Coke Field Acquisition balance sheet is also made up of another long-term liability of $749,000 which represents the liability portion of the asset retirement obligation estimate (the plugging and abandonment liability) associated with the Coke Field Assets.

(4) The Coke Field Acquisition combined long-term and current debt balance of $24 million is comprised of the $18 million senior secured note payable, the $4 million subordinated note payable and the $2 million convertible Petro-Hunt note payable, $450,000 of which is current debt. The deferred loan costs of $440,000 represents the origination fee (expensed) portion of the debt. Both the $18 million and $4 million credit facilities were funded net of the origination fee. The $18 million note payable has a $360,000 fee and the $4 million note payable has an $80,000 fee.

(5) The $5.049 million received for the C-2 preferred shares and warrants represents the 1,842,028 preferred shares and 1,640,924 warrants issuance which occurred in March 2014 to facilitate the financing of the Coke Field Assets. The $5.049 million cash value received was allocated, for pro forma purposes, by first assigning warrant value based on Glori’s valuation as of December 31, 2013 which resulted in a $1.25 price per warrant for the C and C-1 warrants. The remaining cash value was allocated to the series C-2 preferred shares. The C-2 preferred shares and warrants are substantially equivalent to the C and C-1 preferred shares and warrants.

Glori and Infinity Pro Forma Adjustments

(6)

The $2 million Pro forma adjustment is the equity amount in the Business Combination required to be held by Petro-Hunt. This portion represents 250,000 shares in the Business Combination and is Petro-Hunt’s portion of the PIPE Investment (the remaining portion of the PIPE investment is included in footnote (16)). In the pro forma presentation above it is assumed that the optional $2 million Petro-Hunt note is not contributed in exchange for equity upon consummation of the transaction, which would also satisfy Petro-Hunts equity obligation.

(7)

To record the release of Infinity Corp’s investment held in the trust account and reclassification of $46 million to cash that becomes available for Business Combination expenses, Transaction Merger consideration, redemption of public shares and operating expenses of the combined company following the Business Combination.

(8) To reclassify amounts classified as ordinary shares subject to possible redemption (temporary equity) to ordinary shares (permanent equity).

(9) To record the payment of $38 million for the purchase of 4,750,000 shares of Infinity Corp. at $8.00 per share for the Ordinary Shares redeemed.

(10) The Glori Energy Inc. preferred stock (temporary equity) is transferred into the common stock of the Business Combination. The related par value adjustment is made in connection with the entire Business Combination par value adjustment in pro forma adjustment (15).

- 124 -

(11) The Glori Energy Inc. historical additional paid in capital is reversed out of accumulated deficit to present it separately on the Business Combination balance sheet.

(12) The Glori Energy Inc. preferred warrants are converted to the common stock of the Business Combination. The Infinity Corp. Warrants remain outstanding and are reclassed to equity.

(13) To record payment of deferred legal fees.

(14) To record the Business Combination’s total estimated merger costs of $2.61 million which include fees such as legal and accounting, consulting, valuation, administrative and other fees. The board of directors of each company considered the estimated merger costs in their evaluation of the business combination.

(15) To record par value of all business combination common shares outstanding. Par value of shares is $0.001 per share and there are 28,247,057 shares issued and outstanding.

(16) To record PIPE Investment of $15 million for 1,875,000 shares (Petro-Hunt’s portion of the PIPE Investment of 250,000 shares is included in the Coke Field Acquisition balance sheet column, see footnote (6)).

(17) To reverse the par value for the Glori Enery Inc. common stock.

(18) To reclassify the $4 million note payable to current as it becomes payable upon consummation of the Business Combination within 60 days.

(19) To reflect the beneficial conversion feature of the Series C, C-1 and C-2 preferred stock which is shown as a return of capital upon the consummation of the Business Combination.

Pro forma common stock

(20) Pro forma combined ordinary shares equals the sum of (i) Infinity Corp. founders shares of 1,437,500, (ii) 1,000,000 ordinary shares held by Infinity Corp. after the Business Combination (5,750,000 ordinary shares issued to Infinity Corp. less ordinary shares redeemed 4,750,000), (iii) underwriter UPO’s warrant conversion 100,000 shares, (iv) PIPE investment shares of 1,875,000 (v) PIPE investment shares of 250,000 (Petro-Hunt portion of the PIPE investment) and (vi) Glori Energy Inc. shares of 23,584,557.

Reconclilation of minimum balance requirement 

The Merger Agreement requires a $25 milllion minimum balance (in cash or in kind, including debt instruments). In the scenario above, the required balance is met as follows (in millions) :

PIPE Investment (Pro forma adjustment (16) above)	$	15.0
PIPE Investment, Petro-Hunt portion (Included in cash and additional paid in capital on the Coke Field Acquisition Balance Sheet, see footnotes (2) and (6) above)		2.0
Restricted cash held in trust of approximately $46.0 million (Pro forma adjustment (7) above) less $38.0 million through shares tendered (Pro forma adjustment (9) above)		8.0
Total cash received meets minimum $25 million requirement	$	25.0

- 125 -

Infinity Cross Border Acquisition Corporation

Unaudited Condensed Combined Pro Forma Statements of Operations

For the Year Ended March 31, 2013

(in thousands, except share and per share data)

	Glori											Glori Energy
	Energy			Coke Field					Coke Field			Inc. and			Pro Forma
	Inc. Year			Acquisition		Infinity Corp.			Acquisition Pro			Infinity Corp.			Combined
	Ended			Year Ended		Year Ended			Forma			Pro Forma			Financials Year
	December 31,			December 31,		March 31,			Adjustments			Adjustments			Ended March
	2012			2012		2013			(1)			(1)			31, 2013
Revenues:
Oil and gas revenue	$	463		$	15,962	$	-								$	16,425
Service revenue		1,718			-		-									1,718
Total revenues		2,181			15,962		-									18,143
Operating expenses:
Oil and gas operations		1,786			8,661		-									10,447
Service operations		2,115			-		-									2,115
Science and technology		1,459			-		-									1,459
Write-off of deferred offering costs		1,492			-		-									1,492
Selling, general and administrative		3,411			-		294									3,705
Depreciation, depletion and amortization		560			-		-	(4)		72						4,420
								(5)		3,788
Total operating expenses		10,823			8,661		294									23,638
(Loss) income from operations		(8,642	)		7,301		(294	)								(5,495	)
Other (expense) income:
Loss on change in fair value of derivative liabilities		(2,317	)		-		-				(2)		2,317			-
Loss on change in fair value of warrant liabilities		(506	)		-		(106	)			(3)		612			-
Interest expense		(480	)		-		-	(6)		(2,681	)					(3,161	)
Increase in fair value of trust fund		-			-		14									14
Gain on disposal of property and equipment and other		5			-		-									5
Total other expense, net		(3,298	)		-		(92	)								(3,142	)
Net (loss) income before taxes on income		(11,940	)		7,301		(386	)								(8,637	)
Taxes on income		-			-		-									-
Net (loss) income	$	(11,940	)	$	7,301	$	(386	)						(9)	$	(8,637	)
																No Tender			Maximum  Tender
Net loss attributable to ordinary shares not subject to possible redemption						$	(.16	)							$	(.27	)	$	(.31	)
Weighted average shares outstanding:
Basic							2,365,902									31,934,557	(7)		28,247,057	(8)
Diluted							2,365,902									31,934,557	(7)		28,247,057	(8)

- 126 -

(1)	The year ended pro forma statements of operations only reflect adjustments that would have occurred assuming the Business Combination was consummated as of the beginning of the fiscal year for each entity (Jan. 1, 2012 for Glori Energy Inc. and Coke Field Acquisition and April 1, 2012 for Infinity Corp.).
(2)	To remove Glori Energy Inc.’s loss on change in fair value of derivative liabilities. The Glori Energy Inc. derivatives were created by a redemption feature of the preferred stock. The Glori Energy Inc. derivatives do not exist in the Business Combination since the warrant holders, preferred stock holders and common stock holders exchanged all such Glori Energy Inc. interests for common stock in the business combination.
(3)	To remove Glori Energy Inc. and Infinity Corp.’s loss on change in fair value of warrant liabilities. The Glori Energy Inc. warrants do not exist in the Business Combination as the warrant holders, preferred stock holders and common stock holders exchanged all such Glori Energy Inc. interests for common stock in the Business Combination. The Infinity Corp. Warrants remain outstanding and the presentation is changed to equity with no resulting change in fair value.
(4)	To record the accretion of discount on the asset retirement obligation associated with the Coke Field Acquisition.
(5)	To record depletion on the Coke Field Acquisition. Depletion is based on the Coke Field Acquisition production for the year ended December 31, 2012 and Glori Energy Inc. internal reserves estimates on the Coke Field performed by Glori Energy Inc. petroleum engineers.
(6)	To record interest on the 6% interest rate $2 million note payable to Petro-Hunt, the 11% interest rate $18 million note payable secured by the Coke Field Assets and the $400,000 pre-payment penalty (10%) and $80,000 expense for deferred loan costs on the $4 million subordinated debt required to be paid within 60 days of the Business Combination consummation.
(7)	Basic and Diluted Weighted average shares outstanding were calculated as follows:

Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt’s portion of PIPE Investment)	812,500
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)	250,000
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
	31,934,557

The combined pro forma diluted EPS excludes 5,750,000 Public Warrants and 4,820,000 Insider Warrants from diluted EPS as the impact would be anti-dilutive.

(8) Basic and Diluted Weighted average shares outstanding were calculated as follows:

Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Less: Ordinary shares redeemed	(4,750,000	)
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt’s portion of PIPE Investment)	1,875,000
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE Investment)	250,000
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
	28,247,057

The combined pro forma diluted EPS excludes 5,750,000 Public Warrants and 4,820,000 Insider Warrants from diluted EPS as the impact would be anti-dilutive.

(9) The pro forma net income does not reflect any impact that will arise from the beneficial conversion feature of the Series C, C-1 and C-2 preferred shares as the impact occurs in conjunction with the Business Combination and is treated as a return of capital.  See the pro forma balance sheet for further detail.

- 127 -

Infinity Cross Border Acquisition Corporation

Unaudited Condensed Combined Pro Forma Statements of Operations

For the Nine Months December 31, 2013

(in thousands, except share and per share data)  

	Glori
	Energy														Pro Forma
	Inc. Nine			Coke Field								Glori Energy			Combined
	Months			Acquisition		Infinity			Coke Field			Inc. and			Financials
	Ended			Nine		Corp.			Acquisition			Infinity			Nine
	December			Months Ended		Nine Months			Pro			Corp.			Months
	31,			December 31,		Ended			Forma			Pro Forma			Ended
	2013			2013		December 31,			Adjustments			Adjustments			December 31,
	(9)			(9)		2013			(1)			(1)			2013
Revenues:
Oil and gas revenues	$	469		$	12,578	$	-								$	13,047
Service revenues		2,026			-		-									2,026
Total revenues		2,495			12,578		-									15,073
Operating expenses:
Oil and gas operations		1,653			7,598		-									9,251
Service operations		1,710			-		-									1,710
Science and technology		1,315			-		-									1,315
Write-off of deferred offering costs		126														126
Impairment of oil and gas property		2,190														2,190
Selling, general and administrative		3,212			-		415									3,627
Depreciation, depletion and amortization		433			-		-	(3)		60						3,516
								(4)		3,023
Total operating expenses		10,639			7,598		415									21,735
(Loss) income from operations		(8,144	)		4,980		(415	)								(6,662	)
Other income (expense):
Gain (loss) on change in fair value of warrant liabilities		592			-		(317	)			(2)		(275	)		-
Interest expense		(694	)		-		-	(5)		(2,136	)					(2,830	)
Decrease in fair value of trust fund		-			-		(18	)								(18	)
Loss on disposal of property and equipment and other		(55	)		-		-									(55	)
Total other expense, net		(157	)		-		(335	)								(2,903	)
Net (loss) income before taxes on income		(8,301	)		4,980		(750	)								(9,565	)
Taxes on income		-			-		-									-
Net (loss) income	$	(8,301	)	$	4,980	$	(750	)					(8	)	$	(9,565	)
																No Tender			Maximum Tender
Net loss attributable to ordinary shares not subject to possible redemption						$	(.26	)							$	(.30	)	$	(.34	)
Weighted average shares outstanding:
Basic							2,845,144									31,934,557	(6)		28,247,057	(7)
Diluted							2,845,144									31,934,557	(6)		28,247,057	(7)

(1)	The nine months ended pro forma statements of operations only reflect adjustments that would have occurred assuming the Business Combination was consummated as of the beginning of the nine month period (April 1, 2013).
(2)	To remove Glori Energy Inc.’s gain on change in fair value of warrant liabilities and Infinity Corp.’s loss on change in fair value of warrant liabilities. The Glori Energy Inc. warrants do not exist in the Business Combination as the warrant holders, preferred stock holders and common stock holders exchanged all such Glori Energy Inc. interests for common stock in the Business Combination. The Infinity Corp. Warrants remain outstanding and the presentation is changed to equity with no resulting change in fair value.
(3)	To record the accretion of discount on the asset retirement obligation associated with the Coke Field Acquisition.
(4)	To record depletion on the Coke Field Acquisition. Depletion is based on the Coke Field Acquisition production for the nine months ended December 31, 2013 and Glori Energy Inc. internal reserves estimates on the Coke Field performed by Glori Energy Inc. petroleum engineers.
(5)	To record interest on the 6% interest rate $2 million note payable to Petro-Hunt, the 11% interest rate $18 million note payable secured by the Coke Field Assets and the $400,000 pre-payment penalty (10%) and $80,000 expense of deferred loan costs on the $4 million subordinated debt required to be paid within 60 days of the Business Combination consummation.

(6) Basic and Diluted Weighted average shares outstanding were calculated as follows:

Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt PIPE Investment)	812,500
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE investment)	250,000
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
	31,934,557

The combined pro forma diluted EPS 5,750,000 Public Warrants and 4,820,000 Insider Warrants from diluted EPS as the impact would be anti-dilutive.

(7) Basic and Diluted Weighted average shares outstanding were calculated as follows:

- 128 -

Ordinary shares issued to Infinity Corp. founder shareholders	1,437,500
Ordinary shares issued to Infinity Corp. shareholders	5,750,000
Less: Ordinary shares redeemed	(4,750,000	)
Ordinary shares issued underwriter for UPO warrant conversion	100,000
Ordinary shares issued for PIPE Investment (excluding Petro-Hunt PIPE Investment)	1,875,000
Ordinary shares issued for PIPE Investment (Petro-Hunt portion of PIPE investment)	250,000
Ordinary shares issued to Glori Energy Inc. shareholders	23,584,557
	28,247,057

The combined pro forma diluted EPS excludes 5,750,000 Public Warrants and 4,820,000 Insider Warrants from diluted EPS as the impact would be anti-dilutive.

(8)

The pro forma net income does not reflect any impact that will arise from the beneficial conversion feature of the Series C, C-1 and C-2 preferred shares as the impact occurs in conjunction with the Business Combination and is treated as a return of capital. See the pro forma balance sheet for further detail.

(9)

The below tables show the three month ended March 31, 2013 and year ended December 31, 2013 operating results for Glori Energy Inc. and the revenues and direct operating results for the Coke Field Acquisition. This information was used to compute the nine months ended December 31, 2013 operating results for Glori Energy Inc. and the nine months ended December 31, 2013 revenues and direct operating expenses for the Coke Field Acquisition shown in the first two columns in table above which conforms to the reporting period used by Infinity Corp. and in the pro forma combined financial statements.

- 129 -

	Glori Energy			Glori Energy			Glori Energy
	Inc. Year			Inc.			Inc. Nine
	Ended			Three Months			Months Ended
	December 31,			Ended March 31,			December 31,
	2013			2013			2013*
Revenues:
Oil revenues	$	576		$	107		$	469
Service revenues		2,643			617			2,026
Total revenues		3,219			724			2,495
Operating expenses:
Oil operations		2,230			577			1,653
Service operations		2,281			571			1,710
Science and technology		1,682			367			1,315
Write-off of deferred offering costs		126			-			126
Impairment of oil and gas property		2,190						2,190
Selling, general and administrative		4,279			1,067			3,212
Depreciation, depletion and amortization		603			170			433
Total operating expenses		13,391			2,752			10,639
Loss from operations		(10,172	)		(2,028	)		(8,144	)
Other income (expense):
Gain on change in fair value of warrant liabilities		592			-			592
Interest expense		(959	)		(265	)		(694	)
Loss on disposal of property and equipment and other		(70	)		(15	)		(55	)
Total other expense		(437	)		(280	)		(157	)
Net loss before taxes on income		(10,609	)		(2,308	)		(8,301	)
Taxes on income		-			-			-
Net loss	$	(10,609	)	$	(2,308	)	$	(8,301	)

*The Glori Energy Inc. nine months ended December 31, 2013 operating results were calculated by subtracting the three months operating results from the year ended December 31, 2013 operating results shown above. 

	Coke Field				Coke Field
	Acquisition Year		Coke Field		Acquisition Nine
	Ended		Acquisition Three		Months Ended
	December 31,		Months Ended		December 31,
	2013		March 31, 2013		2013*
Revenues	$	16,162	$	3,584	$	12,578
Direct operating expenses		8,568		1,556		7,012
Severance tax		753		167		586
Revenue in excess of direct operating expenses	$	6,841	$	1,861	$	4,980

*The Coke Field Acquisition nine months ended December 31, 2013 operating results were calculated by subtracting the three months operating results from the year ended December 31, 2013 operating results shown above.

- 130 -

EX-99.6

GLORI ENERGY INC.

AND INFINITY CROSS BORDER ACQUISITION CORPORATION

ANNOUNCE COMPLETION OF MERGER AND PRIVATE PLACEMENT

HOUSTON, DALLAS and TEL AVIV, April 14, 2014 – Glori Energy Inc. (“Glori”), an energy technology company, and Infinity Cross Border Acquisition Corporation (Nasdaq: INXB) (“Infinity”), a special purpose acquisition company, announced today that they have completed the merger and share exchange agreement (the “Merger Agreement”) first announced on January 8, 2014, and a simultaneous private placement led by Infinity Group and Hicks Equity Partners LLC (“Hicks”). Commencing April 15, 2014, shares and warrants of Glori will be publicly listed on the Nasdaq Capital Market under the ticker symbols GLRI and GLRIW, respectively.

Stuart Page, CEO of Glori, said: “We are pleased to have completed this important step in Glori’s long-term growth strategy. The transaction provides us with the funds and access to capital needed to execute on our objective of acquiring oil producing properties and we are excited to now be a publicly traded company.”

Gross proceeds to the merged entity as a result of the foregoing transactions (including conversion of promissory notes into shares) totaled $35.7 million, before the payment of related expenses but after payments pursuant to the Share Tender Offer. In the private placement, which was completed simultaneously with the closing of the merger, Hicks, Infinity Group and other investors purchased approximately $8.5 million of Glori’s common stock and investors have the option to purchase up to an additional $16.5 million of Glori’s common stock in 11 business days after the closing of the merger.

Mark Chess, managing director of Infinity and now a director of Glori, said: "We are happy to be investing in Glori along with Hicks. We appreciate Stuart’s leadership and are excited about the company’s growth prospects. We believe the funds that Glori receives in connection with this transaction will enable it to acquire oil assets well suited for deployment of its technology. With the maximization of the value of acquired assets through the use of AERO, we expect to achieve rapid growth of the company.”

Thomas O. Hicks, chairman and CEO of Hicks Equity and now a director of Glori, said: “Glori has a very exciting future as a publicly traded company. We are delighted to support Stuart Page and his management team as they capitalize on the company’s many attractive growth opportunities.”

Infinity also announced the expiration and final results of the tender offer to purchase up to 4,750,000 of its ordinary shares at a price of $8.00 per share, net to the seller in cash (the “Share Tender Offer”). The Share Tender Offer expired at 5:00 p.m., New York City time, on April 11, 2014. As of the expiration of the Share Tender Offer, a total of 2,351,533 ordinary shares have been validly tendered and not withdrawn. Payment for shares tendered has already been deducted from the gross proceeds to the merged entity.

Infinity also announced the expiration and final results of the tender offer conducted by certain of Infinity’s sponsors (the “Purchasers”) to purchase up to 5,750,000 of Infinity’s warrants to purchase ordinary shares at a price of $0.60 per warrant, net to the seller in cash (the “Warrant Tender Offer”). The Warrant Tender Offer expired at 5:00 p.m., New York City time, on April 11, 2014. As of the expiration of the Warrant Tender Offer, a total of 7,100 warrants have been validly tendered and not withdrawn. The remaining warrants are exercisable at $10.00 per share.

ABOUT GLORI ENERGY INC. 

Based in Houston, Texas, Glori Energy Inc. is a technology focused energy company that applies its proprietary AERO^TM System to oil fields in order to increase the amount of oil that can be economically recovered. Two-thirds of all oil discovered in a typical reservoir is unrecoverable using conventional production technology. Glori's microbial technology stimulates a reservoir’s native microorganisms to improve the recoverability of this trapped oil. Glori provides its AERO System as a service to third party E&P companies, and also uses its technology to increase oil production in fields that it acquires and redevelops in the United States.For more information visit: www.GloriEnergy.com.

ABOUT INFINITY CROSS BORDER ACQUISITION CORPORATION

Infinity Cross Border Acquisition Corp. (Nasdaq: INXB) was a blank check company co-sponsored by Infinity Group and Hicks Equity. Infinity Corp. consummated 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 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 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 expectations are not realized; the ability to 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 transaction, are more fully discussed in Glori’s filings with the Securities and Exchange Commission. Glori undertakes no obligation to update any forward-looking statements contained herein to reflect events or circumstances, which arise after the date of this release except as required by law. 

###

Contacts:

Glori Energy

Meredith Frazier

BIGfish Communications

(617) 713-3800

Glori@BIGfishMarket.com

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

EX-99.7

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

Sent via electronic delivery (una.hahn@nasdaqomx.com)

March 26, 2014

Una Hahn

The NASDAQ OMX Group

805 Kings Farm Boulevard

Rockville, MD 20850

Re: Infinity Cross Border Acquisition Corporation (Symbol: INXB)

Dear Ms. Hahn:

Thank you for the opportunity to demonstrate Infinity Cross Border Acquisition Corporation’s (“we,” “our,” “Infinity ” or the “Company”) ability to regain and maintain compliance with the minimum 300 round lot public holders requirement for continued listing set forth in Listing Rule 5550(a)(3). We have set forth below our Plan of Compliance, in which we address the events leading to our deficiency, the manner in which we are addressing the deficiency and the specific timeline within which we intend cure the deficiency.

Summary of Events Leading to Deficiency

Company History

We were formed in April 2011 pursuant to the laws of the British Virgin Islands business for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or entities. All of our activities through July 25, 2012 related to our formation and our initial public offering (“IPO”). On July 25, 2012, we consummated our offering of 5,000,000 units (the “Units”), each unit (a “Unit”) consisting of one ordinary share, no par value per share (the “Ordinary Shares”), and a warrant (a “Warrant”) to purchase one Ordinary Share, pursuant to the registration statement on Form S-1 as amended on Form F-1 (File No. 333-173575) (the “Registration Statement”) which was declared effective on July 19, 2012. The Units were sold at an offering price of $8.00 per unit, generating gross proceeds of $40,000,000. The underwriters of the IPO were granted an option to purchase up to an additional 750,000 Units to cover over-allotments, if any. On July 26, 2012, the underwriters exercised the option in full and, on July 27, 2012, the underwriters purchased all of the over-allotment Units, which were sold at an offering price of $8.00 per Unit, generating gross proceeds of $6,000,000. Simultaneously with the closing of the offering and the closing of the over-allotment, the Company closed a private placement (the “Private Placement”) where it sold an aggregate of 4,381,818 Warrants to the Company’s sponsors and IPO underwriters. Of the proceeds from the IPO, the sale of the over-allotment Units and the Private Placement, a total of $46,000,000 (or $8.00 per public share) was initially placed in a trust account established for the benefit of the Company’s public shareholders. From the consummation of our IPO until January 8, 2014, we had been investigating prospective target businesses with which to consummate our initial business combination.

Una Hahn

March 26, 2014

Page 2 of 4

On July 20, 2012, our Units commenced trading on the Nasdaq Capital Market under the symbol INXBU. On September 20, 2012, our Units were separated and our ordinary shares and warrants began to trade on the Nasdaq Capital Market under the symbols INXB and INXBW, respectively.

On January 8, 2014, we, Glori Acquisition Corp., our wholly owned subsidiary (“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, and Glori Energy Inc., a Delaware corporation (“Glori”), entered into a Merger and Share Exchange Agreement, as amended on February 20, 2014 (the “Merger Agreement”). Pursuant to the Merger Agreement, we 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, our outstanding equity securities will be cancelled and the holders of our equity securities 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 23,584,557 shares of common stock of Infinity Acquisition, subject to the amount withheld for escrow.

Glori is a technology focused energy company that deploys its proprietary biotechnology to facilitate the secondary production of oil at less than $10 per barrel. Only one third of discovered oil is typically recovered during the life of an oilfield, as recovery of the remaining two thirds of oil is not economically viable with current technology. By activating in-situ microbiology within the reservoir, Glori can efficiently produce a portion of this remaining oil. Glori acquires, owns and operates mature oilfields into which it applies its AERO System technology and additionally is deploying its technology in a range of different geographies and geologies for E&P clients. 

On January 10, 2014, we commenced a tender offer pursuant to our organizational documents (the “Tender Offer”) in connection with the Business Combination. In the Tender Offer, we have offered to purchase up to 4,750,000 shares of our issued and outstanding common stock for $8.00 per share. Our board of directors formally recommended that our shareholders not tender their shares to the Company in the Offer. The Offer is set to expire on April 10, 2014, subject to any further extensions.

Shareholder Details

Our IPO underwriters indicated to us that there were 300 round lot holders upon the consummation of the IPO. On February 21, 2014, pursuant to your request, we sent you NOBO and Mediant lists of our beneficial shareholders as of February 11, 2014. We subsequently advised you that we received a report of registered holders from Continental Stock Transfer and Trust Company, our transfer agent. These reports indicated that we had an aggregate of 154 round lot holders of our ordinary shares.

Una Hahn

March 26, 2014

Page 3 of 4

Plan of Compliance

In order to continue listing our shares on the Nasdaq Capital Market, we must achieve and maintain a shareholder base of 300 round lot holders pursuant to Listing Rule 5550(a)(3). We believe, for the reasons set forth below, that we will regain compliance with this rule in the near future.

First, as noted above, in connection with the Business Combination, Glori’s outstanding shares and warrants will be cancelled in exchange for the right to receive our shares. Glori has advised us that they have approximately twenty-seven shareholders and warrantholders, who will all become Infinity shareholders in connection with the Business Combination. Accordingly, upon the consummation of the Business Combination, which we anticipate will be consummated in mid-April, our shareholder base will immediately increase by a minimum of twenty-seven shareholders. Furthermore, we have been advised by Glori that certain of its existing investment fund shareholders intend to distribute or cause to be distributed a portion of the shares they receive from Infinity in the Business Combination to their limited partners or other affiliates. Glori expects that such allocations will add between sixty to one hundred new shareholders for the combined company.

Second, on January 7, 2014, Infinity and Infinity Acquisition entered into a share purchase agreement with certain investors who agreed to purchase between $8.5 million and $25.0 million of shares of Infinity Acquisition (the “PIPE Investment”). The PIPE Investment will be consummated simultaneously with the closing of the Business Combination. Approximately twenty persons (fifteen of whom are not existing shareholders) will be purchasing shares in the PIPE Investment. Accordingly, upon the consummation of the PIPE Investment, our shareholder base will increase by an additional fifteen shareholders.

Third, in connection with the Tender Offer, we and our financial advisors (including Maxim Group, RW Baird and EarlyBirdCapital, Inc.) have commenced marketing the Business Combination to existing and new potential investors once we have filed an updated registration statement and investor presentation with the SEC. We and our financial advisors have and will conduct dozens of meetings with interested fundamental gas and oil investors as well as to a number of interested energy technology and oil and gas institutional investors and large and mid-market investment banks. We expect that these meetings will result in significant investor interest in our shares and that these investors will immediately start purchasing shares from existing investors, thereby increasing our shareholder base.

Fourth, in the event we need to further augment our shareholder base, we will confer with our financial advisers about conducting a significant equity financing after the consummation of the Business Combination, which we would expect to contain a retail shareholder component. We expect such financing will allow us to further broaden our shareholder base to the required level.

Proposed Timeline to Cure Deficiency

Our goal is to meet the 300 round lot holder requirement as soon as possible, but no later than August 24, 2014 (the maximum time allowed under the Nasdaq rules and regulations). This timetable would also give us sufficient time to market the Business Combination, consummate the Business Combination and the PIPE Investment, and, if necessary, secure the follow-on equity financing discussed above.

Una Hahn

March 26, 2014

Page 4 of 4

Conclusion

We respectfully request an extension for the maximum time permissible under the listing rules to regain compliance. We believe the Plan of Compliance described above will enable us to regain compliance with the round lot holder requirement. We thank the Staff in advance for its consideration of the Plan of Compliance. Should you have any questions concerning the foregoing, please contact our counsel, Stuart Neuhauser, Esq. or Joshua Englard, Esq. at (212) 370-1300.

Sincerely,

/s/ Mark Chess

Mark Chess

Executive Vice President