INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2012 • Glori Energy Inc. • Oil & gas field services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________ between Glori Energy Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ContractWarrant Agreement • October 5th, 2011 • Glori Energy Inc. • Texas
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 5 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.
Harry Friske 21623 Moortown Circle Katy, TX 77450 August 12, 2011 Dear Harry:Employment Agreement • October 5th, 2011 • Glori Energy Inc. • Texas
Glori Energy Inc. (the “Company”) is pleased to offer you the position of Controller. This letter sets forth the terms of your employment (“Agreement”).
THIS WARRANT AND THE SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANTPurchase Warrant • October 5th, 2011 • Glori Energy Inc. • Delaware
GLORI OIL LIMITED, a Delaware corporation (the “Company”), for value received, hereby certifies that GTI Glori Oil Fund I L.P., or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of consummation of the Next Equity Financing and on or before 5:00 p.m. (Eastern time) on November 30, 2013, up to such number of Warrant Shares of the Company as is equal to the Warrant Number, at a purchase price per share equal to the Purchase Price.
RELEASE AND SEVERANCE AGREEMENTRelease and Severance Agreement • October 5th, 2011 • Glori Energy Inc.
THIS RELEASE AND SEVERANCE AGREEMENT (“Agreement”) is entered into between Glori Oil Limited, its parents, subsidiaries, operating divisions, and affiliates, their officers, directors, trustees, and employees (collectively “Company”) and Bhupendra Soni (“Employee”). Company and Employee (the “Parties”) wish to define the terms of Employee’s exit from Company. Therefore, the Parties hereby agree as follows:
THIS WARRANT AND THE SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANTWarrant Agreement • October 5th, 2011 • Glori Energy Inc. • Delaware
Glori Oil Limited, a Delaware corporation (the “Company”), for value received, hereby certifies that The Energy & Resources Institute, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, including without limitation Section 12 hereof, to purchase from the Company, at any time or from time to time on or after the date hereof and on or before 5:00 p.m. (Eastern time) on __________, 20__, up to such number of Warrant Shares of the Company as is equal to the Warrant Number, at a purchase price per share equal to the Purchase Price.
THIS WARRANT AND THE SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANTCommon Stock Purchase Warrant • January 20th, 2012 • Glori Energy Inc. • Oil & gas field services, nec • Delaware
This Warrant is issued pursuant to the terms of Section 7.6 of that certain Amended and Restated Engineering Services Agreement, dated as of November 12, 2006, between the Company and the Registered Holder (as amended, the “Engineering Services Agreement”), and the Company and TERI hereby acknowledge and agree that this Warrant replaces any and all warrants previously issued by the Company under Section 7.6 of such agreement.
FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 20th, 2012 • Glori Energy Inc. • Oil & gas field services, nec • New York
THIS FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “First Amendment”) dated as of January 19, 2012 is by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and certain holders of the Company’s capital stock.
ContractWarrant Agreement • July 2nd, 2012 • Glori Energy Inc. • Oil & gas field services, nec • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED OR QUALIFIED FOR SALE UNDER ANY STATE OR FOREIGN SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
Incentive Stock Option Agreement under the Glori Oil Limited 2006 Stock Option and Grant PlanIncentive Stock Option Agreement • October 5th, 2011 • Glori Energy Inc. • Delaware
Pursuant to the Glori Oil Limited 2006 Stock Option and Grant Plan (the “Plan”), Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an employee of the Company or any of its Subsidiaries, an Option to purchase, on or prior to the Expiration Date (or such earlier date as provided in Section 3 below), all or any part of the number of shares of Common Stock of the Company indicated above (the “Underlying Shares,” with such shares once issued being referred to herein and in the Plan as “Option Shares”) at the Option Exercise Price per share indicated above.
GLORI ENERGY INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENT DECEMBER 30, 2011Series C Preferred Stock Purchase Agreement • January 20th, 2012 • Glori Energy Inc. • Oil & gas field services, nec • New York
THIS SERIES C PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of this 30th day of December 2011, by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and the purchasers listed from time to time on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2012 • Glori Energy Inc. • Oil & gas field services, nec • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 11, 2012 and is entered into by and between GLORI ENERGY INC., a Delaware corporation, GLORI CALIFORNIA INC., a Delaware corporation, GLORI HOLDINGS INC., a Delaware corporation and GLORI OIL (ARGENTINA) LIMITED, a Delaware corporation (hereinafter collectively referred to as the “Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“Lender”).
THIS WARRANT AND THE SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 6 OF THIS WARRANTCommon Stock Purchase Warrant • October 5th, 2011 • Glori Energy Inc. • Delaware
Glori Oil Limited, a Delaware corporation (the “Company”), for value received, hereby certifies that Korn Ferry International, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, including without limitation Section 12 hereof, to purchase from the Company, at any time or from time to time on or after the date hereof and on or before 5:00 p.m. (Eastern time) on March 1, 2012, up to such number of Warrant Shares of the Company as is equal to the Warrant Number, at a purchase price per share equal to the Purchase Price.
Victor Perez 5477 Coshatte Rd. Bellville, Texas 77418 Dear VictorEmployment Agreement • October 5th, 2011 • Glori Energy Inc. • Texas
Glori Energy Inc. (the “Company”) is pleased to offer you the position of Chief Financial Officer. This letter (“Letter Agreement”) sets forth the terms of your employment.
FIRST AMENDMENT TO SERIES C PREFERRED STOCK PURCHASE AGREEMENTSeries C Preferred Stock Purchase Agreement • January 20th, 2012 • Glori Energy Inc. • Oil & gas field services, nec • New York
THIS FIRST AMENDMENT TO SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this “First Amendment”) dated as of January 19, 2012 is by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), the purchasers party to the Purchase Agreement referred to below (collectively, the “Original Purchasers”), and those new purchasers listed on Schedule I attached hereto who did not participate in the Initial Closing (the “Subsequent Closing Purchasers”, and together with the Original Purchasers, the “Purchasers”).
Glori Oil Limited December 5, 2005Employment Agreement • October 5th, 2011 • Glori Energy Inc. • Texas
Glori Oil Limited (the “Company” or “we” ) is pleased to offer you the position of President. Given your unique strengths, skills and experience, we believe you will be more than just a positive asset to our team, you will help shape our future. This letter sets forth the terms of your employment and the agreement between you and the Company related to your employment (this “Letter Agreement”).
GLORI ENERGY INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT DATED AS OF DECEMBER 30, 2011Investors’ Rights Agreement • January 20th, 2012 • Glori Energy Inc. • Oil & gas field services, nec • New York
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 30th day of December, 2011 by and among Glori Energy Inc., a Delaware corporation (the “Company”), The Energy and Resources Institute (“TERI”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and collectively as the “Investors.”
