Exhibit 4.1


 


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.


 


AMENDED AND RESTATED WARRANT


 


	Warrant No.	Original Issue Date: November 2, 2015
	 	Amended and Restated Date: April 27, 2017 


 


Ener-Core, Inc., a Delaware
corporation (the “Company”), hereby certifies that, for value received,                     or its registered assigns (the
“Holder”), is entitled to purchase from the Company up to a total of 74,000 shares of Common Stock (each such
share, a “Warrant Share” and all such shares, the “Warrant Shares”), at any time and from time to
time from and after November 2, 2016 (the “Commencement Date”), and through and including the date of the expiration
of five years beginning on the Commencement Date (the “Expiration Date”), and subject to the following terms
and conditions:


 


1.       Definitions.
As used in this Warrant, the following terms shall have the respective definitions set forth in this Section 1.


 


“Affiliate” means
any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 144.


 


“Business Day”
means any day except Saturday, Sunday and any day which is a federal legal holiday or a day on which banking institutions in the
State of New York are authorized or required by law or other governmental action to close.


 


“Common Stock”
means the common stock of the Company, $0.0001 par value per share, and any securities into which such common stock may hereafter
be reclassified or for which it may be exchanged as a class.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Exercise Price”
means $3.00, subject to adjustment in accordance with Section 9.


 


“Fair Market Value”
of one share of Common Stock means (i) if the Common Stock is publicly traded, the average of the per share closing prices of the
Common Stock as quoted on the Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, in
each case for the fifteen trading days ending five trading days prior to the date of determination of fair market value or (ii)
if the Common Stock is not so publicly traded, the per share fair market value as is determined in good faith by the Board of Directors
of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer
prices of the capital stock of the Company in private transactions negotiated at arm’s length.


 



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“Fundamental Transaction”
means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person, (2)
the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender
offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted
to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property.


 


“California Courts”
means the state and federal courts sitting in the City of Los Angeles, County of Los Angeles.


 


“Original Issue Date”
means the Original Issue Date first set forth on the first page of this Warrant.


 


“Person” means
an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Rule 144” means
Rule 144 promulgated by the Securities and Exchange Commission pursuant to the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission having substantially
the same effect as such Rule.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange
Commission under the Exchange Act.


 


“Trading Day”
means (i) a day on which the Common Stock is traded on a Trading Market, or (ii) if the Common Stock is not quoted on any Trading
Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the OTC Markets Group, Inc. (or
any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common
Stock is not listed or quoted as set forth in (i) or (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market, OTC Bulletin Board, or the OTC Markets Group, Inc. OTCQX or OTCQB tier on which the Common Stock is listed or quoted
for trading on the date in question.


 


“Warrant” means
this Amended and Restated Warrant executed on April 27, 2017, as it amends and restates the original warrant issued November 2,
2015.


 


“Warrant Shares”
means the shares of Common Stock issuable upon exercise of this Warrant.


 



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2.       Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3.       Registration
of Transfers. The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender
of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified
herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant
(any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued
to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a Warrant.


 


4.       Exercise
and Duration of Warrant. This Warrant shall be exercisable by the registered Holder at any time and from time to time from
and after the date of the expiration of twelve calendar months beginning on the Commencement Date, and through and including the
Expiration Date. At 5:30 p.m., New York City time on the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value. The Company may not call or redeem any portion of this Warrant without the prior written
consent of the affected Holder.


 


5.       Delivery
of Warrant Shares.


 


(a)       To
effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless all of the Warrant Shares
then represented by this Warrant are being exercised. Upon delivery of the Exercise Notice (in the form attached hereto) to the
Company (with the attached Warrant Shares Exercise Log) at its address for notice set forth herein and upon (i) payment of the
Exercise Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder or (ii) effecting a net
issue exercise as provided for in Section 10(b), the Company shall promptly (but in no event later than three Trading Days after
the Date of Exercise (as defined herein)) issue and deliver to the Holder, a certificate for the Warrant Shares issuable upon such
exercise. The Company shall, upon request of the Holder and subsequent to the date on which a registration statement covering the
resale of the Warrant Shares has been declared effective by the Securities and Exchange Commission, use its reasonable best efforts
to deliver Warrant Shares hereunder electronically through the Depository Trust & Clearing Corporation or another established
clearing corporation performing similar functions, if available, provided, that, the Company may, but will not be required
to change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository
Trust Corporation. A “Date of Exercise” means the date on which the Holder shall have delivered to the Company:
(i) the Exercise Notice (with the Warrant Exercise Log attached to it), appropriately completed and duly signed and (ii) payment
of the Exercise Price for the number of Warrant Shares so indicated by the Holder to be purchased.


 


(b)       If
by the third Trading Day after a Date of Exercise the Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 5(a), then the Holder will have the right to rescind such exercise.


 



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(c)       The
Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation
or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance which might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing Warrant Shares upon exercise of the Warrant as required pursuant to the terms hereof.


 


6.       Charges,
Taxes and Expenses. Issuance and delivery of Warrant Shares upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company
shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates
for Warrant Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability
that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7.       Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity
(which shall not include a surety bond), if requested. Applicants for a New Warrant under such circumstances shall also comply
with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe.
If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.       Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this
entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into
account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable.


 


9.       Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 9.


 


(a)       Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common
Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a
smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number
of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after
the effective date of such subdivision or combination.


 



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(b)       Fundamental
Transactions. If, at any time while this Warrant is outstanding there is a Fundamental Transaction, then the Holder shall have
the right thereafter to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it
would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (the “Alternate
Consideration”). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in
a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder
shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental
Transaction. The Company shall use its reasonable best efforts to ensure that at the Holder’s option and request, any successor
to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant substantially in the
form of this Warrant and consistent with the foregoing provisions and evidencing the Holder’s right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The Company shall use its reasonable best efforts to ensure
that the terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this paragraph (b) and ensuring that the Warrant (or any such replacement
security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.


 


(c)       Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant
Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such
adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate
Exercise Price in effect immediately prior to such adjustment.


 


(d)       Calculations.
All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number
of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company,
and the disposition of any such shares shall be considered an issue or sale of Common Stock.


 


(e)       Notice
of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including
a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise
of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon
which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the
Holder and to the Company’s Transfer Agent.


 


(f)       Notice
of Corporate Events. If the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including without limitation any granting of rights or warrants to subscribe for or purchase any
capital stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding
up of the affairs of the Company, then the Company shall deliver to the Holder a notice describing the material terms and conditions
of such transaction (but only to the extent such disclosure would not result in the dissemination of material, non-public information
to the Holder) at least 10 calendar days prior to the applicable record or effective date on which a Person would need to hold
Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all steps reasonably
necessary in order to ensure that the Holder is given the opportunity to exercise this Warrant prior to such time so as to participate
in or vote with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in such notice.


 



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10.     Payment
of Exercise Price.


 


(a)       Cash
Exercise. The Holder shall pay the Exercise Price by delivery of immediately available funds; or


 


(b)       Net
Issue Exercise. In lieu of exercising this Warrant, the Holder may elect to receive Warrant Shares equal to the value of this
Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with
notice of such election, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following
formula:


 


	 	 	
        Y (A-B)

        

        X = ———————

        

        A
	 	 	 	 





	 	 	 	 	 	 	 
	Where:	 	X	 	=	 	the number of the Warrant Shares to be issued to the Holder.
	 	 	 	 
	 	 	Y	 	=	 	the number of the Warrant Shares purchasable under this Warrant.
	 	 	 	 
	 	 	A	 	=	 	the Fair Market Value of one share of Common Stock for the date of determination.
	 	 	 	 
	 	 	B	 	=	 	the per share Exercise Price (as adjusted to the date of such calculation)


 


(c)       Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 14(b).


 



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(d)       Beneficial
Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion
of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect
to such exercise, the Holder together with it affiliates collectively would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. For
purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and its affiliates
shall include the number of shares of Common Stock held by the Holder and all of its affiliates plus the number of shares of Common
Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall
exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised portion of
this Warrant beneficially owned by the Holder or any of its affiliates and (B) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock
or warrants) beneficially owned by the Holder or any of its affiliates subject to a limitation on conversion or exercise analogous
to the limitation contained in this Section 10(d). For purposes of this Section 10(d), beneficial ownership shall be calculated
in accordance with Section 13(d) of the Exchange Act. For purposes of this Warrant, in determining the number of outstanding shares
of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Annual Report on Form
10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission,
as the case may be, (y) a more recent public announcement by the Company or (3) any other written notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”).
If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock
is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of shares
of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 10(d), to exceed the Maximum Percentage, the Holder must notify the Company of
a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase
is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to
the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written or oral
request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
and any of its affiliates since the date as of which the Reported Outstanding Share Number was reported. In the event that the
issuance of shares of Common Stock to the Holder upon exercise of this Warrant results in the Holder and its affiliates being deemed
to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as
determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and its affiliates’
aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and
void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon
as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the
Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of a written notice to the Company, the Holder
may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in
such notice; provided that any such increase in the Maximum Percentage will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company. For purposes of clarity, the shares of Common Stock issuable pursuant to the
terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose
including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant pursuant
to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent
determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner otherwise than
in strict conformity with the terms of this Section 10(d) to the extent necessary to correct this paragraph or any portion of this
paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 10(d)
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in
this paragraph may not be waived and shall apply to a successor holder of this Warrant.


 



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11.     No
Fractional Shares. No fractional shares of Warrant Shares will be issued in connection with any exercise of this Warrant. In
lieu of any fractional shares which would, otherwise be issuable, the Company shall pay cash equal to the product of such fraction
multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the date of exercise.


 


12.     Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in this Section prior to 5:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on
any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such communications shall
be: (i) if to the Company, to 8965 Research Drive, Irvine, CA 92618, Attn: Chief Executive Officer, or to Facsimile No.: (949)
616-3399 (or such other address as the Company shall indicate in writing in accordance with this Section), or (ii) if to the Holder,
to the address or facsimile number appearing on the Warrant Register or such other address or facsimile number as the Holder may
provide to the Company in accordance with this Section.


 


13.     Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon 10 days’ notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be
a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last
address as shown on the Warrant Register.


 


14.     Miscellaneous.


 


(a)       This
Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject
to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder
any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed
by the Company and the Holder and their successors and assigns.


 


(b)       All
questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of
law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant
and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the California Courts. Each party hereto hereby irrevocably
submits to the exclusive jurisdiction of the California Courts for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
Proceeding, any claim that it is not personally subject to the jurisdiction of any California Court, or that such Proceeding has
been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions
of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees
and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.


 



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(c)       The
headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


 


(d)       In
case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


(e)       Prior
to exercise of this Warrant, the Holder hereof shall not, by reason of being a Holder, be entitled to any rights of a stockholder
with respect to the Warrant Shares.


 


[REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


 



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IN WITNESS WHEREOF, the Company has caused this Warrant
to be duly executed by its authorized officer as of the Amended and Restated date first indicated above.


 


	 	ENER-CORE, INC.
	 	 
	 	By: 	                 
	 	Name:	 
	 	Title:	 









 


Accepted and agreed as of the Amended and Restated date first indicated
above:


 


_____________________




 



    	 	A-10	 



     


    

 





EXERCISE NOTICE





ENER-CORE, INC.





AMENDED AND
RESTATED WARRANT EXECUTED APRIL 27, 2017,





AS to WARRANT
DATED NOVEMBER 2, 2015


 


The undersigned Holder hereby irrevocably elects to
purchase______________ shares of Common Stock pursuant to the above referenced Warrant. Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Warrant.


 


		(1)	The undersigned Holder hereby exercises its right to purchase ______________________ Warrant Shares
pursuant to the Warrant.



 


		(2)	Method of Exercise (Please initial the applicable blank):



 


		____	The
                                         undersigned Holder elects to exercise the Warrant by means of a cash payment in accordance
                                         with Section 10(a) of the Warrant, and tenders herewith or by concurrent wire transfer
                                         payment in full for the purchase price of the Warrant Shares being purchased, together
                                         with all applicable transfer taxes, if any.



 


		____	The
                                         undersigned Holder elects to exercise the Warrant by means of the net exercise provisions
                                         of Section 10(b) of the Warrant.



 


		(3)	Pursuant to this Exercise Notice, the Company shall deliver to the holder ______________________
Warrant Shares in accordance with the terms of the Warrant.



 


Dated:_______________


 


	 	Name of Holder:                                                                 
	 	 	 
	 	(Print)                                                                                  
	 	 	 
	 	By:         	
	 	Name:	                                                                      
	 	Title:	
	 	(Signature
                    must conform in all respects to name of holder as specified on the face of the Warrant)














 



    	 	A-11	 



     


    







 





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	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	   	 	 	 	     	 	 	 	     	 	 	 	      	 



 



    	 	A-12	 



     


    

 


ENER-CORE, INC.





WARRANT DATED
________ __, 201_





WARRANT NO.
______________







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.


 





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:


 


                                                       


 





 


A-13