exv4w10






Exhibit 4.10



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.




WARRANT AGREEMENT




To Purchase Shares of Preferred Stock of



GLORI ENERGY INC.



Dated as of June 11, 2012 (the “Effective Date”)



     WHEREAS, Glori Energy Inc., a Delaware corporation (the “Company”), Glori California
Inc., a Delaware corporation, Glori Holdings Inc., a Delaware corporation and Glori Oil (Argentina)
Limited, a Delaware corporation have entered into a Loan and Security Agreement of even date
herewith (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc., a Maryland
corporation (the “Warrantholder”);



     WHEREAS, the Company desires to grant to Warrantholder, in consideration for, among other
things, the financial accommodations provided for in the Loan Agreement, the right to purchase
shares of its Preferred Stock pursuant to this Warrant Agreement (this “Agreement”);



     NOW, THEREFORE, in consideration of the Warrantholder executing and delivering the Loan
Agreement and providing the financial accommodations contemplated therein, and in consideration of
the mutual covenants and agreements contained herein, the Company and Warrantholder agree as
follows:



          SECTION 1. GRANT OF THE RIGHT TO PURCHASE PREFERRED STOCK.




     For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is
entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and
purchase, from the Company, the Designated Warrant Number (as defined below) of fully paid and
non-assessable shares of the Preferred Stock (as defined below) at the Exercise Price (as defined
below). The number and Exercise Price of such shares are subject to adjustment as provided in
Section 8. As used herein, the following terms shall have the following meanings:




	 	 	“Act” means the Securities Act of 1933, as amended.
	 
	 	 	“Affiliate” of a person means any other person that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with,
such person. The term “control” (including the terms “controlled by” and “under common
control with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership




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		 	of voting securities, by contract or otherwise. The term “person” as used in this
Agreement means an individual, corporation, partnership, joint venture, limited liability
company, trust, association or other entity.
	 
	 	 	“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which
banking institutions in Houston, Texas or Palo Alto, California are authorized or obligated
by law or executive order to close.
	 
	 	 	“Charter” means the Company’s Certificate of Incorporation or other constitutional
document, as may be amended, restated or amended and restated from time to time.
	 
	 	 	“Common Stock” means the Company’s common stock, $0.0001 par value per share.
	 
	 	 	“Designated Warrant Number” means the quotient of the Warrant Coverage divided by
the Exercise Price, which quotient, if not a whole number, shall be rounded down to the
nearest whole number.
	 
	 	 	“Excluded Issuances” means any issuance or sale by the Company after the Effective
Date of: (a) shares of Preferred Stock or Common Stock issued upon the exercise of this
Agreement; (b) shares of Preferred Stock, Common Stock or securities (directly or
indirectly) convertible into or exchangeable for Preferred Stock or Common Stock, including
warrants or other rights or options to subscribe for or purchase Common Stock or Preferred
Stock, issued (i) to persons in connection with a joint venture, strategic alliance or
other commercial relationship with such person (including persons that are customers,
suppliers and strategic partners of the Company) relating to the operation of the Company’s
business and not for the primary purpose of raising equity capital, (ii) in connection with
a transaction in which the Company, directly or indirectly, acquires another business or
its tangible or intangible assets, or (iii) to lenders as equity kickers in connection with
debt financings of the Company, in each case where such transactions have been approved by
the Board of Directors of the Company; (c) shares of Preferred Stock, Common Stock or
securities (directly or indirectly) convertible into or exchangeable for Preferred Stock or
Common Stock, including warrants or other rights or options to subscribe for or purchase
Common Stock or Preferred Stock issued to the lessor or vendor in any office lease or
equipment lease or similar equipment financing transaction in which the Company obtains the
use of such office space or equipment for its business; or (d) shares of Preferred Stock,
Common Stock or securities (directly or indirectly) convertible into or exchangeable for
Preferred Stock or Common Stock, including warrants or other rights or options to subscribe
for or purchase Common Stock or Preferred Stock, that is covered by Section 8 of this
Agreement.
	 
	 	 	“Exercise Price” means a purchase price of any of the following, as applicable: (a)
if the Warrant is exercised with respect to Series C Preferred Stock, the lower of (i)
$2.741 per share, or (ii) the Subsequent Round Securities Price Per Share (whether such
Subsequent Round is with respect to Series C Preferred Stock or another Subsequent Round,
at Warrantholder’s option), or (b) if the Warrant is exercised with respect to another
Subsequent Round, the Subsequent Round Securities Price Per Share.
	 
	 	 	“Initial Public Offering” means the initial underwritten public offering of the
Company’s Common Stock pursuant to a registration statement under the Act, which public
offering has been declared effective by the Securities and Exchange Commission
(“SEC”).
	 
	 	 	“Merger Event” means a merger or consolidation involving the Company in which the
Company is not the surviving entity, or in which the outstanding shares of the Company’s
capital stock are otherwise converted into or exchanged for shares of capital stock of
another entity.




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	 	 	“Preferred Stock” means, at the Warrantholder’s option, (a) the Series C Preferred
Stock of the Company, or (b) shares of any other series of preferred stock of the Company
issued in a Subsequent Round prior to the Initial Public Offering. In the case of each of
(a) and (b), upon and after the occurrence of an event which results in the automatic or
voluntary conversion, redemption or retirement of all (but not less than all) of the
outstanding shares of such Preferred Stock, including, without limitation, the consummation
of an Initial Public Offering of the Common Stock in which such a conversion occurs, into
 shares of Common Stock (any such event referred to herein as a “Conversion Event”)
then from and after the date upon which such outstanding shares are so converted, redeemed
or retired, “Preferred Stock” shall mean such Common Stock. If a Conversion Event occurs
with respect to a series of Preferred Stock, then in lieu of such shares of Preferred Stock
that the Warrantholder would have been entitled to purchase pursuant to this Agreement
prior to such Conversion Event, the Warrantholder shall thereafter be entitled to purchase
such number of shares of Common Stock that the Warrantholder would have been entitled to
had it exercised this Agreement with respect to such shares of Preferred Stock immediately
prior to such Conversion Event and then participated in the Conversion Event.
	 
	 	 	“Purchase Price” means, with respect to any exercise of this Agreement, an amount
equal to the Exercise Price as of the relevant time multiplied by the number of shares of
Preferred Stock requested to be exercised under this Agreement pursuant to such exercise.
	 
	 	 	“Subsequent Round” means the closing of any Company financing involving the sale of
Preferred Stock for cash which becomes effective after the Effective Date but before an
Initial Public Offering. Subsequent Round shall exclude the Excluded Issuances.
	 
	 	 	“Subsequent Round Securities Price Per Share” means the lowest price per share paid
by investors paying cash for Preferred Stock issued and sold by the Company in the
Subsequent Round.
	 
	 	 	“Warrant Coverage” means $400,000.





          SECTION 2. TERM OF THE AGREEMENT.




     Except as otherwise provided for herein, the term of this Agreement and the right to purchase
Preferred Stock as granted herein (the “Warrant”) shall commence on the Effective Date and
shall be exercisable for a period ending at 5:00 p.m., Houston, Texas time, on the tenth
anniversary of the Effective Date, or if such day is not a Business Day, on the next preceding
Business Day.



          SECTION 3. EXERCISE OF THE PURCHASE RIGHTS.




     (a) Exercise. The purchase rights set forth in this Agreement are exercisable by the
Warrantholder, for all or any part of the Warrant Coverage, at any time, or from time to time,
prior to the expiration of the term set forth in Section 2, by tendering to the Company at its then
principal executive offices this Agreement and a notice of exercise in the form attached hereto as
Exhibit I (the “Notice of Exercise”), duly completed and executed and payment in
full of the Purchase Price in accordance with the terms set forth below. Promptly upon receipt of
the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth
below, and in no event later than five (5) Business Days thereafter, the Company shall issue to the
Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute
the acknowledgment of exercise in the form attached hereto as Exhibit II (the



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“Acknowledgment of Exercise”) indicating the Warrant Coverage amount which remains
subject to future purchases, if any.




     The Purchase Price may be paid at the Warrantholder’s election either (i) by cash or check, or
(ii) by surrender of all or a portion of the Warrant for shares of Preferred Stock to be exercised
under this Agreement and, if applicable, an amended Agreement representing the remaining number of
shares purchasable hereunder, as determined below (“Net Issuance”). If the Warrantholder
elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the
following formula:



	 	 	 	 	 	 	 

	 

	 	X =
	 	Y(A-B)
 

     A
	 	 






	 	 	 	 	 

	Where:

	 	X =
	 	the number of shares of Preferred Stock to be issued to
the Warrantholder.
	 
	 	 	 	 
	 

	 	 	 	                    Y = the number of shares of Preferred Stock
requested to be exercised under this Agreement.
	 
	 	 	 	 
	 

	 	 	 	                    A = the fair market value of one (1) share
of Preferred Stock at the time of issuance of such shares
of Preferred Stock.
	 
	 	 	 	 
	 

	 	B =
	 	the Exercise Price.






     For purposes of the above calculation, current fair market value of Preferred Stock shall mean
with respect to each share of Preferred Stock:




     (i) if the exercise is in connection with an Initial Public Offering, and if the
Company’s Registration Statement relating to such Initial Public Offering has been declared
effective by the SEC and the Initial Public Offering has closed, then the fair market value
per share shall be the product of (x) the initial “Price to Public” of the Common Stock
specified in the final prospectus with respect to the offering and (y) the number of shares
of Common Stock into which each share of Preferred Stock is convertible at the time of such
exercise;




     (ii) if the exercise is after, and not in connection with an Initial Public Offering,
and:




     (A) if the Common Stock is traded on a securities exchange, the fair market
value shall be deemed to be the product of (x) the average of the closing prices
over a five (5) day period ending three days before the day the current fair market
value of the securities is being determined and (y) the number of shares of Common
Stock into which each share of Preferred Stock was convertible at the time of the
Initial Public Offering; or




     (B) if the Common Stock is traded over-the-counter, the fair market value
shall be deemed to be the product of (x) the average of the closing bid and asked
prices quoted on the NASDAQ system (or similar system) over the five (5) day period
ending three days before the day the current fair market value of the securities is
being determined and (y) the number of shares of Common Stock into which each share
of Preferred Stock was convertible at the time of the Initial Public Offering;




     (iii) if at any time the Common Stock is not listed on any securities exchange or
quoted in the NASDAQ National Market or the over-the-counter market, the current fair
market value of Preferred Stock shall be the product of (x) the highest price per share
which the Company could obtain from a willing buyer (not a current employee or



4









 






director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors, unless the Company shall
become subject to a Merger Event, in which case the fair market value of Preferred Stock
shall be deemed to be the per share value received by the holders of the Company’s Preferred Stock on a common equivalent basis pursuant to such Merger Event, and (y) the
number of shares of Common Stock into which each share of Preferred Stock is convertible at
the time of such exercise; provided, however, that if such exercise occurs on or after the
time of a Conversion Event, the number of shares of Common Stock into which each share of
Preferred Stock is converted shall be the number of shares of Common Stock into which each
share of Preferred Stock was convertible at the time of the Conversion Event.



     Upon partial exercise of the Warrant, the Company shall promptly issue an amended Agreement
representing the remaining Warrant Coverage hereunder. All other terms and conditions of such
amended Agreement shall be identical to those contained herein, including, but not limited to the
Effective Date hereof.



     (b) Exercise Prior to Expiration. To the extent this Agreement is not previously
exercised as to all Preferred Stock subject hereto, and if the fair market value of one share of
the Preferred Stock is greater than the Exercise Price then in effect, this Agreement shall be
deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) immediately
before its expiration. For purposes of such automatic exercise, the fair market value of one share
of the Preferred Stock upon such expiration shall be determined pursuant to Section 3(a). To the
extent this Agreement or any portion thereof is deemed automatically exercised pursuant to this
Section 3(b), the Company agrees to promptly notify the Warrantholder of the number of shares of
Preferred Stock, if any, the Warrantholder is to receive by reason of such automatic exercise.



          SECTION 4. RESERVATION OF SHARES.




     During the term of this Agreement, the Company will at all times have authorized and reserved
a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to
purchase Preferred Stock as provided for herein, and shall have authorized and reserved a
sufficient number of shares of its Common Stock to provide for the conversion of the Preferred
Stock available hereunder; provided, however, that if at any time the number of authorized but
unissued shares of Preferred Stock or Common Stock shall not be sufficient or shall not be
sufficient to effect the conversion of the Preferred Stock available hereunder, the Company shall
take such corporate action as may be necessary to increase its authorized but unissued shares of
Preferred Stock or Common Stock, as applicable, to such number of shares as shall be sufficient for
such purposes, including, without limitation, engaging in commercially reasonable best efforts to
obtain the requisite stockholder approval of the necessary amendment to the Certificate of
Incorporation.



          SECTION 5. NO FRACTIONAL SHARES OR SCRIP.




     No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Agreement, but in lieu of such fractional shares the Company shall make a cash payment
therefor upon the basis of the Exercise Price then in effect.



          SECTION 6. NO RIGHTS AS SHAREHOLDER/STOCKHOLDER.




     This Agreement does not entitle the Warrantholder to any voting rights or other rights as a
stockholder of the Company prior to the exercise of this Agreement.



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          SECTION 7. WARRANTHOLDER REGISTRY.




     The Company shall maintain a registry showing the name and address of the registered holder of
this Agreement. Warrantholder’s initial address, for purposes of such registry, is set forth below
Warrantholder’s signature on this Agreement. Warrantholder may change such address by giving
written notice of such changed address to the Company.



          SECTION 8. ADJUSTMENT RIGHTS.




     The Exercise Price and the number of shares of Preferred Stock purchasable hereunder are
subject to adjustment, as follows:



     (a) Merger Event. If at any time there shall be Merger Event, then, as a part of such
Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled
to receive, upon exercise of this Agreement, the number of shares of preferred stock or other
securities or property of the successor corporation resulting from such Merger Event that would
have been issuable if Warrantholder had exercised this Agreement immediately prior to the Merger
Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s
Board of Directors) shall be made in the application of the provisions of this Agreement with
respect to the rights and interests of the Warrantholder after the Merger Event to the end that the
provisions of this Agreement (including adjustments of the Exercise Price and number of shares of
Preferred Stock purchasable) shall be applicable in their entirety, and to the greatest extent
possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing
thereof, the successor or surviving entity shall assume the obligations of this Agreement.
Notwithstanding anything to the contrary contained herein, with respect to any Merger Event, the
Warrantholder shall have the right to elect prior to the consummation of such Merger Event, to give
effect to the exercise rights contained in Section 3 of this Agreement instead of giving effect to
the provisions contained in this Section 8(a) with respect to this Warrant.



     (b) Reclassification of Shares. Except as set forth in Section 8(a), if the Company
at any time shall, by combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this Agreement exist into
the same or a different number of securities of any other class or classes, this Agreement shall
thereafter represent the right to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the securities which were subject to the
purchase rights under this Agreement immediately prior to such combination, reclassification,
exchange, subdivision or other change.



     (c) Subdivision or Combination of Shares. If the Company at any time shall combine or
subdivide its Preferred Stock, (i) in the case of a subdivision, the Exercise Price shall be
proportionately decreased, or (ii) in the case of a combination, the Exercise Price shall be
proportionately increased.



     (d) Stock Dividends. If the Company at any time while this Agreement is outstanding
and unexpired shall:




     (i) pay a dividend with respect to the Preferred Stock payable in Preferred Stock,
then the Exercise Price shall be adjusted, from and after the date of determination of
stockholders entitled to receive such dividend or distribution, to that price determined by
multiplying the Exercise Price in effect immediately prior to such date of determination by
a fraction (A) the numerator of which shall be the total number of shares of Preferred
Stock outstanding immediately prior to such dividend or distribution, and (B) the
denominator of which shall be the total number of shares of Preferred Stock outstanding
immediately after such dividend or distribution; or



6









 






     (ii) make any other distribution with respect to Preferred Stock (or stock into which
the Preferred Stock is convertible), except (i) any distribution specifically provided for
in any other clause of this Section 8 and (ii) any accruing dividends set forth in Article
FOURTH, Section B. 1. of the Company’s Charter or any comparable provision contained in the
Company’s Charter for any other series of Preferred Stock issued after the Effective Date
(“Accruing Dividends”), then, in each such case, provision shall be made by the
Company such that the Warrantholder shall receive upon exercise or conversion of this
Warrant a proportionate share of any such distribution as though it were the holder of the
Preferred Stock (or other stock for which the Preferred Stock is convertible) as of the
record date fixed for the determination of the stockholders of the Company entitled to
receive such distribution.



     (e) Antidilution Rights. The Company shall promptly provide the Warrantholder with
any restatement, amendment, modification or waiver of the Charter. The Company shall provide
Warrantholder with prior written notice of any Subsequent Round to occur after the Effective Date
of this Agreement, which notice shall include (a) the price at which such stock or security is to
be sold, (b) the number of shares to be issued, and (c) such other information as necessary for
Warrantholder to determine if a dilutive event has occurred.



     (f) Notice of Adjustments. If: (i) the Company shall declare any dividend or
distribution upon its stock, whether in stock, cash, property or other securities (and until
termination of the Loan Agreement, assuming Warrantholder consents to a dividend involving cash as
contemplated by Section 7.7 of the Loan Agreement); (ii) the Company shall offer for subscription
prorata to the holders of any class of its Preferred Stock or other convertible stock any
additional shares of stock of any class or other rights; (iii) there shall be any Merger Event;
(iv) there shall be an Initial Public Offering; (v) the Company shall sell, lease, license or
otherwise transfer all or substantially all of its assets; or (vi) there shall be any voluntary
dissolution, liquidation or winding up of the Company; then, in connection with each such event,
the Company shall send to the Warrantholder: (A) at least twenty (20) days’ prior written notice of
the date on which the books of the Company shall close or a record shall be taken for such
dividend, distribution, subscription rights (specifying the date on which the holders of Preferred
Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event,
dissolution, liquidation or winding up; (B) in the case of any such Merger Event, sale, lease,
license or other transfer of all or substantially all assets, dissolution, liquidation or winding
up, at least twenty (20) days’ prior written notice of the date when the same shall take place (and
specifying the date on which the holders of Preferred Stock shall be entitled to exchange their
Preferred Stock for securities or other property deliverable upon such Merger Event, dissolution,
liquidation or winding up); and (C) in the case of an Initial Public Offering, the Company shall
give the Warrantholder at least twenty (20) days’ written notice prior to the effective date
thereof.



     Each such written notice shall set forth, in reasonable detail, (i) the event requiring the
notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B)
the method by which such adjustment was calculated, (C) the adjusted Exercise Price (if the
Exercise Price has been adjusted), and (D) the number of shares subject to purchase hereunder after
giving effect to such adjustment, and shall be given by first class mail, postage prepaid, or by
reputable overnight courier with all charges prepaid, addressed to the Warrantholder at the address
for Warrantholder set forth in the registry referred to in Section 7.



     (g) Timely Notice. Failure to timely provide such notice required by subsection (f)
above shall entitle Warrantholder to retain the benefit of the applicable notice period
notwithstanding anything to the contrary contained in any insufficient notice received by
Warrantholder. For purposes of this subsection (g), the notice period shall begin on the date
Warrantholder receives a



7









 




written notice in accordance with Section 12(g) containing all the information required to be
provided in such subsection (f).




     SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.




     (a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the
Warrantholder’s rights hereunder as of the Effective Date has been duly and validly reserved and,
when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid
and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature
whatsoever; provided, that the Preferred Stock issuable pursuant to this Agreement may be
subject to restrictions on transfer under state and/or federal securities laws. On or prior to the
Effective Date, the Company has made available to the Warrantholder true, correct and complete
copies of its Charter and current bylaws. The issuance of certificates for shares of Preferred
Stock upon exercise of this Agreement shall be made without charge to the Warrantholder for any
issuance tax in respect thereof, or other cost incurred by the Company in connection with such
exercise and the related issuance of shares of Preferred Stock; provided, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer and the
issuance and delivery of any certificate in a name other than that of the Warrantholder, and no
such issuance or delivery shall be made unless and until the person requesting such issuance has
paid to the Company the amount of any such tax, or has established to the satisfaction of the
Company that such tax has been paid.



     (b) Due Authority. The execution and delivery by the Company of this Agreement and
the performance of all obligations of the Company hereunder, including the issuance to
Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which
it may be converted, have been duly authorized by all necessary corporate action on the part of the
Company. This Agreement: (1) does not violate the Company’s Charter or current bylaws; (2) does
not contravene any law or governmental rule, regulation or order applicable to it; and (3) does not
and will not contravene any provision of, or constitute a default under, any indenture, mortgage,
contract or other instrument to which it is a party or by which it is bound, other than, in the
case of (2) and (3) above, any such violation or contravention that would not have a material
adverse affect on the business or financial condition of the Company. This Agreement constitutes a
legal, valid and binding agreement of the Company, enforceable in accordance with its terms, except
as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
and any other laws of general application affecting enforcement of creditors’ rights generally, and
as limited by laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies.



     (c) Consents and Approvals. No consent or approval of, giving of notice to,
registration with, or taking of any other action in respect of any state, federal or other
governmental authority or agency is required with respect to the execution, delivery and
performance by the Company of its obligations under this Agreement, except for the filing of
notices pursuant to Regulation D under the Act and any filing required by applicable state
securities law, which filings will be effective by the time required thereby.



     (d) Issued Securities. All issued and outstanding shares of Common Stock, Preferred
Stock or any other securities of the Company have been duly authorized and validly issued and are
fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any
other securities were issued in full compliance with all federal and state securities laws. In
addition, as of the date immediately preceding the date of this Agreement:




     (i) The authorized capital of the Company consists of (A)100,000,000 shares of Common
Stock, of which 3,066,663 shares are issued and outstanding, and (B)



8









 






10,719,511 shares of Preferred Stock, of which 521,852 are designated as Series A
Preferred Stock, 2,901,052 are designated as Series B Preferred Stock and 7,296,607 are
designated as Series C Preferred Stock. The following shares of Preferred Stock are issued
and outstanding: 475,541 shares of Series A Preferred Stock; 2,901,052 shares of Series B
Preferred Stock and 7,296,607 shares of Series C Preferred Stock.




     (ii) The Company has reserved 5,453,740 shares of Common Stock for issuance under its
Glori Oil Limited Amended and Restated 2006 Stock Option and Grant Plan, under which
4,608,226 options are outstanding. There are no other options, warrants, conversion
privileges or other rights presently outstanding to purchase or otherwise acquire any
authorized but unissued shares of the Company’s capital stock or other securities of the
Company, except for a warrant issued to Silicon Valley Bank dated August 5, 2008 and a
warrant issued to GTI Glori Oil Fund I L.P. dated November 30, 2006. The Company has no
outstanding loans to any employee, officer or director of the Company, and the Company
agrees not to enter into any such loan or otherwise guarantee the payment of any loan made
to an employee, officer or director by a third party.




     (iii) No stockholder of the Company has preemptive rights to purchase new issuances
of the Company’s capital stock, other than as set forth in Section 4 of the Third Amended
and Restated Investors’ Rights Agreement, dated as of December 30, 2011, among the Company
and the investors named therein, as amended by the First Amendment to the Third Amended and
Restated Investors’ Rights Agreement, dated as of January 19, 2012, among the Company and
the investors named therein (the “Investors’ Rights Agreement”).



     (e) Insurance. As of the Effective Date, the Company has in full force and effect
insurance policies, with extended coverage, insuring the Company and its property and business
against such losses and risks, and in such amounts, as are customary for corporations engaged in a
similar business and similarly situated and as otherwise may be required pursuant to the terms of
any other contract or agreement.



     (f) Other Commitments to Register Securities. Except as set forth in the Investors’
Rights Agreement, the Company is not, pursuant to the terms of any other agreement in existence as
of the Effective Date, under any obligation to register under the Act any of its presently
outstanding securities or any of its securities which may hereafter be issued.



     (g) Exempt Transaction. Subject to the accuracy of the Warrantholder’s
representations in Section 10, the issuance of the Preferred Stock upon exercise of this Agreement,
and the issuance of the Common Stock upon conversion of the Preferred Stock, will each constitute a
transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon
Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities
laws.



     (h) Compliance with Rule 144. If the Warrantholder proposes to sell Preferred Stock
issuable upon the exercise of this Agreement, or the Common Stock into which it is convertible, in
compliance with Rule 144 promulgated under the Act and if the Company is a reporting issuer as
described in Rule 144(c)(1) promulgated under the Act, then, upon Warrantholder’s written request
to the Company, the Company shall furnish to the Warrantholder, within ten days after receipt of
such request, a written statement confirming the Company’s compliance with the filing requirements
set forth in Rule 144(c)(1) promulgated under the Act, as such Rule may be amended from time to
time.



     (i) Information Rights. From the Effective Date until the date a registration
statement is declared effective in connection with an Initial Public Offering, Warrantholder shall



9









 




be entitled to the information rights contained in Section 7.1 of the Loan Agreement, and
Section 7.1 of the Loan Agreement is hereby incorporated into this Agreement by this reference as
though fully set forth herein, provided, however, that the Company shall not be required to deliver
a Compliance Certificate once all Indebtedness (as defined in the Loan Agreement) owed by the
Company to Warrantholder has been repaid. Notwithstanding anything to the contrary contained
herein, only Hercules Technology Growth Capital, Inc. and its Affiliates shall be entitled to the
rights set forth in this Section 9(i) for so long as Warrantholder or an Affiliate is a
Warrantholder and no other assignee or transferee of this Warrant or any of the rights hereunder
shall be entitled to the information rights set forth in this Section 9(i).




     SECTION 10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.




     This Agreement has been entered into by the Company in reliance upon the following
representations and covenants of the Warrantholder:



     (a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock
issuable upon exercise of the Warrantholder’s rights contained herein or the Common Stock issuable
upon conversion of the Preferred Stock will be acquired for investment for the Warrantholder’s own
account and not with a view to the sale or distribution of any part thereof, and the Warrantholder
has, and at the time of exercise will have, no present intention of selling or engaging in any
public distribution of the same except pursuant to registration or exemption under the Act.



     (b) Private Issue. The Warrantholder understands (i) that the Preferred Stock (and
the Common Stock issuable upon conversion of the Preferred Stock) issuable upon exercise of this
Agreement is not registered under the Act or qualified under applicable state securities laws on
the ground that the issuance contemplated by this Agreement will be exempt from the registration
and qualifications requirements thereof, (ii) that this Warrant and the Preferred Stock (and the
Common Stock issuable upon conversion of the Preferred Stock) to be issued upon exercise hereof are
“restricted securities” under the federal securities laws inasmuch as they are being acquired from
the Company in a transaction not involving a public offering and that, under such laws and
applicable regulations, such securities may be resold without registration under the Act only in
certain limited circumstances, and (iii) that the Company’s reliance on such exemption is
predicated on the representations set forth in this Section 10.



     (c) Financial Risk. The Warrantholder has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its investment, and has
the ability to bear the economic risks of the investment in this Warrant. The Warrantholder has
had an opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Warrant and the business, properties, prospects and financial
condition of the Company.



     (d) Risk of No Registration. The Warrantholder understands that if the Company does
not register with the SEC pursuant to Section 12 of the Securities Exchange Act of 1934 (the
“1934 Act”), or file reports pursuant to Section 15(d) of the 1934 Act, or if a
registration statement covering the securities under the Act is not in effect when it desires to
sell (i) the rights to purchase Preferred Stock pursuant to this Agreement or (ii) the Preferred
Stock issuable upon exercise of the right to purchase, it may be required to hold such securities
for an indefinite period. The Warrantholder also understands that any sale of (A) its rights
hereunder to purchase Preferred Stock or (B) Preferred Stock issued or issuable hereunder which
might be made by it in reliance upon Rule 144 promulgated under the Act may be made only in
accordance with the terms and conditions of that Rule.



10









 





     (e) Accredited Investor. Warrantholder is an “accredited investor” within the meaning
of the Rule 501 of Regulation D promulgated under the Act, as presently in effect.



     (f) Authorization. The Warrantholder has full power and authority to enter into this
Agreement. This Agreement constitutes a legal, valid and binding agreement of the Warrantholder,
enforceable in accordance with its terms.



     (g) Agreement to Comply with the Securities Act; Legend. The Warrantholder, by
acceptance of this Warrant, agrees to comply in all respects with the provisions of this Section
10(g) and the restrictive legend requirements set forth on the face of this Warrant and further
agrees that such Warrantholder shall not offer, sell or otherwise dispose of this Warrant or any
shares of Preferred Stock or Common Stock to be issued upon exercise hereof except under
circumstances that will not result in a violation of the Act. This Warrant and all Preferred Stock
and Common Stock issued upon exercise of this Warrant (unless registered under the Act) shall be
stamped or imprinted with a legend in substantially the form set forth on the first page of this
Agreement.



     (h) Voting Agreement. Notwithstanding anything to the contrary contained herein, if
this Warrant is exercised in whole or in part during the term of the Third Amended and Restated
Voting Agreement, dated as of December 30, 2011, among the Company, each holder of the Company’s
preferred stock and the holders of Common Stock named therein, as amended by the First Amendment to
the Third Amended and Restated Voting Agreement, dated as of January 19, 2012, among the Company,
each holder of the Company’s preferred stock and the holders of Common Stock named therein (as such
agreement may be amended or amended and restated from time to time, the “Voting
Agreement”), the Warrantholder shall become a party to the Voting Agreement by executing an
Adoption Agreement or a counterpart signature page to the Voting Agreement agreeing to be bound by
and subject to the terms of the Voting Agreement and any other documents required to be executed
and delivered by the Voting Agreement, all in accordance with Section 6.1 of the Voting Agreement,
as such provision may be amended or amended and restated from time to time. Compliance with this
Section 10(h) shall be a pre-condition to the exercise of this Warrant and the issuance by the
Company of any securities hereunder.



     (i) Lock-up Agreement. On or prior to the Effective Date, the Warrantholder shall
enter into a lockup agreement in favor of the underwriters in connection with the Company’s
contemplated initial public offering, as described in the Company’s Registration Statement on Form
S-1 (333-177172), as amended, filed with the SEC.



          SECTION 11. TRANSFERS.




     In connection with a collateral arrangement arising out of Warrantholder’s borrowing
arrangements with its lenders, each taker and holder of this Agreement, by taking or holding the
same, consents and agrees that this Agreement, when endorsed in blank (and subject to the other
transfer requirements set forth in this Section 11), shall be deemed negotiable, and that the
holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the
Company’s books, shall be treated by the Company and all other persons dealing with this Agreement
as the absolute owner hereof for any purpose and as the person entitled to exercise the rights
represented by this Agreement. Subject to compliance with applicable federal and state securities
laws, the transfer conditions referred to in the legend endorsed hereon and the transfer conditions
set forth in this Section 11, this Warrant and all rights hereunder are transferable, in whole or
in part, by the Warrantholder without charge to the Warrantholder, upon surrender of this Warrant
to the Company at its then principal executive offices with a properly completed and duly executed
notice of transfer in the form attached hereto as Exhibit III (the “Transfer Notice”),
together with funds sufficient to pay any transfer taxes described in Section 9(a) in connection



11









 




with the making of such transfer. Upon such compliance, surrender and delivery and, if required,
such payment, the transfer of the Warrant shall be recorded on the books of the Company and the
Company shall execute and deliver a new Warrant in the name of the assignee or assignees and in the
denominations specified in such Transfer Notice, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be
cancelled. The Warrantholder shall not transfer the Warrant or any of the rights hereunder without
the prior written approval of the Company, which approval shall not be unreasonably withheld, to
any individual, person, corporation, partnership or other entity that is a direct competitor of the
Company. Notwithstanding anything to the contrary contained herein, no assignee or transferee of
this Warrant or any of the rights hereunder (except any Affiliate of Warrantholder) shall be
entitled to the information rights set forth in Section 9(i) of this Agreement or any other
non-public information relating to the Company.




          SECTION 12. MISCELLANEOUS.




     (a) Effective Date. The provisions of this Agreement shall be construed and shall be
given effect in all respects as if it had been executed and delivered by the parties hereto on the
date hereof. This Agreement shall be binding upon any successors and assigns of the Company and
the successors and permitted assigns of the Warrantholder.



     (b) Remedies. In the event of any default hereunder, the non-defaulting party may
proceed to protect and enforce its rights either by suit in equity and/or by action at law,
including but not limited to an action for damages as a result of any such default, and/or an
action for specific performance for any default where such party will not have an adequate remedy
at law and where damages will not be readily ascertainable. Each party to this Agreement expressly
agrees that it shall not oppose an application by the other party or any other person entitled to
the benefit of this Agreement requiring specific performance of any or all provisions hereof or
enjoining the breaching party from continuing to commit any such breach of this Agreement.



     (c) No Impairment of Rights. The Company will not, by amendment of its Charter or
through any other means, avoid or seek to avoid the observance or performance of any of the terms
of this Agreement, but will at all times in a commercially reasonable manner assist in the carrying
out of all such terms.



     (d) Additional Documents. The Company, upon execution of this Agreement, shall
provide the Warrantholder with certified resolutions relating to (i) the reservation of the
Preferred Stock issuable upon exercise of the Warrantholder’s rights hereunder as of the Effective
Date and (ii) the authorization of the execution and delivery by the Company of this Agreement and
the performance of all obligations of the Company hereunder, including the issuance to the
Warrantholder of the right to acquire the shares of Preferred Stock and the Common Stock into which
it may be converted.



     (e) Attorney’s Fees. In any litigation, arbitration or court proceeding between the
Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys’
fees and expenses and all costs of proceedings incurred in enforcing this Agreement. For the
purposes of this Section 12(e), attorneys’ fees shall include without limitation fees incurred in
connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion,
proceeding or other activity of any kind in connection with an insolvency proceeding; (iv)
garnishment, levy, and debtor and third party examinations; and (v) post-judgment motions and
proceedings of any kind, including without limitation any activity taken to collect or enforce any
judgment.



     (f) Severability. In the event any one or more of the provisions of this Agreement
shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this



12









 




Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be
replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to
the intention of the parties underlying the invalid, illegal or unenforceable provision.




     (g) Notices. Except as otherwise provided herein, any notice, demand, request,
consent, approval, declaration, service of process or other communication that is required,
contemplated, or permitted under this Agreement or with respect to the subject matter hereof shall
be in writing, and shall be deemed to have been validly served, given, delivered, and received upon
the earlier of: (i) the day of transmission by facsimile or hand delivery if transmission or
delivery occurs on a Business Day at or before 5:00 pm in the time zone of the recipient, or, if
transmission or delivery occurs on a non-Business Day or after such time, the first Business Day
thereafter, or the first Business Day after deposit with an overnight express service or overnight
mail delivery service; or (ii) the third calendar day after deposit in the United States mails,
with proper first class postage prepaid, and shall be addressed to the party to be notified as
follows:


If to Warrantholder:



HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

Legal Department

Attention: Chief Legal Officer and Manuel Henriquez

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

Telephone: 650-289-3060



With a copy to:



SIDLEY AUSTIN LLP

Attn: Pamela J. Martinson

1001 Page Mill Road, Bldg. 1

Palo Alto, CA 94304

Facsimile: 650-565-7100

Telephone: 650-565-7044



(i) If to the Company:



GLORI ENERGY INC.

Attention: Victor M. Perez, Chief Financial Officer

4315 South Drive

Houston, Texas 77053

Facsimile: 713-237-8585

Telephone: 832-412-1432



With a copy to:



FULBRIGHT & JAWORSKI L.L.P.

Attn: Charles D. Powell

Fulbright Tower

1301 McKinney, Suite 5100

Facsimile: 713-651-5246

Telephone: 713-651-5431







13









 







or to such other address as each party may designate for itself by like notice.




     (h) Entire Agreement; Amendments. This Agreement constitute the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof, and supersede and
replace in their entirety any prior proposals, term sheets, letters, negotiations or other
documents or agreements, whether written or oral, with respect to the subject matter hereof
(including Lender’s revised proposal letter dated March 16, 2012). None of the terms of this
Agreement may be amended except by an instrument executed by each of the parties hereto.



     (i) Headings. The various headings in this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.



     (j) Advice of Counsel. Each of the parties represents to each other party hereto that
it has discussed (or had an opportunity to discuss) with its counsel this Agreement and,
specifically, the provisions of Sections 12(m), 12(n), 12(o), 12(p) and 12(r).



     (k) No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Agreement.



     (l) No Waiver. No omission or delay by a party to this Agreement at any time to
enforce any right or remedy reserved to it, or to require performance of any of the terms,
covenants or provisions hereof by the other party to this Agreement at any time designated, shall
be a waiver of any such right or remedy, nor shall it in any way affect the right of such party to
enforce such provisions thereafter.



     (m) Survival. Except as otherwise provided herein, all agreements set forth in
Sections 10(g), 10(h) and 12(r) hereof and all representations and warranties contained in this
Agreement shall survive the execution and delivery of this Agreement and the expiration or other
termination of this Agreement.



     (n) Governing Law. This Agreement has been negotiated and delivered to Warrantholder
in the State of California, and shall have been accepted by Warrantholder in the State of
California. Delivery of Preferred Stock to Warrantholder by the Company under this Agreement is
due in the State of California. This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of California, excluding conflict of laws principles that
would cause the application of laws of any other jurisdiction.



     (o) Consent to Jurisdiction and Venue. All judicial proceedings arising in or under
or related to this Agreement may be brought in any state or federal court located in the State of
California. By execution and delivery of this Agreement, each party hereto generally and
unconditionally: (i) consents to nonexclusive personal jurisdiction in Santa Clara County, State of
California; (ii) waives any objection as to jurisdiction or venue in Santa Clara County, State of
California; and (iii) agrees not to assert any defense based on lack of jurisdiction or venue in
the aforesaid courts. Service of process on any party hereto in any action arising out of or
relating to this Agreement shall be effective if given in accordance with the requirements for
notice set forth in Section 12(g), and shall be deemed effective and received as set forth in
Section 12(g). Nothing herein shall affect the right to serve process in any other manner
permitted by law or shall limit the right of either party to bring proceedings in the courts of any
other jurisdiction.



     (p) Mutual Waiver of Jury Trial/Judicial Reference.



14









 





          (i) Because disputes arising in connection with complex financial transactions are most
quickly and economically resolved by an experienced and expert person and the parties wish
applicable state and federal laws to apply (rather than arbitration rules), the parties desire that
their disputes be resolved by a judge applying such applicable laws. EACH OF THE COMPANY AND
WARRANTHOLDER SPECIFICALLY WAIVE ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION,
CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”)
ASSERTED BY THE COMPANY AGAINST WARRANTHOLDER OR ITS ASSIGNEE OR BY WARRANTHOLDER OR ITS ASSIGNEE
AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve Persons
other than the Company and Warrantholder; Claims that arise out of or are in any way connected to
the relationship between the Company and Warrantholder; and any Claims for damages, breach of
contract, specific performance, or any equitable or legal relief of any kind, arising out of this
Agreement.




          (ii) If the waiver of jury trial set forth in Section 12(p)(i) is ineffective or
unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge
sitting without a jury, pursuant to Code of Civil Procedure Section 638, before a mutually
acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of
the Santa Clara County, California. Such proceeding shall be conducted in Santa Clara County,
California, with California rules of evidence and discovery applicable to such proceeding.




          (iii) In the event Claims are to be resolved by judicial reference, either party may seek from
a court identified in Section 12(o), any prejudgment order, writ or other relief and have such
prejudgment order, writ or other relief enforced to the fullest extent permitted by law
notwithstanding that all Claims are otherwise subject to resolution by judicial reference.




     (q) Counterparts. This Agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts, and by different parties hereto in separate
counterparts, each of which when so delivered shall be deemed an original, but all of which
counterparts shall constitute but one and the same instrument.



     (r) Specific Performance. The parties hereto hereby declare that it is impossible to
measure in money the damages which will accrue to Warrantholder by reason of the Company’s failure
to perform any of the obligations under this Agreement and agree that the terms of this Agreement
shall be specifically enforceable by Warrrantholder. If Warrantholder institutes any action or
proceeding to specifically enforce the provisions hereof, any person against whom such action or
proceeding is brought hereby waives the claim or defense therein that Warrantholder has an adequate
remedy at law, and such person shall not offer in any such action or proceeding the claim or
defense that such remedy at law exists.



[Remainder of Page Intentionally Left Blank]






15









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its
officers thereunto duly authorized as of the Effective Date.



	 	 	 	 	 	 	 

	COMPANY:	 	GLORI ENERGY INC.
	 
	 	 	 	 	 	 
	 

	 	               By:

               Name:
	 	/s/ Victor M. Perez
 

Victor M. Perez
	 	 
	 

	 	               Title:
	 	Chief Financial Officer	 	 






	 	 	 	 	 	 	 

	WARRANTHOLDER:	 	HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
	 
	 	 	 	 	 	 
	 

	 	          By:	 	/s/ K. Nicholas Martitsch	 	 
	 

	 	 	 	 

	 	 
	 

	 	          Name:	 	K. Nicholas Martitsch	 	 
	 

	 	          Title:	 	Associate General Counsel	 	 
	 

	 	 	 	 

	 	 






16









 






EXHIBIT I




NOTICE OF EXERCISE


To: [____________________________]





	(1)	 	The undersigned Warrantholder hereby elects to purchase [_______] shares of the Series [__]
Preferred Stock of [_________________], pursuant to the terms of the Agreement dated the [___]
day of [______, _____] (the “Agreement”) between [_________________] and the Warrantholder,
and [CASH PAYMENT: tenders herewith payment of the Purchase Price in full, together with all
applicable transfer taxes, if any.] [NET ISSUANCE: elects pursuant to Section 3(a) of the
Agreement to effect a Net Issuance.]






	(2)	 	Please issue a certificate or certificates representing said shares of Series [__] Preferred
Stock in the name of the undersigned or in such other name as is specified below and that
Warrant Coverage in the amount of $[     ] remains under the Agreement.






	(3)	 	In connection with the exercise of the Warrant, the Warrantholder hereby confirms that each
of the representations and warranties made by the Warrantholder in Section 10(a) through
Section 10(e) of the Agreement are accurate in all respects as of the date of this Notice of
Exercise as if made on the date hereof.






	 	 	 	 	 	 	 

	 	 

	 

(Name)
	 	 
	 	 	 
	 	 	 	 
	 

	 	 

(Address)
	 	 

	 	 	 
	 	 	 	 
	     WARRANTHOLDER: HERCULES TECHNOLOGY GROWTH CAPITAL, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 






17









 






EXHIBIT II




ACKNOWLEDGMENT OF EXERCISE


The undersigned [__________________________], hereby acknowledge receipt of the “Notice of
Exercise” from Hercules Technology Growth Capital, Inc. to purchase [____] shares of the Series
[__] Preferred Stock of [_________________], pursuant to the terms of the Agreement, and further
acknowledges that [$______] of Warrant Coverage remains subject to the terms of the Agreement.




	 	 	 	 	 	 	 

	     COMPANY:	 	GLORI ENERGY, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 






18









 






EXHIBIT III




TRANSFER NOTICE


(To transfer or assign the foregoing Agreement execute this form and supply required information.
Do not use this form to purchase shares.)



FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred
and assigned to




               
              
              
              
              
              


(Please Print)




whose address is      
          
              
              
              


               
              
              
              
              
              





	 	 	 	 	 	 	 

	 

	 	Dated:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Holder’s Signature:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Holder’s Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 

	 	 

	 	 





Signature Guaranteed:                
              
              
              
              
              





NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face
of the Agreement, without alteration or enlargement or any change whatever. Officers of
corporations and those acting in a fiduciary or other representative capacity should file proper
evidence of authority to assign the foregoing Agreement.





19