Common use of Warrant Shares Exercise Log Clause in Contracts

Warrant Shares Exercise Log. Date Number of Warrant Shares Available to be Exercised Number of Warrant Shares Exercised Number of Warrant Shares Remaining to be Exercised LOTON, CORP WARRANT ORIGINALLY ISSUED ____________________ WARRANT FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________ the right represented by the above-captioned Warrant to purchase _______________ shares of Common Stock to which such Warrant relates and appoints ___________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection with such sale, assignment or transfer of this Warrant, the undersigned hereby confirms that: ¨ such sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in effect and any applicable state securities law then in effect) of this Warrant or the shares of capital stock of the Company issuable thereunder and has attached hereto a written opinion of the undersigned’s counsel to that effect; or ¨ such sale, transfer or other disposition has been registered under the Securities Act of 1933, as amended, and registered and/or qualified under all applicable state securities laws. Dated: _________________, ____ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) Address of Transferee In the presence of:

Warrant Shares Exercise Log. Date Number of Warrant Shares Available to be Exercised Number of Warrant Shares Exercised Number of Warrant Shares Remaining to be Exercised LOTONENER-CORE, CORP INC. WARRANT ORIGINALLY ISSUED DATED ________ __, 201_ WARRANT NO. ______________ WARRANT FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________ the right represented by the above-captioned Warrant to purchase ________________ shares of Common Stock to which such Warrant relates and appoints ___________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection with such sale, assignment or transfer of this Warrant, the undersigned hereby confirms that: ¨ such sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in effect and any applicable state securities law then in effect) of this Warrant or the shares of capital stock of the Company issuable thereunder and has attached hereto a written opinion of the undersigned’s counsel to that effect; or ¨ such sale, transfer or other disposition has been registered under the Securities Act of 1933, as amended, and registered and/or qualified under all applicable state securities laws. Dated: :_________________, ____ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) Address of Transferee In the presence of:: EXHIBIT B FORM OF SECURITY AGREEMENT SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made as of November __, 2015, by and between Xxxxxxx Xxxx, a natural person (or, subject to the reasonable approval of Debtor, which approval will be unreasonably withheld or delayed, by an affiliate of Xxxxxxx Xxxx; referred to herein, with respect to such natural person or affiliate, as the case may be, “Secured Party”) and Ener-Core, Inc., a Delaware corporation (“Debtor”). Capitalized terms used herein but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Backstop Support Agreement (as defined below).

Warrant Shares Exercise Log. Date Number of Warrant Shares Available to be Exercised Number of Warrant Shares Exercised Number of Warrant Shares Remaining to be Exercised LOTON, CORP WARRANT ORIGINALLY ISSUED _____________________ WARRANT FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________________ the right represented by the above-captioned Warrant to purchase _____________________ shares of Common Stock to which such Warrant relates and appoints ___________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection with such sale, assignment or transfer of this Warrant, the undersigned hereby confirms that: ¨ such sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in effect and any applicable state securities law then in effect) of this Warrant or the shares of capital stock of the Company issuable thereunder and has attached hereto a written opinion of the undersigned’s counsel to that effect; or ¨ such sale, transfer or other disposition has been registered under the Securities Act of 1933, as amended, and registered and/or qualified under all applicable state securities laws. Dated: _________________, ____ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) Address of Transferee In the presence of:

Warrant Shares Exercise Log. Date Number of Warrant Shares Available to be Exercised Number of Warrant Shares Exercised Number of Warrant Shares Remaining to be Exercised LOTON, CORP WARRANT ORIGINALLY ISSUED ____________________ WARRANT FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned Warrant to purchase _______________ shares of Common Stock to which such Warrant relates and appoints ___________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection with such sale, assignment or transfer of this Warrant, the undersigned hereby confirms that: ¨ such sale, transfer or other disposition may be effected without registration or qualification (under the Securities Act as then in effect and any applicable state securities law then in effect) of this Warrant or the shares of capital stock of the Company issuable thereunder and has attached hereto a written opinion of the undersigned’s counsel to that effect; or ¨ such sale, transfer or other disposition has been registered under the Securities Act of 1933, as amended, and registered and/or qualified under all applicable state securities laws. Dated: _________________, ____ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) Address of Transferee In the presence of:: ______________________________