AMENDMENT TO SENIOR SECURED NOTESSenior Secured Notes • November 3rd, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
THIS AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of November 2, 2015 by and among Ener-Core, Inc., a Delaware corporation (the “Company”) and the undersigned, and amends those certain Senior Secured Notes dated as of May 9, 2015 (the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated May 7, 2015, by and among the Company, the "Buyers" identified therein, and the Collateral Agent identified therein (the “Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Notes.
WARRANTEner-Core Inc. • November 3rd, 2015 • Miscellaneous chemical products
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITY AGREEMENTSecurity Agreement • November 3rd, 2015 • Ener-Core Inc. • Miscellaneous chemical products • California
THIS SECURITY AGREEMENT (the "Agreement") is made as of November 2, 2015, by and between Anthony Tang, a natural person (or, subject to the reasonable approval of Debtor, which approval will be unreasonably withheld or delayed, by an affiliate of Anthony Tang; referred to herein, with respect to such natural person or affiliate, as the case may be, “Secured Party”) and Ener-Core, Inc., a Delaware corporation (“Debtor”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Backstop Support Agreement (as defined below).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 3rd, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this "Agreement") is entered into as of November 2, 2015, by and among Anthony Tang (the "Subordinated Creditor"), Ener-Core, Inc., a Delaware corporation ("Borrower"), and Empery Tax Efficient, LP in its capacity as collateral agent for the Senior Lenders (as defined below) (together with its successors and assigns, the "Agent").
BACKSTOP SECURITY SUPPORT AGREEMENTBackstop Security Support Agreement • November 3rd, 2015 • Ener-Core Inc. • Miscellaneous chemical products • California
This Backstop Security Support Agreement (“Agreement”) is made and entered into on November 2, 2015 by Anthony Tang an individual investor (or, subject to the reasonable approval of Ener-Core (as defined below), which approval will not be unreasonably withheld or delayed, by an affiliate of Anthony Tang herein, with respect to the individual or such affiliate, as the case may be, the “Investor”) and Ener-Core, Inc., a corporation incorporated under the laws of Delaware (“Ener-Core”), each or both of which may also hereinafter be referred to as a “Party” or the “Parties” respectively.
