EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 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 William Bierhaus (“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 • May 2nd, 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
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • May 2nd, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
This Amendment No. 1 to Warrant Agreement (“Amendment”) is made and entered into as of this April 14, 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”).
SECOND AMENDMENT TO THE MERGER AND SHARE EXCHANGE AGREEMENTMerger and Share Exchange Agreement • May 2nd, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
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
Glori ENERGY Production Inc. Senior Secured First Lien Notes due March 14, 2017 NOTE PURCHASE AGREEMENT Dated as of March 14, 2014Note Purchase Agreement • May 2nd, 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 • May 2nd, 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 • May 2nd, 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”).
LOCK-UP AGREEMENTLock-Up Agreement • May 2nd, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made as of the 14th day of April, 2014 (the “Effective Date”) by and among Glori Acquisition Corp., a Delaware corporation (including any successor entity thereto, the “Company”), Glori Energy Technology Inc. (f/k/a 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” (togeth
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 14, 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 undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made as of the 14th day of April, 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.”
