Ener-Core, Inc. Contracts & Agreements

Form of 2015 Amendment Agreement, effective as of April 30, 2019 (Filed With SEC on May 3, 2019)

Form of 2016 Amendment Agreement, effective as of April 30, 2019 (Filed With SEC on May 3, 2019)

Form of Bridge Notes Amendment Agreement, effective as of April 30, 2019 (Filed With SEC on May 3, 2019)

Form of June 2018 Notes Amendment Agreement, effective as of April 30, 2019 (Filed With SEC on May 3, 2019)

Form of 2015 Amendment Agreement, effective as of March 28, 2019 (Filed With SEC on April 2, 2019)

Form of 2016 Amendment Agreement, effective as of March 28, 2019 (Filed With SEC on April 2, 2019)

Form of Bridge Notes Amendment Agreement, effective as of March 28, 2019 (Filed With SEC on April 2, 2019)

Form of June 2018 Notes Amendment Agreement, effective as of March 28, 2019 (Filed With SEC on April 2, 2019)

Form of 2015 Amendment Agreement, effective as of February 27, 2019 (Filed With SEC on March 1, 2019)

Form of 2016 Amendment Agreement, effective as of February 27, 2019 (Filed With SEC on March 1, 2019)

Form of Bridge Notes Amendment Agreement, effective as of February 27, 2019 (Filed With SEC on March 1, 2019)

Form of June 2018 Notes Amendment Agreement, effective as of February 27, 2019 (Filed With SEC on March 1, 2019)

Form of Amendment No. 1 to 2015 Amendment Agreement, effective as of January 30, 2019 (Filed With SEC on February 1, 2019)

Form of Amendment No. 1 to 2016 Amendment Agreement, effective as of January 30, 2019 (Filed With SEC on February 1, 2019)

Form of Amendment No. 1 to Bridge Notes Amendment Agreement, effective as of January 30, 2019 (Filed With SEC on February 1, 2019)

Form of Amendment No. 1 to June 2018 Notes Amendment Agreement, effective as of January 30, 2019 (Filed With SEC on February 1, 2019)

Form of Convertible Senior Secured Promissory Note (Filed With SEC on January 25, 2019)

Form of Warrant (Filed With SEC on January 25, 2019)

Form of Fourth Amendment to Convertible Unsecured Promissory Notes issued in September 2016, effective as of January 18, 2019 (Filed With SEC on January 25, 2019)

Form of Fourth Amendment to Subordination and Intercreditor Agreement, dated September 1, 2016, by and among Ener-Core, Inc., Ener-Core Power, Inc., Longboard Capital Advisors... (Filed With SEC on January 25, 2019)

Form of Fifth Amendment to Pledge and Security Agreement, dated April 23, 2015, by and among Ener-Core, Inc., Ener-Core Power, Inc. and Empery Tax Efficient, LP, effective as of... (Filed With SEC on January 25, 2019)

Form of Securities Purchase Agreement, dated January 18, 2019, by and among Ener-Core, Inc. and certain investors set forth therein, including the form of Guaranty of Ener-Core... (Filed With SEC on January 25, 2019)

Form of 2015 Amendment Agreement, effective as of December 31, 2018 (Filed With SEC on January 3, 2019)

Form of 2016 Amendment Agreement, effective as of December 31, 2018 (Filed With SEC on January 3, 2019)

Form of Bridge Notes Amendment Agreement, effective as of December 31, 2018 (Filed With SEC on January 3, 2019)

Form of June 2018 Notes Amendment Agreement, effective as of December 31, 2018 (Filed With SEC on January 3, 2019)

Form of 2015 Amendment Agreement, effective as of June 30, 2018 (Filed With SEC on July 3, 2018)

Form of 2016 Amendment Agreement, effective as of June 30, 2018 (Filed With SEC on July 3, 2018)

Form of Bridge Notes Amendment Agreement, effective as of June 30, 2018 (Filed With SEC on July 3, 2018)

Form of Convertible Notes Amendment Agreement, effective as of June 30, 2018 (Filed With SEC on July 3, 2018)

Form of Convertible Senior Secured Promissory Note (Filed With SEC on June 6, 2018)

Form of Warrant (Filed With SEC on June 6, 2018)

Form of 2015 Amendment Agreement, effective as of June 5, 2018 (Filed With SEC on June 6, 2018)

Form of 2016 Amendment Agreement, effective as of June 5, 2018 (Filed With SEC on June 6, 2018)

Form of Bridge Amendment Agreement, effective as of June 5, 2018 (Filed With SEC on June 6, 2018)

Form of Third Amendment to Convertible Unsecured Promissory Notes issued in September 2016, effective as of June 5, 2018 (Filed With SEC on June 6, 2018)

Form of Securities Purchase Agreement, dated June 5, 2018, by and among Ener-Core, Inc. and certain investors set forth therein, including the form of Guaranty of Ener-Core Power,... (Filed With SEC on June 6, 2018)

Form of Termination Agreement, by and among Ener-Core, Inc., Ener-Core Power, Inc., Anthony Tang and Empery Tax Efficient, LP, effective as of June 5, 2018 (Filed With SEC on June 6, 2018)

Form of Third Amendment to Subordination and Intercreditor Agreement, dated September 1, 2016, by and among Ener-Core, Inc., Ener-Core Power, Inc., Longboard Capital Advisors LLC,... (Filed With SEC on June 6, 2018)

Form of Fourth Amendment to Pledge and Security Agreement, dated April 23, 2015, by and among Ener-Core, Inc., Ener-Core Power, Inc. and Empery Tax Efficient, LP, effective as of... (Filed With SEC on June 6, 2018)

Form of Additional Convertible Senior Secured Promissory Note (Filed With SEC on March 27, 2018)

Form of Additional Warrant (Filed With SEC on March 27, 2018)

Form of 2015 Waiver, effective as of March 26, 2018 (Filed With SEC on March 27, 2018)

Form of 2016 Waiver, effective as of March 26, 2018 (Filed With SEC on March 27, 2018)

Form of Fourth Amended and Restated Securities Purchase Agreement, dated March 26, 2018, by and among Ener-Core, Inc. and certain investors set forth therein (Filed With SEC on March 27, 2018)

Form of Additional Convertible Senior Secured Promissory Note (Filed With SEC on January 26, 2018)

Form of Additional Warrant (Filed With SEC on January 26, 2018)

Form of Third Amended and Restated Securities Purchase Agreement, dated January 25, 2018, by and among Ener-Core, Inc. and certain investors set forth therein (Filed With SEC on January 26, 2018)

Form of 2015 Amendment Agreement, effective as of December 28, 2017 (Filed With SEC on December 28, 2017)

Form of 2016 Amendment Agreement, effective as of December 28, 2017 (Filed With SEC on December 28, 2017)

Form of First Amendment to 2017 Notes, effective as of December 28, 2017 (Filed With SEC on December 28, 2017)

Form of Additional Convertible Senior Secured Promissory Note (Filed With SEC on December 21, 2017)

Form of Additional Warrant (Filed With SEC on December 21, 2017)

Form of 2015 Waiver, effective as of December 20, 2017 (Filed With SEC on December 21, 2017)

Form of 2016 Waiver, effective as of December 20, 2017 (Filed With SEC on December 21, 2017)

Form of Second Amended and Restated Securities Purchase Agreement, dated December 20, 2017, by and among Ener-Core, Inc. and certain investors set forth therein (Filed With SEC on December 21, 2017)

Separation Agreement and General Release of All Claims, dated December 17, 2017, effective as of December 25, 2017, by and between the Company and Alain J. Castro, including a... (Filed With SEC on December 19, 2017)

Form of Additional Convertible Senior Secured Promissory Note (Filed With SEC on November 2, 2017)

Form of Additional Warrant (Filed With SEC on November 2, 2017)

Form of 2015 Waiver, effective as of November 1, 2017 (Filed With SEC on November 2, 2017)

Form of 2016 Waiver, effective as of November 1, 2017 (Filed With SEC on November 2, 2017)

Form of Amended and Restated Securities Purchase Agreement, dated November 1, 2017, by and among Ener-Core, Inc. and certain investors set forth therein (Filed With SEC on November 2, 2017)

Form of Convertible Senior Secured Promissory Note (Filed With SEC on September 20, 2017)

Form of Warrant (Filed With SEC on September 20, 2017)

Form of 2015 Amendment Agreement, effective as of September 19, 2017 (Filed With SEC on September 20, 2017)

Form of 2016 Amendment Agreement, effective as of September 19, 2017 (Filed With SEC on September 20, 2017)

Form of Second Amendment to Convertible Unsecured Promissory Notes issued in September 2016, effective as of September 19, 2017 (Filed With SEC on September 20, 2017)

Form of Securities Purchase Agreement, dated September 19, 2017, by and among Ener-Core, Inc. and certain investors set forth therein, including the form of Guaranty of Ener-Core... (Filed With SEC on September 20, 2017)

Form of Second Amendment to Subordination and Intercreditor Agreement, dated November 2, 2015, by and among Ener-Core, Inc., Ener-Core Power, Inc., Anthony Tang and Empery Tax... (Filed With SEC on September 20, 2017)

Form of Second Amendment to Subordination and Intercreditor Agreement, dated September 1, 2016, by and among Ener-Core, Inc., Ener-Core Power, Inc., Longboard Capital Advisors... (Filed With SEC on September 20, 2017)

Form of Third Amendment to Pledge and Security Agreement, dated April 23, 2015, by and among Ener-Core, Inc., Ener-Core Power, Inc. and Empery Tax Efficient, LP, effective as of... (Filed With SEC on September 20, 2017)

Offer Letter to James Reiman, effective May 3, 2017 (Filed With SEC on May 8, 2017)

Option Agreement dated May 3, 2017 between Ener-Core, Inc. and James Reiman (Filed With SEC on May 8, 2017)

Form of Amended and Restated Warrant, originally issued on November 2, 2015 in support of Backstop Security Support Agreement, dated November 2, 2015, as amended to date, as... (Filed With SEC on May 1, 2017)

Form of Warrant issued on April 27, 2017 in support of Backstop Security Support Agreement, dated November 2, 2015, as amended to date (Filed With SEC on May 1, 2017)

Form of Amendment to Senior Secured Notes issued in April 2015, May 2015 and December 2016, effective April 27, 2017 (Filed With SEC on May 1, 2017)

First Amendment to Backstop Security Support Agreement between Ener-Core, Inc. and an investor, dated November 2, 2015, effective April 27, 2017 (Filed With SEC on May 1, 2017)

Offer Letter to Kent Williams, effective April 14, 2017 (Filed With SEC on April 19, 2017)

Option Agreement dated April 14, 2017 between Ener-Core, Inc. and Kent Williams (Filed With SEC on April 19, 2017)

First Amendment to Commercial and Manufacturing LicenseAgreement (Filed With SEC on April 14, 2017)

SEPARATIONAGREEMENT AND MUTUAL RELEASE (Filed With SEC on February 6, 2017)

ADVISORYSERVICES AGREEMENT (Filed With SEC on February 6, 2017)

SECONDAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on December 14, 2016)

AMENDMENT AGREEMENT (Filed With SEC on December 2, 2016)

[FORM OF WARRANT] (Filed With SEC on December 2, 2016)

AMENDMENTAGREEMENT AND WAIVER (Filed With SEC on December 2, 2016)

[FORMOF SENIOR SECURED NOTE] (Filed With SEC on November 25, 2016)

[FORMOF WARRANT] (Filed With SEC on November 25, 2016)

AMENDMENTAGREEMENT (Filed With SEC on November 25, 2016)

FIRSTAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on November 25, 2016)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on November 25, 2016)

REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on November 25, 2016)

FIRSTAMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT (Filed With SEC on November 25, 2016)

SECONDAMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT (Filed With SEC on November 25, 2016)

FIRST AMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on November 25, 2016)

SIXTHAMENDMENT TO SENIORSECURED NOTES AND WAIVER (Filed With SEC on October 24, 2016)

FourthAmendment to Commercial License Agreement (Filed With SEC on September 30, 2016)

FIRSTAMENDMENT TO ENER-CORE,INC. 2015OMNIBUS INCENTIVE PLAN (Filed With SEC on September 30, 2016)

[FORM OF CONVERTIBLE UNSECURED NOTE] (Filed With SEC on September 2, 2016)

[FORMOF WARRANT] (Filed With SEC on September 2, 2016)

FIFTH AMENDMENT TO SENIOR SECURED NOTES (Filed With SEC on September 2, 2016)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on September 2, 2016)

SUBORDINATIONAND INTERCREDITOR AGREEMENT (Filed With SEC on September 2, 2016)

SIXTHAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on September 2, 2016)

FIFTHAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on September 2, 2016)

[FORMOF AMENDMENT TO WARRANTS] ENER-CORE,INC. Amendmentto Warrant(s) (Filed With SEC on August 30, 2016)

COMMERCIAL AND MANUFACTURING LICENSE AGREEMENT (Filed With SEC on July 6, 2016)

NOTICEOF GRANT OF NON-QUALIFIED STOCK OPTION ENER-CORE,INC. 2015 OMNIBUS INCENTIVE PLAN (Filed With SEC on July 6, 2016)

ENER-CORE,INC. EXECUTIVEEMPLOYMENT AGREEMENT (Filed With SEC on July 6, 2016)

STOCKPURCHASE AGREEMENT (Filed With SEC on April 12, 2016)

[FORM OF WARRANT] (Filed With SEC on April 5, 2016)

FOURTHAMENDMENT TO SENIORSECURED NOTES (Filed With SEC on April 5, 2016)

FIFTHAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on April 5, 2016)

FOURTH AMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on April 5, 2016)

AMENDMENTTO REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on April 5, 2016)

[FORM OF WARRANT] (Filed With SEC on December 31, 2015)

THIRD AMENDMENT TO SENIOR SECURED NOTES (Filed With SEC on December 31, 2015)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on December 31, 2015)

REGISTRATIONRIGHTS AGREEMENT (Filed With SEC on December 31, 2015)

45South 7th Street, Suite 2000 Minneapolis, MN 55402 Tel ###-###-#### Fax: (612 ###-###-#### (Filed With SEC on December 31, 2015)

FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on December 31, 2015)

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on December 31, 2015)

SECONDAMENDMENT TO SENIORSECURED NOTES (Filed With SEC on December 11, 2015)

SECOND AMENDMENT TO SENIOR SECURED NOTES (Filed With SEC on December 7, 2015)

WARRANTAGREEMENT (Filed With SEC on December 7, 2015)

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on November 25, 2015)

SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on November 25, 2015)

[]Units1 Ener-core,Inc. PURCHASEAGREEMENT (Filed With SEC on November 16, 2015)

(PLEASEPRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) (Filed With SEC on November 5, 2015)

WARRANTAGREEMENT (Filed With SEC on November 5, 2015)

(PLEASEPRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) (Filed With SEC on November 5, 2015)

ENER-CORE,INC. INDEMNIFICATIONAGREEMENT (Filed With SEC on November 5, 2015)

WARRANT (Filed With SEC on November 3, 2015)

AMENDMENT TO SENIOR SECURED NOTES (Filed With SEC on November 3, 2015)

BACKSTOPSECURITY SUPPORT AGREEMENT (Filed With SEC on November 3, 2015)

SECURITY AGREEMENT (Filed With SEC on November 3, 2015)

SUBORDINATIONAND INTERCREDITOR AGREEMENT (Filed With SEC on November 3, 2015)

SECONDAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on October 23, 2015)

FIRSTAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on October 23, 2015)

ENER-CORE,INC. WARRANT (Filed With SEC on September 18, 2015)

PLANOF CONVERSION OF ENER-CORE,INC., ANEVADA CORPORATION INTO ENER-CORE,INC., ADELAWARE CORPORATION (Filed With SEC on September 3, 2015)

[FORM OF SENIORSECURED NOTE] (Filed With SEC on May 7, 2015)

[FORMOF WARRANT] (Filed With SEC on May 7, 2015)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on May 7, 2015)

FIRSTAMENDMENT TO SECURITIESPURCHASE AGREEMENT (Filed With SEC on May 7, 2015)

FIRSTAMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT (Filed With SEC on May 7, 2015)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on May 1, 2015)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on May 1, 2015)

[FORM OF SENIOR SECURED NOTE] (Filed With SEC on April 23, 2015)

[FORMOF WARRANT] (Filed With SEC on April 23, 2015)

SECURITIESPURCHASE AGREEMENT (Filed With SEC on April 23, 2015)

PLEDGE AND SECURITY AGREEMENT (Filed With SEC on April 23, 2015)

FORM OF EXCHANGE AGREEMENT (Filed With SEC on April 7, 2015)

FORMOF LOCK-UP AGREEMENT ENER-CORE,INC. April__, 2015 (Filed With SEC on April 7, 2015)

ENER-CORE,INC. WarrantTo Purchase Common Stock (Filed With SEC on March 31, 2015)

CONFIDENTIALTREATMENT REQUESTED COMMERCIALLICENSE AGREEMENT (Filed With SEC on March 31, 2015)

AMENDMENTAND WAIVER AGREEMENT (Filed With SEC on March 31, 2015)

SETTLEMENTAGREEMENT AND MUTUAL RELEASE (Filed With SEC on March 31, 2015)

Confidential Treatment Requested (Filed With SEC on March 31, 2015)

Ener-Core,Inc. EQUITYINCENTIVE AWARD PLAN (Asamended on March 25, 2015) (Filed With SEC on March 30, 2015)

ENER-CORE,INC. WarrantTo Purchase Common Stock (Filed With SEC on October 22, 2014)

WAIVERAND AMENDMENT AGREEMENT (Filed With SEC on September 19, 2014)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on September 19, 2014)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on September 19, 2014)

ENER-CORE, INC. WARRANT (Filed With SEC on May 16, 2014)

[FORM OF SENIOR SECURED CONVERTIBLE NOTE] (Filed With SEC on April 16, 2014)

[FORM OF WARRANT] (Filed With SEC on April 16, 2014)

LOAN, Security and GUARANTEE AGREEMENT (Filed With SEC on December 23, 2013)

LOAN, Security and GUARANTEE AGREEMENT (Filed With SEC on November 27, 2013)

ENER-CORE,INC. WARRANT (Filed With SEC on November 6, 2013)

ASSIGNMENT AND ASSUMPTION OF LEASE (Filed With SEC on October 2, 2013)

LESSOR’S CONSENT TO ASSIGNMENTAND SUBLEASE (Filed With SEC on October 2, 2013)

Ener-Core, Inc. EQUITY INCENTIVE AWARD PLAN (Filed With SEC on August 29, 2013)

MASTER PURCHASE AND RE-SALE AGREEMENT AGREEMENT NO. FPG-MPRSA-001 (Filed With SEC on August 29, 2013)

9871 Irvine Center Drive, Suite100 · Irvine, CA 92618 · (949 ###-###-#### Tel ·(949) 450-0567 Fax (Filed With SEC on August 29, 2013)

Sales and Service Agreement Between ENER-CORE Power, Inc. and The Regents of the University of California University of California, Irvine (Filed With SEC on August 29, 2013)

6/5/2013 Exhibit A (Filed With SEC on August 29, 2013)

CONTRIBUTION AGREEMENT (Filed With SEC on August 19, 2013)

FLEX POWER GENERATION, INC. (Filed With SEC on August 19, 2013)

SIGNATURE PAGE FOLLOWS (Filed With SEC on August 19, 2013)

CONTRIBUTION AGREEMENT (Filed With SEC on July 10, 2013)

FLEX POWER GENERATION, INC. (Filed With SEC on July 10, 2013)

RESTRUCTURING AGREEMENT (Filed With SEC on July 10, 2013)

STOCKHOLDERS AGREEMENT (Filed With SEC on July 10, 2013)

FlexPower generation, INC. EXECUTIVEEMPLOYMENT AGREEMENT (Filed With SEC on July 10, 2013)

FLEXPOWER GENERATION, INC. EXECUTIVEEMPLOYMENT AGREEMENT (Filed With SEC on July 10, 2013)

CONSULTING AGREEMENT (Filed With SEC on July 10, 2013)

Ener-Core, Inc. EQUITY INCENTIVE AWARD PLAN (Filed With SEC on July 10, 2013)

ENER-CORE, INC. 2013 EQUITY AWARD INCENTIVE PLAN STOCK OPTION AGREEMENT (Filed With SEC on July 10, 2013)

AGREEMENT AND PLAN OF MERGER by and among Inventtech, Inc., Flex Merger Acquisition Sub, Inc., and Flex Power Generation, Inc. dated as of April 16, 2013... (Filed With SEC on April 17, 2013)

INDEPENDENT CONTRACTOR AGREEMENT (Filed With SEC on March 24, 2011)

PROMISSORY NOTE (Filed With SEC on March 24, 2011)

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Ener-Core, Inc. Contracts & Agreements