SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 1st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of May 1, 2015, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors identified in their respective “Buyer Signature Page” attached hereto (individually, a "Buyer" and collectively, the "Buyers").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 25th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 23, 2016, by and among Ener-Core, Inc., a Delaware corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the “Company”), the investors listed on the Schedule of Buyers attached hereto and the investors, if any, party to a joinder agreement with respect hereto (each, a “Buyer” and collectively, the “Buyers”).
ContractEner-Core Inc. • May 16th, 2014 • Miscellaneous chemical products
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
ENER-CORE, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 5th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • Delaware
This Indemnification Agreement (“Agreement”) is made and entered into as of the _____ day of _____________, 2015, by and between Ener-Core, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 31st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 30, 2015, by and among Ener-Core, Inc., a Delaware corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the “Company”), and the investors identified in their respective “Buyer Signature Page” attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • April 23rd, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
PLEDGE AND SECURITY AGREEMENT, dated as of April 23, 2015 (this "Agreement"), made by Ener-Core, Inc., a Nevada 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"), in favor of Empery Tax Efficient, LP, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of April 22, 2015 (as amended, restated or otherwise modified from time to time, the "Securities Purchase Agreement").
ENER-CORE, INC.Stock Option Agreement • May 21st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • Nevada
Unless otherwise defined herein, the terms defined in the 2013 Equity Award Incentive Plan shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
AGREEMENT AND PLAN OF MERGER by and among Inventtech, Inc., Flex Merger Acquisition Sub, Inc., and Flex Power Generation, Inc. dated as of April 16, 2013Agreement and Plan of Merger • April 17th, 2013 • Inventtech Inc. • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this or the “Agreement”), is made and entered into as of April 16, 2013, by and among Inventtech, Inc., a Nevada corporation (“Parent”), Flex Merger Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Flex Power Generation, Inc., a Delaware corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 16th, 2014 • Ener-Core Inc. • Miscellaneous chemical products • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 15, 2014, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
ENER-CORE, INC. 2013 EQUITY AWARD INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • May 2nd, 2014 • Ener-Core Inc. • Miscellaneous chemical products • Nevada
ENER-CORE, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 6th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • California
This Executive Employment Agreement (this “Agreement”) is entered into as of June 29, 2016 (the “Effective Date”), by and between Ener-Core, Inc., a Delaware corporation (the “Company”), and Douglas Hamrin (“Executive”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 12th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of April 11, 2016, by and among Ener-Core, Inc., a Delaware corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the “Company”), and the investors identified in their respective “Buyer Signature Page” attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDMENT NO. 4 TO AMENDMENT AGREEMENT AND WAIVERAgreement and Waiver • May 3rd, 2019 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT NO. 4 TO AMENDMENT AGREEMENT AND WAIVER (this “Amendment”), dated as of April 30, 2019, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 30100 Town Center Dr., Suite O-209, Laguna Niguel, California 92677 (the “Company”), and the investor listed on the signature page attached hereto (the “Holder”).
WARRANT AGREEMENTWarrant Agreement • December 7th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • Delaware
This Warrant Agreement (“Warrant Agreement”) is made as of ________, 2015, by and between Ener-Core, Inc., a Delaware corporation, (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
●] Units1 Ener-core, Inc. PURCHASE AGREEMENTWarrant Agreement • November 16th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
ContractEner-Core, Inc. • May 1st, 2017 • Miscellaneous chemical products
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECOND AMENDMENT TO SENIOR SECURED NOTESSenior Secured Notes • December 11th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
THIS SECOND AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of December 7, 2015 by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the undersigned, and amends those certain Senior Secured Notes dated as of May 9, 2015 (as amended to date, the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated May 7, 2015, by and among the Company, the “Buyers” identified therein, and the Collateral 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.
AMENDMENT TO SENIOR SECURED NOTESSenior Secured Notes • November 3rd, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
THIS AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of November 2, 2015 by and among Ener-Core, Inc., a Delaware corporation (the “Company”) and the undersigned, and amends those certain Senior Secured Notes dated as of May 9, 2015 (the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated May 7, 2015, by and among the Company, the "Buyers" identified therein, and the Collateral Agent identified therein (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 SENIOR SECURED NOTESSenior Secured Notes • April 5th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS FOURTH AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of March 31, 2016 by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the undersigned, and amends those certain Senior Secured Notes dated as of April 23, 2015 (as amended to date, the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated April 22, 2015, by and among the Company, the “Buyers” identified therein, and the Collateral 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 1, 2015, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors identified in their respective “Buyer Signature Page” attached hereto (each, a "Buyer" and collectively, the "Buyers").
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 23, 2016, by and among Ener-Core, Inc., a Delaware corporation (the “Company”) and the undersigned, and amends that certain Securities Purchase Agreement, dated as of September 1, 2016 (as amended to date, the “Agreement”), by and among the Company, the “Buyers” identified therein, and the Subordinated Agent identified therein. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • May 30th, 2014 • Ener-Core Inc. • Miscellaneous chemical products
This Amendment to Executive Employment Agreement (this “Amendment”), dated as of May 23, 2014, amends that certain Executive Employment Agreement, dated as of April 25, 2013 (the “Agreement”) between FlexPower Generation, Inc., a Delaware corporation now known as Ener-Core Power, Inc. (the “Subsidiary”), and Alain J. Castro (“Executive”), which Agreement and the obligations of the Subsidiary thereunder has been assumed by Ener-Core, Inc., a Nevada corporation (the “Company”). The Company and Executive are each referred to individually as a “Party,” and collectively as the “Parties”. All capitalized terms used herein but not otherwise defined shall have the same meaning as set forth in the Agreement.
COMMERCIAL AND MANUFACTURING LICENSE AGREEMENTCommercial and Manufacturing License Agreement • July 6th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This COMMERCIAL AND MANUFACTURING LICENSE AGREEMENT (“Agreement”) is executed as of this 29th day of June, 2016 (“Execution Date”), by and between Dresser-Rand Company, a New York general partnership (“D-R”), and Ener-Core Power, Inc., a Delaware corporation (“E-C”) (each a “Party” and, together, the “Parties”).
FIFTH AMENDMENT TO SENIOR SECURED NOTESSenior Secured Notes • September 2nd, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS FIFTH AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of September 1, 2016 by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the undersigned, and amends those certain Senior Secured Notes dated as of May 9, 2015 (as amended to date, the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated May 7, 2015, by and among the Company, the “Buyers” identified therein, and the Collateral 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.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 24th, 2011 • Inventtech Inc. • Nevada
THIS AGREEMENT executed on this the 21st day of June, 2010 but agreed to be effective from and after June 21, 2010, by and between Inventtech Inc. having an address at 5348 Vegas Drive, Suite 677, Las Vegas, Nevada, 89108 (hereinafter "Company"), and NR Consulting Services, having an address at Hanahala #23 Karkuor Israel 37000 (hereinafter "Contractor").
SECOND AMENDMENT TO SENIOR SECURED NOTESSenior Secured Notes • December 11th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
THIS SECOND AMENDMENT TO SENIOR SECURED NOTES (this “Amendment”) is made and entered into as of December 7, 2015 by and among Ener-Core, Inc., a Delaware corporation (the “Company”), and the undersigned, and amends those certain Senior Secured Notes dated as of April 23, 2015 (as amended to date, the “Notes”) as issued by the Company pursuant to that certain Securities Purchase Agreement, dated April 22, 2015, by and among the Company, the “Buyers” identified therein, and the Collateral 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 22, 2015, by and among Ener-Core, Inc., a Nevada corporation, with headquarters located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
AMENDMENT AGREEMENT AND WAIVERAmendment Agreement and Waiver • September 20th, 2017 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT AGREEMENT AND WAIVER (the “Amendment”), dated as of September 19, 2017, 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 • January 3rd, 2019 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT AGREEMENT AND WAIVER (the “Amendment”), dated as of December 31, 2018, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 30100 Town Center Dr., Suite O-209, Laguna Niguel, California 92677 (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 June 2018 SPA (as defined below), as applicable.
Ener-Core and the Dresser-Rand business enter into commercial and manufacturing license agreement for Ener-Core’s Power Oxidizers The Dresser-Rand business gains exclusive rights to manufacture and sell Ener-Core’sEner-Core, Inc. • July 6th, 2016 • Miscellaneous chemical products
IRVINE, CA – June 30, 2016 -- Ener-Core, Inc. (OTCQB: ENCR), the world’s only provider of Power Oxidation technology and equipment that generates clean power from waste and low-quality gases from a wide variety of industries, signed a Commercial and Manufacturing License Agreement (CMLA) with the Dresser-Rand business, part of Siemens Power and Gas Division. The Agreement grants the Dresser-Rand business the exclusive right to manufacture Ener-Core’s Power Oxidizers within the 1 to 4 MW power capacity range and to sell the Power Oxidizers (integrated with the 2 MW KG2 turbine manufactured by the Dresser-Rand business) directly to industrial customers.
SECOND AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENTThe Pledge and Security Agreement • November 25th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This SECOND AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT, dated as of November 23, 2016 (this “Second 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
Ener-Core Enters into Definitive Agreement for Final Tranche of Private Placement of $1.9 Million of Senior Secured Notes and WarrantsEner-Core Inc. • May 7th, 2015 • Miscellaneous chemical products
IRVINE, CA – May 7, 2015 -- Ener-Core, Inc. (OTCQB: ENCR), the world’s only provider of Power Oxidation technology and equipment that generates clean power from low-quality and waste gases from a wide variety of industries, has entered into the final tranche of an agreement to sell $1.9 million of senior secured notes and warrants, in a private placement for aggregate gross proceeds of $1.9 million. The company intends to use the proceeds from this private placement for general corporate purposes and to fulfill the capital requirements for its global licensing agreement with Dresser-Rand. The company expects to close the sale of the secured notes on or around May 7, 2015.
AMENDMENT NO. 2 TO AMENDMENT AGREEMENT AND WAIVERAmendment Agreement and Waiver • March 1st, 2019 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT NO. 2 TO AMENDMENT AGREEMENT AND WAIVER (this “Amendment”), dated as of February 27, 2019, is made by and between Ener-Core, Inc., a Delaware corporation, with headquarters located at 30100 Town Center Dr., Suite O-209, Laguna Niguel, California 92677 (the “Company”), and the investor listed on the signature page attached hereto (the “Holder”).
FORM OF LOCK-UP AGREEMENT ENER-CORE, INC. April __, 2015Up Agreement • April 7th, 2015 • Ener-Core Inc. • Miscellaneous chemical products • New York
