Common use of Not an Accredited Investor Clause in Contracts

Not an Accredited Investor. The undersigned hereby represents and warrants that the undersigned does NOT meet one of the foregoing tests and does not qualify as an “accredited investor” under Regulation D promulgated under the Securities Act. ☐ (please check box if you are not an accredited investor) Signature Page Follows The undersigned has/have executed this Accredited Investor Questionnaire effective as of the date set forth below. FOR INDIVIDUALS By: Signature Name: Date: By: Signature Name: Date: NOTE: IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE. IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. FOR ENTITIES Name of Entity (i.e., corporation, partnership, trust, LLC etc.) By: Signature Name: Title: Date: EXHIBIT H Form of Irrevocable Transfer Agent Instructions ENER-CORE, INC. January 18, 2019 VStock Transfer, LLC 00 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxxxxxx E-mail: xxxx@xxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of January 18, 2019 (the “Agreement”), by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the investors named on each Buyer’s signature page to the Agreement and the Schedule of Buyers attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders: (i) convertible senior secured promissory notes (the “Notes”), which Notes shall be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) warrants (the “Warrants”), which are exercisable to purchase shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

Not an Accredited Investor. The undersigned hereby represents and warrants that the undersigned does NOT meet one of the foregoing tests and does not qualify as an “accredited investor” under Regulation D promulgated under the Securities Act. ☐ o (please check box if you are not an accredited investor) Signature Page Follows The undersigned has/have executed this Accredited Investor Questionnaire effective as of the date set forth below. FOR INDIVIDUALS By: Signature Name: Date: By: Signature Name: Date: NOTE: IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE. IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. FOR ENTITIES Name of Entity (i.e., corporation, partnership, trust, LLC etc.) By: Signature Name: Title: Date: EXHIBIT H Form of Irrevocable Transfer Agent Instructions TRANSFER AGENT INSTRUCTIONS ENER-CORE, INC. January 18November 23, 2019 2016 VStock Transfer, LLC 00 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxxxxxx E-mail: xxxx@xxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of January 18November 23, 2019 2016 (the “Agreement”), by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the investors named on each Buyer’s signature page to the Agreement and the Schedule of Buyers attached thereto and the investors, if any, party to a joinder agreement with respect to the Agreement (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders: (i) convertible senior secured promissory notes (the “Notes”), which Notes shall be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), ) and (ii) warrants (the “Warrants”), which are exercisable to purchase shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

Not an Accredited Investor. The undersigned hereby represents and warrants that the undersigned does NOT meet one of the foregoing tests and does not qualify as an “accredited investor” under Regulation D promulgated under the Securities Act. ☐ (please check box if you are not an accredited investor) Signature Page Follows The undersigned has/have executed this Accredited Investor Questionnaire effective as of the date set forth below. FOR INDIVIDUALS By: Signature Name: Date: By: Signature Name: Date: NOTE: IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE. IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. FOR ENTITIES Name of Entity (i.e., corporation, partnership, trust, LLC etc.) By: Signature Name: Title: Date: EXHIBIT H Form of Irrevocable Transfer Agent Instructions Exhibit H TRANSFER AGENT INSTRUCTIONS ENER-CORE, INC. January 18June 5, 2019 2018 VStock Transfer, LLC 00 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxxxxxx E-mail: xxxx@xxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of January 18June 5, 2019 2018 (the “Agreement”), by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the investors named on each Buyer’s signature page to the Agreement and the Schedule of Buyers attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders: (i) convertible senior secured promissory notes (the “Notes”), which Notes shall be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and (ii) warrants (the “Warrants”), which are exercisable to purchase shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

Not an Accredited Investor. The undersigned hereby represents and warrants that the undersigned does NOT meet one of the foregoing tests and does not qualify as an “accredited investor” under Regulation D promulgated under the Securities Act. ☐ (please check box if you are not an accredited investor) Signature Page Follows The undersigned has/have executed this Accredited Investor Questionnaire effective as of the date set forth below. FOR INDIVIDUALS By: Signature Name: Date: By: Signature Name: Date: NOTE: IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE. IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. FOR ENTITIES Name of Entity (i.e., corporation, partnership, trust, LLC etc.) By: Signature Name: Title: Date: EXHIBIT H E Form of Irrevocable Transfer Agent Instructions TRANSFER AGENT INSTRUCTIONS ENER-CORE, INC. January 18December 20, 2019 2017 VStock Transfer, LLC 00 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxxxxxx E-mail: xxxx@xxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Securities Purchase Agreement, dated as of January 18December 20, 2019 2017 (as amended, restated, modified or joined from time to time, the “Agreement”), by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the investors named on each Buyer’s signature page to a Joinder Agreement with respect to the Agreement and the Schedule of Buyers attached thereto hereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders: (i) convertible senior secured promissory notes (the “Notes”), which Notes shall be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), ) and (ii) warrants (the “Warrants”), which are exercisable to purchase shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

Not an Accredited Investor. The undersigned hereby represents and warrants that the undersigned does NOT meet one of the foregoing tests and does not qualify as an “accredited investor” under Regulation D promulgated under the Securities Act. ☐ o (please check box if you are not an accredited investor) Signature Page Follows The undersigned has/have executed this Accredited Investor Questionnaire effective as of the date set forth below. FOR INDIVIDUALS By: Signature Name: Date: By: Signature Name: Date: NOTE: IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE. IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. FOR ENTITIES Name of Entity (i.e., corporation, partnership, trust, LLC etc.) By: Signature Name: Title: Date: EXHIBIT H E Form of Irrevocable Transfer Agent Instructions TRANSFER AGENT INSTRUCTIONS ENER-CORE, INC. January 18March 26, 2019 2018 VStock Transfer, LLC 00 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx Xxxxxxxxx E-mail: xxxx@xxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Fourth Amended and Restated Securities Purchase Agreement, dated as of January 18March 26, 2019 2018 (as amended, restated, modified or joined from time to time, the “Agreement”), by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the investors named on each Buyer’s signature page to a Joinder Agreement with respect to the Agreement and the Schedule of Buyers attached thereto hereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders: (i) convertible senior secured promissory notes (the “Notes”), which Notes shall be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), ) and (ii) warrants (the “Warrants”), which are exercisable to purchase shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):

Not an Accredited Investor. The undersigned hereby represents and warrants that the undersigned does NOT meet one of the foregoing tests and does not qualify as an “accredited investor” under Regulation D promulgated under the Securities Act. ☐ (please check box if you are not an accredited investor) Signature Page Follows The undersigned has/have executed this Accredited Investor Questionnaire effective as of the date set forth below. FOR INDIVIDUALS By: ___________________________________ Signature Name: _________________________________ Date: By: ___________________________________ Signature Name: _________________________________ Date: _________________________________ NOTE: IF YOU ARE PURCHASING SHARES WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE PAGE. IF YOU ARE PURCHASING SHARES WITH ANOTHER PERSON NOT YOUR SPOUSE, YOU MUST EACH FILL OUT A SEPARATE QUESTIONNAIRE. FOR ENTITIES Name of Entity (i.e., corporation, partnership, trust, LLC etc.) By: _________________________________ Signature Name: _________________________________ Title: _________________________________ Date: EXHIBIT H _________________________________ Exhibit F Form of Irrevocable Transfer Agent Instructions TRANSFER AGENT INSTRUCTIONS ENER-CORE, INC. January 18September 19, 2019 2017 VStock Transfer, LLC 00 10 Xxxxxxxxx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Attention: Xxxx Yxxx Xxxxxxxxx E-mail: xxxx@xxxxxxxxxxxxxx.xxx yxxx@xxxxxxxxxxxxxx.xxx Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement, dated as of January 18September 19, 2019 2017 (the “Agreement”), by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the investors named on each Buyer’s signature page to the Agreement and the Schedule of Buyers attached thereto (collectively, the “Holders”), pursuant to which the Company is issuing to the Holders: (i) convertible senior secured promissory notes (the “Notes”), which Notes shall be convertible into shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), ) and (ii) warrants (the “Warrants”), which are exercisable to purchase shares of Common Stock. This letter shall serve as our irrevocable authorization and direction to you (provided that you are the transfer agent of the Company at such time):