0001213900-15-002493 Sample Contracts

FORM OF LOCK-UP AGREEMENT ENER-CORE, INC. April __, 2015
Up Agreement • April 7th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
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FORM OF EXCHANGE AGREEMENT
Form of Exchange Agreement • April 7th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York

This EXCHANGE AGREEMENT (the "Agreement"), dated as of April [ ], 2015, is made by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, 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 Securities Purchase Agreement (as defined below).

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