0001213900-15-003213 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 1st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 1, 2015, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors identified in their respective “Buyer Signature Page” attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 1st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 1, 2015, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors identified in their respective “Buyer Signature Page” attached hereto (each, a "Buyer" and collectively, the "Buyers").

Ener-Core Enters into Definitive Agreement for an $810,000 Private Placement Common Stock Financing
Ener-Core Inc. • May 1st, 2015 • Miscellaneous chemical products

IRVINE, CA –May 1, 2015 -- Ener-Core, Inc. (OTCQB: ENCR) (“Ener-Core”), the world’s only provider of Power Oxidation technology and equipment that generates clean power from low-quality and waste gases from a wide variety of industries, has entered into a definitive agreement for a private placement of its common stock for aggregate gross proceeds of $810,000. Ener-Core intends to use the proceeds from this private placement for general corporate purposes and to fulfill the capital requirements for its global licensing agreement with Dresser-Rand Company.

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