5,000,000 Units INFINITY CROSS BORDER ACQUISITION CorpORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
Infinity Cross Border Acquisition Corporation, a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative, with such other underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 19th, 2011 • Infinity China 1 Acquisition Corp • Blank checks • Virgin Islands
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2011, by and between INFINITY CHINA 1 ACQUISITION CORPORATION., a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY INFINITY CROSS BORDER ACQUISITION CORPORATION (“COMPANY”) OF A MERGER, CAPITAL SHARE EXCHANGE, ASSET ACQUISITION, PLAN OF ARRANGEMENT, RECAPITALIZATION, REORGANIZATION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) AND ____________, 2013. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON __________, 2017.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of July 19, 2012 by and between Infinity Cross Border Acquisition Corporation (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (the “Trustee”), located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2012, is made and entered into by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the “Company”), Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P., Infinity I-China Fund (Israel 3), L.P. (collectively, the “Sponsors”), Amir Gal-Or, Avishai Silvershatz, Kersten Hui, Limei Zhao and Mark Chess (the “Executives”) and EarlyBirdCapital, Inc., (“EBC” and, together with the Sponsors, Executives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 19, 2012, is by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2012, by and between INFINITY CROSS BORDER ACQUISITION CORPORATION., a British Virgin Islands business company organized with limited liability (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2012, is made and entered into by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the “Company”), Infinity I-China Fund (Cayman), L.P., Infinity I-China Fund (Israel), L.P., Infinity I-China Fund (Israel 2), L.P., Infinity I-China Fund (Israel 3), L.P. (collectively, the “Sponsors”), Amir Gal-Or, Avishai Silvershatz, Kersten Hui, Limei Zhao, Mark Chess and Mark B. Segall (the “Executives”) and EarlyBirdCapital, Inc., (“EBC” and, together with the Sponsors, Executives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business...Underwriting Agreement • June 8th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks
WARRANT PURCHASE PLANWarrant Purchase Plan • July 12th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This Warrant Purchase Plan (the “Purchase Plan”) is entered into on _______________, 2012 (the “Commencement Date”) by and between [ ] (“Broker”) and each of Infinity I-China Fund (Cayman) L.P., Infinity I-China Fund (Israel) L.P., Infinity I-China Fund (Israel 2) L.P., and Infinity I-China Fund (Israel 3) L.P. (collectively the “Sponsors”). This Purchase Plan relates to the purchase, on a “not held” basis, of warrants issued by Infinity Cross Border Acquisition Corporation (the “Company”), each to purchase one ordinary share of the Company (the “Warrants”) and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This investment management trust agreement (“Agreement”) is made as of [ ], 2012 by and between Infinity Cross Border Acquisition Corporation (the “Company”), a British Virgin Islands business company, and Continental Stock Transfer & Trust Company (the “Trustee”), located at 17 Battery Place, New York, New York 10004. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement (defined below).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • January 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This Amendment No. 1 to Warrant Agreement (“Amendment”) is made and entered into as of this ___________, 2014, between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_________], by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the "Parent"), Glori Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
Amended and restated EBC WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • Virgin Islands
This Amended and restated EBC WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 24th day of May, 2012 by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 and the persons set forth on Exhibit A hereto as the same may be amended from time to time (the “Purchasers”).
SECOND AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • March 21st, 2014 • Infinity Cross Border Acquisition Corp • Blank checks
This Second Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of March 20, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative as further described in the Agreement (as defined below) (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to
INFINITY CHINA 1 ACQUISITION CORPORATIONAdministrative Services Agreement • May 19th, 2011 • Infinity China 1 Acquisition Corp • Blank checks
Infinity China 1 Acquisition Corporation New York, New York 10022Securities Purchase Agreement • April 18th, 2011 • Infinity China 1 Acquisition Corp • Virgin Islands
We are pleased to accept the offer the persons set forth on Exhibit A (the “Subscribers”) have made to purchase an aggregate of 1,150,000 ordinary shares (the “Shares”) no par value per share (the “Ordinary Shares”), up to 150,000 of which Shares are subject to complete or partial forfeiture (the “forfeiture”) by the Subscribers if the underwriters of the initial public offering (“IPO”) of Infinity China 1 Acquisition Corporation, a British Virgin Islands corporation (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscribers, and the Company and the Subscribers’ agreements regarding such Shares, are as follows:
LOCK-UP AGREEMENTLock-Up Agreement • January 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of the ____ day of ______________, 2014 (the “Effective Date”) by and among Glori Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Company”), Glori Energy Inc., a Delaware Corporation (including any successor entity thereto, “Glori”), Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement (as defined below) as the INXB Representative (the “INXB Representative”), and each of the persons listed on Schedule A hereto, each of which is referred to in this Agreement as a “Restricted Holder” and collectively as the “Restricted Holders”.
EARLYBIRDCAPITAL, INC. New York, New York 10016Advisory Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby Infinity Cross Border Acquisition Corporation (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other business combination described in the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission in connection with its initial public offering (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”):
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of January 7, 2014, by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the "Parent"), Glori Acquisition Corp., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
SECOND Amended and Restated SPONSORS WARRANTS PURCHASE AGREEMENTSponsors Warrants Purchase Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • Virgin Islands
This SECOND Amended and restated SPONSORS WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 24th day of May, 2012 by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at 3 Azrieli Center (Triangle Tower) 42nd Floor, Tel Aviv, Israel, 67023 and the persons set forth on Exhibit A hereto (the “Sponsors”) and amends and restates in its entirety that certain Amended Sponsors Warrants Purchase Agreement, effective December 30, 2011.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the ____ day of ______________, 2014 by and among Glori Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Parent (as defined below) (the “Company”) and each of the persons listed on Schedule A hereto, each of which is referred to in this Agreement as a “Holder” and collectively as the “Holders.”
INFINITY CROSS BORDER ACQUISITION CORPORATIONAdministrative Services Agreement • May 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks
FIRST AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • February 27th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks
This First Amendment to the Merger and Share Exchange Agreement (this “Amendment”) is made and entered into as of February 20, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative as further described in the Agreement (as defined below) (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned
INFINITY CROSS BORDER ACQUISITION CORPORATIONAdministrative Services Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks
STOCK PURCHASE PLANStock Purchase Plan • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on _______________, 2012 (the “Commencement Date”) by and between [ ] (“Broker”) and Infinity Cross Border Acquisition Corporation (the “Company”). This Purchase Plan relates to the purchase, on a “not held” basis, of ordinary shares issued by the Company (the “Shares”), and is intended to comply with the provisions of Rule 10b5-1 (“Rule 10b5-1”).
WARRANT AGREEMENTWarrant Agreement • January 19th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2012, is by and between Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
ESCROW AGREEMENTEscrow Agreement • June 8th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
ESCROW AGREEMENT, dated as of June [●], 2012 (“Agreement”), by and among Infinity I-China Fund (Cayman) L.P.(the “Representative”); Infinity I-China Fund (Israel) L.P. (“I1”); Infinity I-China Fund (Israel 2) L.P. (“I2”)and Infinity I-China Fund (Israel 3) L.P, (collectively with I1, I2 and the Representative, the “Sponsors”), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”) and EARLYBIRDCAPITAL, INC. (“EBC”).
EARLYBIRDCAPITAL, INC. New York, New York 10016Business Combination Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This is to confirm our agreement whereby Infinity Cross Border Acquisition Corporation (“Company”) has requested EarlyBirdCapital, Inc. (“EBC”) to assist it in connection with the Company acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other business combination described in the Company’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission in connection with its initial public offering (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”):
INFINITY CROSS BORDER ACQUISITION CORPORATIONAdministrative Services Agreement • February 29th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks
ESCROW AGREEMENTEscrow Agreement • January 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of [●], 2014, by and among Glori Acquisition Corp., a Delaware corporation (the “Purchaser”), Glori Energy Inc., a Delaware corporation and, after giving effect to the consummation of the transactions contemplated by the Merger Agreement (as hereinafter defined), a wholly-owned subsidiary of the Purchaser (“Glori”), Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement as the INXB Representative (including any successor INXB Representative appointed pursuant to and an in accordance with Section 11.11 of the Merger Agreement, the “INXB Representative”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Merger Agreement.
INFINITY CROSS BORDER ACQUISITION CORPORATIONAdministrative Services Agreement • July 25th, 2012 • Infinity Cross Border Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the ____ day of ______________, 2014 by and among Glori Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Parent (as defined below) (the “Company”) and each of the persons listed on Schedule A hereto, each of which is referred to in this Agreement as a “Holder” and collectively as the “Holders.”
MERGER AND SHARE EXCHANGE AGREEMENTMerger Agreement • January 9th, 2014 • Infinity Cross Border Acquisition Corp • Blank checks • New York
This Merger and Share Exchange Agreement (this “Agreement”) is made and entered into as of January 8, 2014 by and among Infinity Cross Border Acquisition Corporation, a British Virgin Islands business company with limited liability (the “Parent”), Glori Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Purchaser”), Glori Merger Subsidiary, Inc., a Delaware corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), Infinity-C.S.V.C. Management Ltd. in its capacity as the representative from and after the Transaction Effective Time (as defined below) for the stockholders of the Purchaser as of immediately prior to the Transaction Effective Time in accordance with the terms and conditions of this Agreement (the “INXB Representative”), and Glori Energy Inc., a Delaware corporation (the “Company”). The Parent, the Purchaser, Merger Sub, the INXB Representative and the Company are sometimes referred to herein individually as a “Party” and
SPONSORS WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • April 18th, 2011 • Infinity China 1 Acquisition Corp • Virgin Islands
This SPONSORS WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of this 14th day of April, 2011 by and between Infinity China 1 Acquisition Corporation, a British Virgin Islands business company (the “Company”), having its principal place of business at 900 Third Avenue, 33rd Floor, New York, New York 10022 and the persons set forth on Exhibit A hereto (the “Sponsors”).
