ENER-CORE, INC.Stock Option Agreement • July 10th, 2013 • Ener-Core Inc. • Services-computer processing & data preparation • Nevada
Unless otherwise defined herein, the terms defined in the 2013 Equity Award Incentive Plan shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
Flex Power generation, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2013 • Ener-Core Inc. • Services-computer processing & data preparation • California
This Executive Employment Agreement (this “Agreement”) is entered into as of April 25, 2013 (the “Effective Date”) by and between Flex Power Generation, Inc., a Delaware corporation (the “Company”), and Alain J. Castro (“Executive”).
STOCKHOLDERS AGREEMENTStockholders Agreement • July 10th, 2013 • Ener-Core Inc. • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of November 12, 2012 by and among Flex Power Generation, Inc., a Delaware corporation (the “Company”), and the Stockholders (as defined herein).
FLEX POWER GENERATION, INC.Contribution Agreement • July 10th, 2013 • Ener-Core Inc. • Services-computer processing & data preparation
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2013 • Ener-Core Inc. • Services-computer processing & data preparation • California
James Thorburn Monthly Fee of $19200 for activities supporting the private placement funding and reverse merger either on location or at home office (preparation work, phone calls, reports, etc.). The May fee is pro-rated to $11,000 James Thorburn expenses for travel to Irvine estimated to be ~ $165 per day.
RESTRUCTURING AGREEMENTRestructuring Agreement • July 10th, 2013 • Ener-Core Inc. • Services-computer processing & data preparation • Delaware
This Restructuring Agreement (this “Agreement”) is entered into as of November 12, 2012, by and among Flex Power Generation, Inc., a Delaware corporation (the “Company”), RNS Flex, LLC, a Delaware limited liability company (“RNS”), SAIL Venture Partners II, L.P., a Delaware limited partnership (“SAIL” or “New Investor”), Louisiana Sustainability Fund, a Louisiana limited partnership (“LSF”), Jay W. Decker (“Decker”), Energy Special Situations Fund II, L.P., a Delaware limited partnership (“ESSF”), ESS Participation Fund II, L.P., a Delaware limited partnership (“EPF”), and Mark McComiskey. RNS, SAIL, LSF, Decker, ESSF, EPF and McComiskey are collectively referred to herein as the “Existing Investors.” Capitalized terms used herein and not otherwise defined shall have the respective meaning ascribed thereto in Article I.
CONTRIBUTION AGREEMENTContribution Agreement • July 10th, 2013 • Ener-Core Inc. • Services-computer processing & data preparation • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of November 12, 2012 (the “Effective Date”), by and among FlexEnergy, Inc., a Delaware corporation (“FlexEnergy”), FlexEnergy Energy Systems, Inc., a Delaware corporation (“FEES”; FEES and FlexEnergy individually and collectively referred to as “Flex”), and Flex Power Generation, Inc. (“FPG”).
