MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange 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
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").
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”.
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").
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.”
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.
