0001213900-14-002502 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 16th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 15, 2014, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • April 16th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • New York

PLEDGE AND SECURITY AGREEMENT, dated as of April 15, 2014 (this "Agreement"), made by Ener-Core, Inc., a Nevada corporation (the "Company"), Ener-Core Power, Inc. ("ECP"), a Delaware corporation, and each other Subsidiary of the Company and ECP hereafter becoming party hereto (together with the Company and ECP, each a "Grantor" and, collectively, the "Grantors"), in favor of [_______________], in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of April 15, 2014 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 16th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 15, 2014, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

SPECIAL DEPOSIT ACCOUNT CONTROL AGREEMENT (Security Interest in Deposit Account)
Special Deposit Account Control Agreement • April 16th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • California
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