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) 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 E Form of Irrevocable Transfer Agent Instructions TRANSFER AGENT INSTRUCTIONS ENER-CORE, INC. March 26, 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 March 26, 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 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) 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:
