Exhibit 10.2


 





FIRST
AMENDMENT TO


SECURITIES
PURCHASE AGREEMENT


 


THIS
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of May
7, 2015 by and among Ener-Core, Inc., a Nevada corporation (the “Company”), Empery Tax Efficient, LP
(the “Collateral Agent”) and the undersigned, and amends that certain Securities Purchase Agreement,
dated as of April 22, 2015 (the “Agreement”), by and among the Company, the "Buyers" identified
therein, and the Collateral Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed
to such terms in the Agreement.


 


RECITALS


 


WHEREAS,
pursuant to Section 9(e) of the Agreement, any term of the Agreement may be amended only with the written consent of (i) the Company
and (ii) the holders of at least a majority of the aggregate number of the Conversion Shares and Warrant Shares issued or issuable
under the Notes and Warrants (calculated using the Assumed Conversion Price) and shall include Empery so long as Empery or any
of its affiliates holds any Securities (the “Required Holders”), and any amendments to the provisions
of Section 4(r) of the Agreement further require the written approval of the Collateral Agent;


 


WHEREAS,
any amendment effected in accordance with Section 9(e) of the Agreement is binding upon each holder of any securities purchased
under the Agreement and the Company; and


 


WHEREAS,
the parties hereto wish to amend the Agreement as set forth below.


  






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AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: 


 



ARTICLE
I

AMENDMENTS TO THE AGREEMENT


 


Section
1.1Increase in Shares Authorized for Additional Subscription. The second sentence of Section 4(k) of the Agreement
is hereby amended and restated as follows:


 


“Notwithstanding
anything to the contrary contained in this Section or in any of the Transaction Documents, the Company shall be permitted on or
prior to the fourteenth calendar day following the Closing Date to issue to one or more investors up to an aggregate of $1,900,000
principal amount of senior secured notes with the same percentage of warrants issuable hereunder, all on substantially the same
terms as the Notes and Warrants issuable pursuant to this Agreement (the "Additional Subscription"), but
in any event with no terms more favorable to the investors in the Additional Subscription than those of the Buyers hereunder.
Any notes issued pursuant to the Additional Subscription (the "Additional Notes"), for purposes of any
amendment provisions, for purposes of calculating whether the approval of the Required Holders shall have occurred and for purposes
of the Security Documents, shall be deemed to have been issued pursuant to this Agreement on the Closing Date.”


 


Section
1.2Collateral Agent. The following sentence shall be added immediately following the end of the first sentence of Section
4(r)(i) of the Agreement:


 


“The
parties hereto acknowledge and agree that the Collateral Agent, with the consent of the Note Required Holders may, and at the
direction of the Note Required Holders shall, exercise remedies under the Security Documents in accordance with such consent or
direction, as applicable. For purposes of this section, “Note Required Holders” shall mean the holders of a majority
of the outstanding principal amount of Notes and Additional Notes, taken together, and shall include Empery (as defined herein)
so long as Empery or any of its affiliates holds any Notes.” 


 


ARTICLE
II

MISCELLANEOUS


 


Section
2.1Effect of this Amendment. This Amendment shall form a part of the Agreement for all purposes, and each party thereto
and hereto shall be bound hereby. This Amendment shall only be deemed to be in full force and effect from and after both the execution
of this Amendment by the parties hereto and the execution of agreements substantially identical to this Amendment by the Company,
Empery and "Buyers" holding a sufficient number of Conversion Shares and Warrant Shares issued or issuable under their
respective Notes and Warrants that, together with undersigned, constitute the Required Holders. From and after such effectiveness,
any reference to the Agreement shall be deemed to be a reference to the Agreement, as amended hereby. Except as specifically amended
as set forth herein, each term and condition of the Agreement shall continue in full force and effect.


 


Section
2.2Entire Agreement. This Amendment, together with the Agreement, contains the entire agreement of the parties and
supersedes any prior or contemporaneous written or oral agreements between them concerning the subject matter of this Amendment.


 


Section
2.3Governing Law. This Amendment shall be governed by the internal law of the State of New York.


 






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Section
2.4Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to
a single counterpart so that all signature pages are physically attached to the same document. This Amendment may be executed
by fax or electronic mail, in PDF format, and no party hereto may contest this Amendment’s validity solely because a signature
was faxed or otherwise sent electronically.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to Securities Purchase Agreement as of the date first
written above.


 


	 	COMPANY:
	 	 
	 	ENER
    - CORE, INC.
	 	 	 
	 	By:	
	 	 	Name:
    Alain J. Castro
	 	 	Title:
    Chief Executive Officer  


 


[Signature
Page to First Amendment to Securities Purchase Agreement]







    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have executed this First Amendment to Securities Purchase Agreement as of the date first
written above.


 


	 	BUYER:
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


 


[Signature Page to First
Amendment to Securities Purchase Agreement]