SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), is made as of June 5, 2018, by and among Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each individually, an “Initial Buyer” and collectively, the “Initial Buyers”).
TERMINATION AGREEMENTTermination Agreement • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS TERMINATION AGREEMENT (this “Agreement”), dated as of June 5, 2018 (the “Effective Date”), is entered into by and among Anthony Tang (the “Subordinated Creditor”), Ener-Core, Inc., a Delaware corporation (“Borrower”), Ener-Core Power, Inc., a Delaware corporation (the “Guarantor”), 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”), with respect to that certain Subordination and Intercreditor Agreement dated as of November 2, 2015 (as further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) by and among the Subordinated Creditor, Borrower, the Guarantor and Agent. All capitalized terms not otherwise defined herein and defined in the Intercreditor Agreement shall have the meanings ascribed to such terms in the Intercreditor Agreement.
AMENDMENT AGREEMENT AND WAIVERAmendment Agreement and Waiver • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT AGREEMENT AND WAIVER (the “Amendment”), dated as of June 5, 2018, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the “Company”), and the investor listed on the signature page attached hereto (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the November 2016 SPA (as defined below), as applicable.
AMENDMENT AGREEMENT AND WAIVERAmendment Agreement and Waiver • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT AGREEMENT AND WAIVER (the “Amendment”), dated as of June 5, 2018, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the “Company”), and the investor listed on the signature page attached hereto (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Bridge SPA (as defined below), as applicable.
THIRD AMENDMENT TOSecurities Purchase Agreement • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS THIRD AMENDMENT TO CONVERTIBLE UNSECURED NOTES (this “Amendment”) is made and entered into as of June 5, 2018 by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the undersigned, and amends those certain Convertible Unsecured Notes dated as of September 1, 2016 (as amended, the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated September 1, 2016, by and among the Company, the “Buyers” identified therein, and the Subordinated 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.
FOURTH AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This FOURTH AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT, dated as of June 5, 2018 (this “Fourth Amendment”), is entered into by and among Ener-Core, Inc., a Delaware corporation (the “Company”), Ener-Core Power, Inc. (“ECP”), a Delaware corporation, and each other Subsidiary of the Company and ECP hereafter becoming party hereto (together with the Company and ECP, each a “Grantor” and, collectively, the “Grantors”), and Empery Tax Efficient, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for (a) the buyers listed in the Schedule of Buyers (the “April 2015 Investors”) attached to that certain Securities Purchase Agreement dated April 22, 2015 entered into by and among the Company and the April 2015 Investors (as the same may be amended, restated or otherwise modified from time to time, the “April 2015 SPA”); (b) the buyers listed in the Schedule of Buyers (the “May 2015 Investors”) attached to that certain Securities Purchase Agreement, dated as of
THIRD AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSecurities Purchase Agreement • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS THIRD AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of June 5, 2018 (this “Amendment”), to the Subordination and Intercreditor Agreement dated as of September 1, 2016 (as further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) is entered into by and among Longboard Capital Advisors LLC (the “Subordinated Agent”), Ener-Core, Inc., a Delaware corporation (“Borrower”), Ener-Core Power, Inc., a Delaware corporation, Anthony Tang, as a Senior Lender (as defined below) (the “Senior L/C Lender”), and Empery Tax Efficient, LP in its capacity as collateral agent for the Senior Note Lenders (as defined below) (together with its successors and assigns, the “Agent”).
AMENDMENT AGREEMENT AND WAIVERAmendment Agreement and Waiver • June 6th, 2018 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT AGREEMENT AND WAIVER (the “Amendment”), dated as of June 5, 2018, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 8965 Research Drive, Suite 100, Irvine, California 92618 (the “Company”), and the investor listed on the signature page attached hereto (the “Holder”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the SPAs (as defined below), as applicable.
