Execution version


 


LOCK-UP AGREEMENT


 





THIS LOCK-UP AGREEMENT
(this “Agreement”) is made as of the 14th day of April, 2014 (the “Effective Date”) by and
among Glori Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Company”),
Glori Energy Technology Inc. (f/k/a 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.


 


1.1           Each
Restricted Holder hereby agrees not to, during the period commencing from the Closing and ending on the earlier of (a) the
one (1) year anniversary of the Closing or (b) the date on which the Company consummates an Exit Event (as defined below)
(the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any Subject Shares, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subject Shares,
or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i),
(ii), or (iii) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise (any of the foregoing
described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). In addition, each Restricted Holder agrees
that such Restricted Holder will not, during the Lock-Up Period, make any demand for 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.


 


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


 




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1.3           Notwithstanding
Sections 1.1 and 1.2, if:


 










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


 


(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.


 


3.1           Assignment.
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.


 


3.2           Other
Agreements. Nothing in this Agreement shall limit any of the rights or remedies of the Company, Glori and the INXB Representative
or any of the obligations of the 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.


  




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


 


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


 


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


 









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





 


	
         

        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.

                                                                                 



 




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3.7           Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company,
Glori, the INXB Representative, and 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.


 


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


 


3.9           Specific
Performance. Each 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.


 


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


 


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


 


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


 


	
          
	The Company:
	 	 
	 	GLORI ENERGY INC. (F/K/A GLORI ACQUISITION CORP.)
	 	 	 	 
	 	By:	 	/s/ Mark Chess
	 	 	Name:  	Mark Chess
	 	 	Title:  	CEO
	 	 	 	 
	 	Glori:
	 	 
	 	GLORI ENERGY TECHNOLOGY INC.
	 	 	 	 
	 	By:	 	/s/ Stuart Page
	 	 	Name:  	Stuart Page
	 	 	Title:	 
	 	 	 	 
	 	The INXB Representative:
	 	 
	 	Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement as the INXB Representative
	 	 	 	 
	 	By:	 	/s/ Avishai Silvershatz
	 	 	Name:  	 
	 	 	Title:  	 


 


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	 	Restricted Holder:
	 	 
	 	ALL ACCESS INTERNATIONAL, LLC
	 	 










	 	By:	/s/ Terence K. Ankner
	 	Name:	Terence K. Ankner
	 	Title:	Partner







 













	 	Address for Notice:
	 	c/o Partridge Ankner & Horstmann LLP
	 	200 Berkeley Street
	 	16th Floor 
	 	Boston , MA 02116
	 	Facsimile: 617-859-9998
	 	Email: tka@anknerlaw.com


 


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	 	Restricted Holders:
	 	 
	 	GTI Glori Oil Fund I L.P.
	 	 
	 	By:  GTI Co-Investment L.P., its General Partner
	 	By:  GTI Ventures LLC, its General Partner
	 	By:  GTI Holdings LLC, its sole Member





	 	 
	 	By:	/s/ Jonathan Schulof
	 	Name:	 
	 	Title:	 
	 	 	 


 





	 	GTI VENTURES, LLC
	 	 










	 	By:	/s/ Jonathan Schulof
	 	Name:	 
	 	Title:	 




 





	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile: 
	 	Email:  


 


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	 	Restricted Holder:
	 	 
	 	SVB FINANCIAL GROUP




 





	 	By:	/s/ Scott Newman
	 	Name:	Scott Newman
	 	Title:	Portfolio & Funding Manager







  


	 	Address for Notice:
	 	 
	 	3005 Tasman Dr.
	 	Santa Clara, CA 95054
	 	 
	 	Facsimile:
	 	Email: epfeifer@svb.com


 


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	 	Restricted Holder:
	 	 
	 	ENERGY TECHNOLOGY VENTURES, LLC
	 	 





	 	By:	/s/ Ricardo Angel
	 	Name:	Ricardo Angel
	 	Title:	Authorized Representative


 







	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile:
	 	Email:


 


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	 	Restricted Holder:
	 	 
	 	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
	 	 





	 	By:	/s/ Ben Bang
	 	Name:	Ben Bang
	 	Title:	Senior Counsel




 





	 	Address for Notice:
	 	400 Hamilton Ave., Suite 310
	 	Palo Alto, CA 94301
	 	 
	 	 
	 	Facsimile: 650-473-9194
	 	Email: bbang@htgc.com


 


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	 	Restricted Holders:
	 	 	 
	 	GENTRY-GLORI ENERGY INVESTMENT LLC
	 	 	 
	 	By:	/s/ Larry Aschebrook
	 	Name:	Larry Aschebrook
	 	Title:	Mgr. / Mbr.
	 	 	 
	 	GENTRY-GLORI ENERGY INVESTMENT II LLC
	 	 	 
	 	By:	/s/ Larry Aschebrook
	 	Name:	Larry Aschebrook
	 	Title:	Mgr. / Mbr.
	 	 	 
	 	GENTRY-GLORI ENERGY INVESTMENT III LLC
	 	 	 
	 	By:	/s/ Larry Aschebrook
	 	Name:	Larry Aschebrook
	 	Title:	Mgr. / Mbr.














 








	 	Address
    for Notice:
	 	Gentry
	 	205 N. Michigan Ave.
	 	Suite 3770
	 	Chicago, IL 60601
	 	Facsimile:
    (312) 552-7161
	 	Email: laschebrook@gentryfc.com







 


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	 	Restricted Holder:
	 	 
	 	KPCB HOLDINGS, INC., AS NOMINEE


 


	 	By:	/s/ Paul M. Vronsky
	 	Name:	Paul M. Vronsky
	 	Title:	General Counsel







 


	 	Address for Notice:
	 	2750 Sand Hill Rd., Menlo Park, CA 94025
	 	 
	 	 
	 	 
	 	Facsimile:
	 	Email: pvronsky@pcb.com


 

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	 	Restricted Holders:
	 	 
	 	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


 


	 	Address for Notice:
	 	535 Boylston Street
	 	Boston, MA 02116
	 	 
	 	 
	 	Facsimile: 617-357-7476
	 	Email: mgibbs@oxbio.com


 


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	 	Restricted Holder:
	 	 
	 	RAWOZ TECHNOLOGY COMPANY, LTD.


 


	 	By:	 
	 	Name:	 
	 	Title:	 







 


	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile:
	 	Email:


 


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	 	Restricted Holder:
	 	 
	 	MALAYSIAN LIFE SCIENCES CAPITAL FUND LTD.
	 	 
	 	By: Malaysian Life Sciences Capital Fund Management Company Ltd, its Manager
	 	 





	 	By:	/s/ Roger Wyse
	 	Name:	Roger Wyse
	 	Title:	Co-Chairman







 


	 	Address for Notice:
	 	MLSCF
	 	No. 36-01, Level 36, Monara Dion
	 	27 Jalan Sultan Ismail
	 	50250 Kuala Lumpur
	 	Facsimile: 603 2072 0330
	 	Email: roger@mlscf.com


 


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	 	Restricted Holders:
	 	 
	 	Texas ACP I, L.P.
	 	 
	 	By: ADVTG GP I, L.L.C., its General Partner
	 	 





	 	By:	/s/ Damon Rawie
	 	Name:	Damon Rawie
	 	Title:	Vice President
	 	 








	 	Texas ACP II, L.P.
	 	 
	 	By: ADVTG GP II, L.L.C., its General Partner
	 	 	 


 


	 	By:	/s/ Damon Rawie
	 	Name:	Damon Rawie
	 	Title:	Vice President
	 	 	 













	 	Texas ACP VENTURE PARTNERS I, LLC
	 	 










	 	By:	/s/ Damon Rawie
	 	Name:	Damon Rawie
	 	Title:	Vice President







 


	 	Address for Notice:
	 	5000 Plaza on the Lake
	 	Suite 195
	 	Austin, TX 78746
	 	 
	 	Facsimile: 512-241-1186
	 	Email: drawie@advantagecap.com


 


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	 	Restricted Holder:
	 	 
	 	THE ENERGY AND RESOURCES INSTITUTE
	 	 





	 	By:	/s/ Dr. R K Pachauri
	 	Name:	Dr. R K Pachauri
	 	Title:	Director General







 


	 	Address for Notice:
	 	TERI, IMC COMPLEX,
	 	LODHI ROAD,
	 	NEW DELHI - 110003
	 	INDIA
	 	Facsimile: +91 11 24682144 / 24682145
	 	Email: pachauri@teri.res.in


 


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	 	Restricted Holder:
	 	 
	 	KORN/FERRY
    INTERNATIONAL
	 	 	 	 
	 	By:	/s/ Bruce Peterson	 
	 	Name:	Bruce Peterson	 
	 	Title:	Office Managing Director	 





 













	 	Address for Notice:
	 	Korn Ferry International
	 	700 Louisiane
	 	Suite 3900
	 	Houston, TX 77002
	 	Facsimile: 713-651-0848
	 	Email: bruce.peterson@kornferry.com









 


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Restricted Holder:	 
	 	 	 
	 	/s/ Stuart M. Page	 
	 	Stuart M. Page	 


 
















	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile: 
	 	Email:  











 





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	 	Restricted Holder:	 
	 	 	 
	 	/s/ John A. Babcock	 
	 	John A. Babcock	 


 





	 	Address for Notice:
	 	3350 McCue Rd. #2102
	 	Houston, TX 77056
	 	 
	 	 
	 	Facsimile: 
	 	Email: jackbabcock@pdg.net











 





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	 	Restricted Holder:	 
	 	 	 
	 	/s/ Charles P. Siess, III	 
	 	Charles P. Siess, III	 


 





	 	Address for Notice:
	 	75 Lake Forest Circle
	 	Conroe, TX 77384
	 	 
	 	 
	 	Facsimile: 936-321-4624
	 	Email: cpsiess@mr.com








 


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	 	Restricted Holder:	 
	 	 	 
	 	/s/ Thomas
    Ishoey	 
	 	Thomas Ishoey	 


 





	 	Address for Notice:
	 	124 Basil Street
	 	Encinitas, CA 92024
	 	 
	 	 
	 	Facsimile: 
	 	Email: tishoey@gmail.com





 





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	 	Restricted Holder:	 
	 	 	 
	 	/s/ Michael McInerney	 
	 	Michael McInerney	 


 





	 	Address for Notice:
	 	4513 Briarcrest Drive
	 	Norman, OK 73072
	 	 
	 	 
	 	Facsimile: 405-325-6050
	 	Email: michaeljmcinerney@gmail.com





 





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	 	Restricted Holder:	 
	 	 	 
	 	/s/ Bhupendra Soni	 
	 	Bhupendra Soni	 


 





	 	Address for Notice:
	 	B.K. Soni
	 	619 Pole Line Road #140
	 	Davis, CA 95618
	 	 
	 	Facsimile: 
	 	Email: bhupendraksoni@yahoo.com








 


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	 	Restricted Holder:	 
	 	 	 
	 	/s/ John Clarke	 
	 	John Clarke	 


 





	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile: 
	 	Email:  








 


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	 	Restricted Holder:	 
	 	 	 
	 	/s/ Mark Puckett	 
	 	Mark Puckett	 


 





	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile: 
	 	Email:  





 


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	 	Restricted Holder:	 
	 	 	 
	 	/s/ Cindy Feary	 
	 	Cindy Feary	 


 





	 	Address for Notice:
	 	Box 96 Site 4 RR 1
	 	Dewinton, AB, T0L 0X0 Canada
	 	 
	 	 
	 	Facsimile: N/A
	 	Email: cindyfeary@rocketmail.com





 


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		Unrestricted Holders: 
	 	 
	 	GTI
    VENTURES, LLC
	 	 	 	 
	 	By:	/s/ Jonathan Schulhof	 
	 	Name:	 	 
	 	Title:	 	 


 





	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile: 
	 	Email:  








 


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	 	Unrestricted Holder:
	 	 
	 	ENERGY
    TECHNOLOGY VENTURES, LLC
	 	 	 	 
	 	By:	/s/ Ricardo Angel	 
	 	Name:	Ricardo Angel	 
	 	Title:	Authorized Representative	 


 





	 	Address for Notice:
	 	 
	 	 
	 	 
	 	 
	 	Facsimile: 
	 	Email:  








 


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	 	Unrestricted Holder:
	 	 
	 	GENTRY
    TECHNOLOGY FUND I, LLC
	 	 	 	 
	 	By:	/s/ Larry Aschebrook	 
	 	Name:	Larry Aschebrook	 
	 	Title:	Mgr. / Mbr.	 


 





	 	Address for Notice:
	 	Gentry
	 	205 N. Michigan Ave.
	 	Suite 3770
	 	Chicago, IL 60601
	 	Facsimile: (312) 552-7161
	 	Email: laschebrook@gentryfc.com





 


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	 	Unrestricted Holder:
	 	 
	 	KPCB
    HOLDINGS, INC., AS NOMINEE
	 	 	 	 
	 	By:	/s/ Paul M. Vronsky	 
	 	Name:	Paul M. Vronsky	 
	 	Title:	General Counsel	 


 





	 	Address for Notice:
	 	2750 Sand Hill Rd., Menlo Park, CA 94025
	 	 
	 	 
	 	 
	 	Facsimile: 
	 	Email: pvronsky@kpcb.com








 


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	 	Unrestricted Holder:
	 	 
	 	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	 


 





	 	Address for Notice:
	 	535 Boylston
	 	Boston, MA 02116
	 	 
	 	 
	 	Facsimile: 617-357-7476
	 	Email: mgibbs@oxbio.com








 


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	 	Unrestricted Holder:
	 	 
	 	MALAYSIAN
    LIFE SCIENCES CAPITAL FUND LTD.
	 	 	 	 
	 	By:	Malaysian Life Sciences Capital Fund Management
    Company Ltd, its Manager	 
	 	 	 	 
	 	By:	/s/ Roger Wyse	 
	 	 	 	 
	 	Name:	Roger Wyse	 
	 	 	 	 
	 	Title:	Co-Chairman	 


 





	 	Address for Notice:
	 	MLSCF
	 	No. 36-01, Level 36, Monara Dion
	 	27 Jalan Sultan Ismail
	 	50250 Kuala Lumpur
	 	Facsimile: 6032072 0330
	 	Email:  roger@mlscf.com








 


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	 	Unrestricted Holder:
	 	 
	 	Texas
    ACP II, L.P.
	 	 	 	 
	 	By: ADVTG GP II, L.L.C., its General
    Partner	 
	 	 	 	 
	 	By:	/s/ Damon Rawie	 
	 	Name:	Damon Rawie	 
	 	Title:	Vice President	 


 


	 	TEXAS
    ACP VENTURE PARTNERS I, LLC
	 	 	 	 
	 	By:	/s/ Damon Rawie	 
	 	 	 	 
	 	Name:	Damon Rawie	 
	 	 	 	 
	 	Title:	Vice President	 


 





	 	Address for Notice:
	 	5000 Plaza on the Lake
	 	Suite 195
	 	Austin, TX 78746
	 	 
	 	Facsimile: 512-241-1186
	 	Email: drawie@advantagecap.com








 





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SCHEDULE A


 


RESTRICTED HOLDERS


  


	Name of Restricted Holder	 	Number of Subject Shares	 
	GTI Ventures, LLC	 	 	346,956	 
	GTI Glori Oil Fund I L.P.	 	 	2,448,885	 
	The Energy and Resources Institute	 	 	726,557	 
	Energy Technology Ventures, LLC	 	 	1,777,844	 
	KPCB Holdings, Inc., as nominee	 	 	2,480,053	 
	Oxford Bioscience Partners V L.P.	 	 	3,884,115	 
	mRNA Fund V L.P.	 	 	87,532	 
	Rawoz Technology Company, Ltd.	 	 	4,186,475	 
	Malaysian Life Sciences Capital Fund Ltd.	 	 	2,992,236	 
	Gentry-Glori Energy Investment LLC	 	 	910,256	 
	Gentry-Glori Energy Investment II LLC	 	 	238,903	 
	Gentry-Glori Energy Investment III LLC	 	 	101,047	 
	Texas ACP II, L.P.	 	 	509,374	 
	Texas ACP Venture Partners I, LLC	 	 	1,125,787	 
	Texas ACP I, L.P.	 	 	353,404	 
	Stuart M. Page	 	 	91,355	 
	John A. Babcock	 	 	21,421	 
	Bhupendra Soni	 	 	46,011	 
	Charles P. Siess, III	 	 	7,614	 
	Micael McInerney	 	 	1,179	 
	Thomas Ishoey	 	 	68,966	 
	John Clarke	 	 	1,724	 
	Mark Puckett	 	 	1,724	 
	Korn/Ferry International	 	 	8,979	 
	Cindy Feary	 	 	10,037	 
	Hercules Technology Growth Capital, Inc.	 	 	18,208	 
	SVB Financial Group	 	 	3,421	 
	All Access International, LLC	 	 	624	 



 




    	 



    	 



    

 


SCHEDULE B


 


UNRESTRICTED HOLDERS


 


	Name of Unrestricted Holder	 	Number of Unrestricted Shares	 
	GTI Ventures, LLC	 	 	28,072	 
	Energy Technology Ventures, LLC	 	 	112,286	 
	KPCB Holdings Inc., as nominee	 	 	11,229	 
	Oxford Bioscience Partners V L.P.	 	 	219,624	 
	mRNA Fund V L.P.	 	 	4,950	 
	Malaysian Life Sciences Capital Fund Ltd.	 	 	112,286	 
	Gentry Technology Fund I, LLC	 	 	252,420	 
	Texas ACP II, L.P.	 	 	280,716	 
	Texas ACP Venture Partners I, LLC	 	 	112,287