0001213900-15-009325 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • December 7th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • Delaware

This Warrant Agreement (“Warrant Agreement”) is made as of ________, 2015, by and between Ener-Core, Inc., a Delaware corporation, (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).

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SECOND AMENDMENT TO SENIOR SECURED NOTES
Senior Secured Notes • December 7th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York

THIS SECOND AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of December 7, 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 (as amended to date, 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 (as amended to date, the “Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Notes.

SECOND AMENDMENT TO SENIOR SECURED NOTES
Senior Secured Notes • December 7th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York

THIS SECOND AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of December 7, 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 April 23, 2015 (as amended to date, the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated April 22, 2015, by and among the Company, the “Buyers” identified therein, and the Collateral Agent identified therein (as amended to date, the “Agreement”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Notes.

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