0001213900-15-002340 Sample Contracts

CONFIDENTIAL TREATMENT REQUESTED COMMERCIAL LICENSE AGREEMENT
Commercial License Agreement • March 31st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York

This COMMERCIAL LICENSE AGREEMENT (“Agreement”) is made as of the 14th day of November, 2014, (“Effective Date”) by and between Dresser-Rand Company, a New York general partnership (“D-R”), and Ener-Core Power, Inc., a Delaware corporation (“E-C”) (each a “Party” and, together, the “Parties”).

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AMENDMENT AND WAIVER AGREEMENT
Amendment and Waiver Agreement • March 31st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • California

THIS AMENDMENT AND WAIVER AGREEMENT (this “Amendment”) is made and entered into this as of December 1, 2014, by and among Ener-Core, Inc., a Nevada corporation (the “Company”), and the undersigned Investors. Capitalized terms used but not defined herein shall have the meanings set forth in the Transaction Agreements (defined in the Recitals below).

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • March 31st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • California

This Settlement Agreement and Mutual Release (this “Agreement”) is entered into as of December 16, 2014 (“Effective Date”), by and between Ener-Core, Inc. (the “Company”), and each of the parties named under Column I of the table in Exhibit A attached hereto (collectively the “Investors”) (Company and Investors are hereinafter collectively referred to, at times, as the “Parties,” and each individually, as a “Party”).

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