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.


 






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“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.


 






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“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.


 






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“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.


 






    	11



    	 



    

 


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;


  






    	12



    	 



    

 


(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;


 






    	13



    	 



    

 


(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.


 






    	14



    	 



    

 


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.


 






    	15



    	 



    

 


(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.


 






    	16



    	 



    

 


(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.


 






    	17



    	 



    

 


(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.


 






    	18



    	 



    

 


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]


 




    	19



    	 



    

 


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.