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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 25th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
SECURITIES PURCHASE AGREEMENT (the “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”), and the investors listed on the Schedule of Buyers attached hereto (individually, an “Initial Buyer” and collectively, the “Initial 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.
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
FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 25th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of November 23, 2016 (this “Amendment”), to the Subordination and Intercreditor Agreement dated as of November 2, 2015 (as further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”) is entered into by and among Anthony Tang (the “Subordinated Creditor”), Ener-Core, Inc., a Delaware corporation (“Borrower”), and Empery Tax Efficient, LP in its capacity as collateral agent for the Senior Lenders (as defined below) (together with its successors and assigns, the “Agent”).
FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • November 25th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
THIS FIRST AMENDMENT TO SUBORDINATION AND INTERCREDITOR AGREEMENT, dated as of November 23, 2016 (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 (the “Guarantor”), 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”).
AMENDMENT AGREEMENTAmendment Agreement • November 25th, 2016 • Ener-Core, Inc. • Miscellaneous chemical products • New York
This AMENDMENT AGREEMENT (the “Agreement”), dated as of November 23, 2016, is made by and between Ener-Core, Inc., a Delaware 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 April 2015 SPA and May 2015 SPA (each as defined below), as applicable.
