FOURTH AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • January 25th, 2019 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS FOURTH AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of December [__], 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2019 • Ener-Core, Inc. • Miscellaneous chemical products • New York
FOURTH AMENDMENT TOConvertible Unsecured Notes • January 25th, 2019 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS FOURTH AMENDMENT TO CONVERTIBLE UNSECURED NOTES (this “Amendment”) is made and entered into as of December [__], 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.
FIFTH AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 25th, 2019 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This FIFTH AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT, dated as of January [ ], 2018 (this “Fifth 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
