INDEMNIFICATION AGREEMENTIndemnification Agreement • January 15th, 2015 • Glori Energy Inc. • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 12, 2015 between Glori Energy Inc., a Delaware corporation, formerly known as Glori Acquisition Corp. (the “Company”), and James C. Musselman (“Indemnitee”).
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”).
July 19, 2012Letter Agreement • May 29th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
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 company (the “Company”), and EarlyBirdCapital, Inc., as representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”), of 5,000,000 of the Company’s units (the “Units”), each comprised of one ordinary share, no par value, of the Company (the “Ordinary Shares”), and one warrant exercisable for one Ordinary Share (each, a “Warrant”). The Units sold in the Offering shall be quoted and listed on the Nasdaq Capital Market pursuant to a registration statement on Form F-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2016 • 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
GLORI ENERGY INC. 2014 LONG TERM INCENTIVE PLAN EMPLOYEE INCENTIVE STOCK OPTION AWARD AGREEMENTGlori Energy Inc. • December 29th, 2014 • Crude petroleum & natural gas • Texas
Glori Energy Inc. (the “Company”), pursuant to the Glori Energy Inc. 2014 Long Term Incentive Plan (the “Plan”), hereby awards to you, the above-named Grantee, effective as of the Grant Date set forth above, an incentive stock option (the “Option”) to purchase ____ shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”) for the exercise price set forth above for each Share subject to the Option, subject to adjustment as provided in the Plan. The Option is exercisable in installments in accordance with the Vesting Schedule set forth above (provided that you do not incur a Termination of Employment prior to ________ of the Grant Date) with the exercise price payable at the time of exercise. To the extent not exercised, installments shall be cumulative and may be exercised in whole or in part until the Option terminates. The Option may not be exercised after the Expiration Date. The Option is intended to satisfy the requirements of section 422
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”).
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 • August 21st, 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”);
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:
GLORI ENERGY INC. 2014 LONG TERM INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT AWARD OF RESTRICTED STOCKRestricted Stock Award Agreement • December 29th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • Texas
The Board of Directors (the “Board”) of Glori Energy Inc. (the “Company”), pursuant to the Glori Energy Inc. 2014 Long Term Incentive Plan (the “Plan”), hereby awards to you, ____________, effective as of __________, 20__ (the “Grant Date”), ____ shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), set forth above as Restricted Stock on the following terms and conditions:
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”)
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2016 • Glori Energy Inc. • Crude petroleum & natural gas
This Amendment to Employment Agreement (“Amendment”) is made effective as of October 7, 2016, by and between Glori Energy Inc. (f/k/a Glori Acquisition Corp.), a Delaware corporation (the “Company”), and Michael Pavia (“Executive”).
LOCK-UP AGREEMENTLock-Up Agreement • January 16th, 2014 • Glori Acquisition Corp. • 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”.
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”).
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").
January 7, 2014Letter Agreement • May 29th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Securities Purchase Agreement (the “Agreement”) to be entered into by and between 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 “Original Sponsors”) and HH Energy Group, LP (the “Additional Sponsor”) relating to the sale by the Original Sponsors to the Additional Sponsor of 575,000 ordinary shares (the “Shares”) of Infinity Cross Border Acquisition Corporation (the “Company”). Certain capitalized terms used herein are defined in paragraph 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 16th, 2014 • Glori Acquisition Corp. • 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.”
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”).
WARRANT AGREEMENTWarrant Agreement • June 16th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • New York
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of June 12, 2014, is by and among Glori Energy Inc. (f/k/a Glori Acquisition Corp.), a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). Reference is hereby made to that certain Warrant Agreement dated July 19, 2012 between the Company and the Warrant Agent (as amended by Amendment No. 1 to Warrant Agreement dated April 14, 2014, the “Existing Warrant Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Existing Warrant Agreement.
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”).
EXECUTIVE CHAIRMAN AGREEMENTExecutive Chairman Agreement • October 13th, 2015 • Glori Energy Inc. • Crude petroleum & natural gas • Texas
This Executive Chairman Agreement (this “Agreement”), including the attached Exhibit A and Exhibit B, which are made a part hereof for all purposes, between Glori Energy Inc., a Delaware corporation (the “Company”) and Kevin P. Guilbeau relating to his service as a member of the Company’s board of directors (the “Board”) and executive chairman of the Board (“Executive Chairman”) is effective as of October 8, 2015, (the “Effective Date”). In consideration of the mutual covenants set forth herein, the Company and Executive Chairman do hereby agree as follows:
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
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
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").
GLORI ENERGY INC. (f/k/a Glori Acquisition Corp.) DIRECTOR’S AGREEMENTDirector’s Agreement • January 15th, 2015 • Glori Energy Inc. • Crude petroleum & natural gas • Delaware
THIS DIRECTOR’S AGREEMENT (“Agreement”) is executed on January 12, 2015 (the “Effective Date”), by and between Glori Energy Inc., a Delaware corporation (“Company”), and James C. Musselman (“Director”).
ContractWarrant Agreement • February 21st, 2014 • Glori Acquisition Corp. • Crude petroleum & natural gas • 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.
SUB-LEASE AGREEMENT 10350 RICHMOND AVE SUITE 800 HOUSTON, TEXAS 77042Sub-Lease Agreement • November 12th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas • Texas
THIS SUB-LEASE AGREEMENT (this "Agreement") is entered into as of September 15, 2014 by and between FUGRO N.V. a Netherlands company ("Sub-Landlord") and GLORI ENERGY, INC. a company organized under the laws of Delaware ("Sub-Tenant"). Capitalized terms used herein and not otherwise defined shall have the same meaning set further in the Master Lease (defined below).
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 13th, 2014 • Glori Energy Inc. • Crude petroleum & natural gas
THIS Second Amendment to Note Purchase Agreement (this “Second Amendment”) is made and entered into as of August 11, 2014, between GLORI ENERGY PRODUCTION INC., a corporation organized and existing under the laws of the State of Texas (the “Company”), STELLUS CAPITAL INVESTMENT CORPORATION, a corporation organized and existing under the laws of the State of Maryland, in its capacity as administrative agent (the “Administrative Agent”), and each of the holders signatory hereto (each, a “Holder” and, collectively, the “Holders”).
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”).
GLORI ENERGY INC. (f/k/a Glori Acquisition Corp.) DIRECTOR’S AGREEMENTDirector’s Agreement • January 15th, 2015 • Glori Energy Inc. • Crude petroleum & natural gas • Delaware
THIS DIRECTOR’S AGREEMENT (“Agreement”) is executed on January 12, 2015 (the “Effective Date”), by and between Glori Energy Inc., a Delaware corporation (“Company”), and Rocky Duckworth (“Director”).
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 6th, 2015 • Glori Energy Inc. • Crude petroleum & natural gas
THIS Third Amendment to Note Purchase Agreement (this “Third Amendment”) is made and entered into as of November 5, 2015, between GLORI ENERGY PRODUCTION INC., a corporation organized and existing under the laws of the State of Texas (the “Company”), STELLUS CAPITAL INVESTMENT CORPORATION, a corporation organized and existing under the laws of the State of Maryland, in its capacity as administrative agent (the “Administrative Agent”), and each of the holders signatory hereto (each, a “Holder” and, collectively, the “Holders”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 21st, 2014 • Glori Acquisition Corp. • Crude petroleum & natural gas • California
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 27th day of June, 2013, among 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”). Capitalized terms used herein without definition shall have the same meanings given them in the Loan Agreement (as defined below).
