Execution version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (“Agreement”) is made as of the 14th day of April, 2014 by and among Glori Acquisition Corp.,
a Delaware corporation and wholly owned subsidiary of the Parent (as defined below) (the “Company”) and each
of the persons listed on Schedule A hereto, each of which is referred to in this Agreement as a “Holder”
and collectively as the “Holders.”


 


RECITALS


 


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


 


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


 


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


 


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


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


AGREEMENT


 


Article
1

Definitions and Construction


 


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


 


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


 




    	 



    	 



    

 


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


 


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


 


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


 


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


 


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


 


“Commission”
shall mean the Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


“Form S-1”
shall have the meaning given in Section 2.2(a).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	2



    	 



    

 


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


 


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


 


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


 


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


 


“Piggyback
Registration” shall have the meaning given in Section 2.3(a).


 


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


 


“Pro Rata”
shall have the meaning given in Section 2.2(d).


 


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


 


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


 


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


 




    	3



    	 



    

 


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


 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


“Requesting
Holder” shall have the meaning given in Section 2.2(a).


 


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


 


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


 


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


 




    	4



    	 



    

 


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


 


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


 


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


 


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.


 




    	5



    	 



    

  


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.


 




    	6



    	 



    

  


(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.


 




    	7



    	 



    

  


(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.


 




    	8



    	 



    

  


(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, (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;


 




    	9



    	 



    

  


(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.


 


(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.


 




    	10



    	 



    

  


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.


 


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;


 




    	11



    	 



    

  


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


 


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


 


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


 


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


 


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


 


(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;


 




    	12



    	 



    

  


(i)          notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


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


 


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


 


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


 


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


 


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


 


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


 




    	13



    	 



    

  


(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.


 


(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.


 




    	15



    	 



    

  


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


 


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


 


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


 




    	16



    	 



    

  


Article
5

Miscellaneous




 


5.1           Successors
and Assigns; No Third Party Beneficiaries.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	17



    	 



    

  


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


 


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


 


Norton Rose Fulbright

1301 McKinney, Suite 5100

Houston, TX 77010-3095

Attn: Charles Powell

Facsimile: (713) 651-5246

Email: Charles.powell@nortonrosefulbright.com


 


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


 


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


 




    	18



    	 



    

  


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:	/s/ Mark Chess
	 	 	Name: Mark Chess
	 	 	Title: CEO


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 





	 	ALL ACCESS INTERNATIONAL, LLC
	 	 	 
	 	By:	/s/ Terence Ankner
	 	Name:	Terence Ankner
	 	Title:	Partner


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	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:	 


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


 


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


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


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


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	HERCULES TECHNOLOGY GROWTH CAPITAL,
	 	INC.
	 	 	 
	 	By:	/s/ Ben Bang
	 	 	 
	 	Name:	Ben Bang
	 	 	 
	 	Title:	Senior Counsel


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	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.


 


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


  


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


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


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	OXFORD BIOSCIENCE PARTNERS V L.P.
	 	By:	OBP Management V L.P.
	 	 	 
	 	By:	/s/ Matthew A. Gibbs
	 	 	Matthew A. Gibbs – General Partner
	 	 	 
	 	mRNA FUND V L.P.
	 	By:	OBP Management V L.P.
	 	 	 
	 	By:	/s/ Matthew A. Gibbs
	 	 	Matthew A. Gibbs – General Partner


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	RAWOZ TECHNOLOGY COMPANY, LTD.
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	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


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	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


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	THE ENERGY AND RESOURCES INSTITUTE
	 	 	 
	 	By:	/s/ Dr. R K Pachauri
	 	 	 
	 	Name:	Dr. R K Pachauri
	 	 	 
	 	Title:	Director General


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


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


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ Stuart M. Page
	 	Stuart M. Page


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ John A. Babcock
	 	John A. Babcock


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ Charles P. Siess, III
	 	Charles P. Siess, III


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ Thomas Ishoey
	 	Thomas Ishoey


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ Michael McInerney
	 	Michael McInerney


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ Bhupendra Soni
	 	Bhupendra Soni


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ John Clarke
	 	John Clarke


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ Mark Puckett
	 	Mark Puckett


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


	 	/s/ Cindy Feary
	 	Cindy Feary


 


[SIGNATURE PAGE TO GLORI ACQUISITION
CORP.


REGISTRATION RIGHTS AGREEMENT]


 




    	 



    	 



    

 


SCHEDULE A


 


HOLDERS


 


 


	Holder	 	Address
	GTI Ventures, LLC	 	150 East 58th Street

    24th Floor

    New York, NY 10155
	GTI Glori Oil Fund I L.P.	 	150 East 58th Street

    24th Floor

    New York, NY 10155
	The Energy and Resources Institute	 	Dabari Seth Block, Habitat Place

    Lodhi Road, New Dehli - 100 

    003, India
	Energy Technology Ventures, LLC	 	c/o GE Ventures, LLC

    2882 Sand Hill Road

    Menlo Park, CA 94025

    Attention: General Counsel
	KPCB Holdings, Inc., as nominee	 	2750 Sand Hill Road

    Menlo Park, CA 94025
	Oxford Bioscience Partners V L.P.	 	535 Boylston Street, Suite 420

    Boston, MA 02116
	mRNA Fund V L.P.	 	535 Boylston Street, Suite 420

    Boston, MA 02116
	Rawoz Technology Company, Ltd.	 	c/o H&J Corporate Service Ltd. 

    Ocean Centre, Montague 

    Foreshore East Bay Street  PO 

    Box 19084 Nassau, Bahamas
	Malaysian Life Sciences Capital Fund Ltd.	 	c/o Burrill & Company

    One Embarcadero Center, Suite 

    2700

    San Francisco, CA 94111

    Attention:  Greg Young
	Gentry-Glori Energy Investment LLC	 	c/o Gentry Financial Partners 205 

    N. Michigan Ave., Suite 3770 

    chicago, IL  60601 Attn: Thomas 

    B. Raterman
	Gentry-Glori Energy Investment II LLC	 	c/o Gentry Financial Partners 205 

    N. Michigan Ave., Suite 3770 

    chicago, IL  60601 Attn: Thomas 

    B. Raterman


 




    	 



    	 



    

 


	Holder	 	Address
	Gentry-Glori Energy Investment III LLC	 	c/o Gentry Financial Partners 205

        N. Michigan Ave., Suite 3770

        chicago, IL 60601 Attn: Thomas

        B. Raterman

	Gentry Technology Fund I, LLC	 	c/o Gentry Financial Partners

    205 N. Michigan Ave., Suite 3770

    Chicago, IL 60601

    Attention: Thomas B. Raterman
	Texas ACP II, L.P.	 	5000 Plaza on the Lake

    Suite 195

    Austin, TX 78746

    Attention: Damon Rawie
	Texas ACP Venture Partners I, LLC	 	5000 Plaza on the Lake

    Suite 195

    Austin, TX 78746

    Attention: Damon Rawie
	Texas ACP I, L.P.	 	5000 Plaza on the Lake

    Suite 195

    Austin, TX 78746

    Attention: Damon Rawie
	Stuart M. Page	 	2803 West Lane Drive

    Houston, TX  77027
	John A. Babcock	 	3350 McCue #2102

    Houston, TX  77056
	Bhupendra Soni	 	201 Heath Place

    Westmont, IL  60559
	Charles P. Siess, III	 	75 Lake Forest Circle

    Conroe, TX  77384
	Micael McInerney	 	4315 Briarcrest Drive

    Norman, OK  73072
	Thomas Ishoey	 	124 Basil Street

    Encinitas CA 92024
	John Clarke	 	3850 Del Monte

    Houston, TX  77019
	Mark Puckett	 	1348 Bright Star Ranch Road

    Fredericksberg, TX  78624
	Korn/Ferry International	 	1100 Louisiana  Suite 2850

    Houston, Texas 77002
	Cindy Feary	 	Box 96 Site 4 RR 1

    Dewinton, AB, T0L 0X0 Canada


 




    	 



    	 



    

 


	Holder	 	Address
	Hercules Technology Growth Capital, Inc.	 	Legal Department

        Attention: Chief Legal Officer

        and Manual Henriquez

        400 Hamilton Avenue, Suite 310

        Palo Alto, CA 94301

	SVB Financial Group	 	SVB Financial Group

    Attn:  Treasury Department

    3003 Tasman Drive, HA 200

    Santa Clara, CA  95054
	All Access International, LLC	 	All Access International ,LLC

        c/o Partridge Ankner &

        Horstmann, LLP

        Attention: Terence Ankner

        200 Berkeley Street

        Boston, MA 02116



 




    	 



    	 



    

 


SCHEDULE B


 


MANDATORY REGISTRATION SECURITIES


 


	Name of Holder	 	Number of Mandatory 
Registration 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	 



 




    	 



    	 



    

 


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.