FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of April 14, 2014 between Glori Energy Inc., a Delaware corporation, formerly known as Glori Acquisition Corp. (the “Company”), and [_________] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • Texas
This Employment Agreement (this “Agreement”), including the attached Exhibit A, which are made a part hereof for all purposes, between Glori Energy Inc. (f/k/a/ Glori Acquisition Corp.), a Delaware corporation (the “Company”), and Stuart Page (“Executive”) is effective as of [April 14], 2014, (the “Effective Date”). The Company and Executive agree as follows:
MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • 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").
AMENDMENT AND ASSUMPTION AGREEMENT TO THE GLORI OIL LIMITED 2006 STOCK OPTION AND GRANT PLANAmendment and Assumption Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
THIS AMENDMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of April 14, 2014 by and between Glori Energy Inc. (f/k/a Glori Acquisition Corp.), a Delaware corporation (the “Purchaser”), and Glori Energy Technology Inc. (f/k/a Glori Energy Inc.), a Delaware corporation (the “ Company”);
Glori ENERGY Production Inc. Senior Secured First Lien Notes due March 14, 2017 NOTE PURCHASE AGREEMENT Dated as of March 14, 2014Note Purchase Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
Glori Energy Production Inc., a corporation organized and existing under the laws of the State of Texas (the “Company”) hereby agrees with each of the purchasers whose names appear on Schedule 1 hereto (each, a “Purchaser” and, collectively, the “Purchasers”) and with Stellus Capital Investment Corporation, a corporation organized and existing under the laws of the State of Maryland, as administrative agent for the benefit of the Purchasers (acting in such capacity, together with it successors and assigns in such capacity, herein referred to as the “Administrative Agent”) as follows:
ContractSecond Lien • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
This Second Lien Secured Term Note is subject to the terms of that certain Subordination Agreement, dated as of March 13, 2014, between Lender, Hercules Technology Growth Capital, Inc., Glori Energy Inc. and Glori California Inc. (the “Subordination Agreement”)
GLORI ENERGY INC. SERIES C-2 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT March 13, 2014Preferred Stock and Warrant Purchase Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
THIS SERIES C-2 PREFERRED STOCK AND WARRANT PURCHASE AGREEMENT (the “Agreement”) is entered into as of March 13, 2014, by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and the purchasers listed on Exhibit A attached hereto (each a “Purchaser” and collectively, the “Purchasers”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • 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").
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
THIS TERMINATION AND RELEASE AGREEMENT (this “Agreement”) is made as of the date set forth on the signature page hereto by the undersigned holder of options to acquire capital stock of Glori Energy Inc., a Delaware Corporation (including any successor entity thereto, “Glori”), named on the signature page hereto (“Option Holder”) for the benefit of each of Glori Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Company”), Glori and Infinity-C.S.V.C. Management Ltd., in its capacity under the Merger Agreement as the INXB Representative (the “INXB Representative”).
GLORI ENERGY INC. SERIES C PREFERRED STOCK PURCHASE AGREEMENT DECEMBER 30, 2011Preferred Stock Purchase Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • 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”).
AGENCY REPRESENTATION AGREEMENTAgency Representation Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
GLORI ENERGY, a company duly organized and validly existing under the laws of the State of Texas, United States, with offices at 4315 South Drive, Houston, TX 77053 (hereinafter referred to as “COMPANY”)
FIRST AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
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
GLORI ENERGY INC. (f/k/a Glori Acquisition Corp.) DIRECTOR’S AGREEMENTDirector’s Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • Delaware
THIS DIRECTOR’S AGREEMENT (“Agreement”) is executed on [________], 2014 (the “Effective Date”), by and between Glori Energy Inc. (f/k/a Glori Acquisition Corp.), a Delaware corporation (“Company”), and [_______] (“Director”).
LOCK-UP AGREEMENTLock-Up Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • 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”), each of the persons listed on Schedule A hereto in its capacity as a holder of the Subject Shares (as defined below), each of which is referred to in this Agreement as a “Restricted Holder” and collectively as the “Restricted Holders”, and each of the persons listed on Schedule B hereto in its capacity as a holder of the Unrestricted Shares (as defined below), each of which is referred to in this Agreement as an “Unrestricted Holder” and collectively as the “Unrestricted Holders” (together with the Restricted Holde
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 18th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
This Convertible Note Purchase Agreement (the “Agreement”) is made and entered into as of May 31, 2011, by and among Glori Energy Inc. (f/k/a Glori Oil Limited), a Delaware corporation (the “Company”), and Energy Technology Ventures, LLC, a Delaware limited liability company (the “Purchaser”).
