0001213900-14-006734 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 19th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of September 18, 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").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 19th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 18, 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").

WAIVER AND AMENDMENT AGREEMENT
Waiver and Amendment Agreement • September 19th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • New York

THIS WAIVER AND AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of September 18, 2014 (the “Execution Date”), by and among Ener-Core, Inc., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”). Capitalized terms used but not defined herein shall have the meanings set forth in the Warrant (as defined in the Recitals below).

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