X0206 3 2014-06-12 0 0001145986 ASPEN AEROGELS INC ASPN 0001241947 HUFF CRAIG A C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 1 0 1 0 0001091555 RCGM LLC C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 1 0 0001610297 RCP GP, LLC C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 1 0 0001137465 RESERVOIR CAPITAL GROUP LLC C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 1 0 0001137467 RESERVOIR CAPITAL MASTER FUND LP C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 1 0 0001351308 RESERVOIR CAPITAL PARTNERS CAYMAN LP C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 1 0 0001091348 RESERVOIR CAPITAL PARTNERS LP C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 1 0 0001105604 STERN DANIEL H C/O RESERVOIR CAPITAL GROUP, L.L.C. 767 FIFTH AVENUE, 16TH FLOOR NEW YORK NY 10153 0 0 1 0 Common Stock 140 I Held by Reservoir Capital Master Fund, L.P. Common Stock 1051 I Held by Reservoir Capital Partners, L.P. Series A Preferred Stock 2009-08-14 Common Stock 123 I Held by Reservoir Capital Master Fund, L.P. Series A Preferred Stock 2009-08-14 Common Stock 831 I Held by Reservoir Capital Partners, L.P. Series A Preferred Stock 2009-09-14 Common Stock 144 I Held by Reservoir Capital Master Fund, L.P. Series A Preferred Stock 2009-09-14 Common Stock 1076 I Held by Reservoir Capital Partners, L.P. Series B Preferred Stock 2010-09-22 Common Stock 510 I Held by Reservoir Capital Partners, L.P. Series C Preferred Stock 2013-03-28 Common Stock 12 I Held by Reservoir Capital Partners, L.P. Warrant to Purchase Series C Preferred Stock 2013-03-28 2023-03-28 Common Stock 1996 I Held by Reservoir Capital Master Fund, L.P. Warrant to Purchase Series C Preferred Stock 2013-03-28 2023-03-28 Common Stock 22634 I Held by Reservoir Capital Partners, L.P. Warrant to Purchase Series C Preferred Stock 2013-05-06 2023-03-28 Common Stock 1101 I Held by Reservoir Capital Master Fund, L.P. Warrant to Purchase Series C Preferred Stock 2013-05-06 2023-03-28 Common Stock 9354 I Held by Reservoir Capital Partners, L.P. Warrant to Purchase Common Stock 24.74 2008-06-10 2016-06-10 Common Stock 0 I Held by Reservoir Capital Master Fund, L.P. Warrant to Purchase Common Stock 24.74 2008-06-10 2016-06-10 Common Stock 0 I Held by Reservoir Capital Partners, L.P. The securities held by Reservoir Capital Partners, L.P. ("RCP") or Reservoir Capital Master Fund, L.P. ("RCMF") may be deemed to be beneficially owned by Craig A. Huff and Daniel Stern, who are the senior managing members (the "Reservoir Members") of RCGM, LLC ("RCGM"). RCGM is the managing member of Reservoir Capital Group, L.L.C. ("RCG"), which is the general partner of Reservoir Capital Partners (Cayman), L.P. ("RCP Cayman"), which is the sole member of RCP GP, LLC ("RCP GP"), and which is the general partner of RCP. RCG is the general partner of RCMF. Each of the Reservoir Members, RCGM, RCG, RCP Cayman and RCP GP disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. Not applicable. The shares of preferred stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. These shares of Series A Preferred Stock issued on August 14, 2009 will convert on a 0.00159191-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security. The shares of preferred stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. These shares of Series A Preferred Stock issued on September 14, 2009 will convert on a 0.00158300-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security. The shares of preferred stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. These shares of Series B Preferred Stock issued on September 22, 2010 will convert on a 0.00181579-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security. The shares of preferred stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. These shares of Series C Preferred Stock will convert on a 0.00121250-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security. This warrant will be automatically net exercised for shares of Series C Preferred Stock and such shares of Series C Preferred Stock will convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The shares of Series C Preferred Stock will convert on a 0.00121250-for-1 basis, assuming the Issuer effects a 1-for-824.7412544 reverse split of its common stock prior to the closing of its initial public offering, and such conversion rate is reflected in the amount of common stock underlying the security. The number of shares underlying this warrant and the exercise price of this warrant assume a 1-for-824.7412544 reverse stock split in connection with the Issuer's initial public offering. /s/ John P. Condon, Attorney-in-fact 2014-06-12