Exhibit
10.1


 


ENER-CORE,
INC.


 


INDEMNIFICATION
AGREEMENT


 


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”).


 


RECITALS


 


A.          Highly
competent and experienced persons have become more reluctant to serve corporations as directors, executive officers or in other
capacities unless they are provided with adequate protection through insurance and/or indemnification against risks of claims
and actions against them, arising out of their service to and activities on behalf of the Company.


 


B.           The
Board of Directors of the Company (the “Board”) has determined that in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its Subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums, and with more
exclusions. At the same time, directors, officers and other persons serving corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. The Certificate of Incorporation of the Company (the “Charter”)
and the Bylaws of the Company (the “Bylaws” and together with the Charter, the “Governing Documents”)
require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant
to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Governing Documents and the
DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that the
Company and members of the Board and officers of the Company may enter into contracts to protect such persons against claims and
expenses arising from their services on behalf of the Company.


 


C.           The
uncertainties relating to such insurance and to such indemnification have increased the difficulty of attracting and retaining
such persons. The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to
the best interests of the Company and its stockholders, and that the Company should act to assure such persons that there will
be increased certainty of such protection in the future.


 


D.           The
Board has also determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify
and hold harmless, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that
they will serve or continue to serve the Company free from undue concern that they will not be adequately protected.


 


E.           This
Agreement is a supplement to and in furtherance of the Governing Documents of the Company, and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


F.           Indemnitee
does not regard the protection available under the Governing Documents and insurance as adequate in the present circumstances,
and may not be willing to serve, continue to serve and take on additional service for or on behalf of the Company without adequate
protection, and the Company desires Indemnitee to serve, continue to serve and take on additional service for or on behalf of
the Company. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that he be so indemnified.


 






     

    


    

 


AGREEMENT


 


In
consideration of the foregoing and the mutual covenants herein contained, and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereby agree as follows:


 


ARTICLE
I


 


Certain
Definitions


 


As
used herein, the following words and terms shall have the following respective meanings (whether singular or plural):


 


1.            The
terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in
Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.


 


2.           “Change
in Control” means the occurrence of any of the following events:


 


(i)           Acquisition
of Stock by Third Party. The acquisition after the date of this Agreement by any Person of Beneficial Ownership of 50% or
more of either (x) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”),
or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election
of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of
this subparagraph (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from
the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant
to a transaction that complies with clauses (A), (B) and (C) of subparagraph (iii) below;


 


(ii)          Change
in Board of Directors. Members of the Incumbent Board cease to constitute at least a majority of the members of the Board;


 


(iii)         Corporate
Transactions. Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all
of the assets of the Company, or an acquisition of assets of another entity (a “Business Combination”), in
each case, unless, following such Business Combination, (A) all or substantially all of the Persons who were the Beneficial Owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business
Combination are the Beneficial Owners of, directly or indirectly, more than 50% of, respectively, the then outstanding shares
of common equity and the combined voting power of the then outstanding Voting Securities, as the case may be, of the entity resulting
from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company
or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries), (B) no Person
(excluding any corporation resulting from a Business Combination) is the Beneficial Owner, directly or indirectly, of twenty percent
(20%) or more of the combined voting power of the then outstanding Voting Securities except to the extent that such ownership
existed prior to the Business Combination, or (C) at least a majority of the members of the board of directors or other similar
governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution
of the initial agreement, or of the action of the Board, providing for such Business Combination;


 






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(iv)         Liquidation.
The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or an agreement or series
of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets (or, if such
approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction
or a series of related transactions); or


 


(v)         
Other Events. The occurrence of any other event of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Exchange
Act, whether or not the Company is then subject to such reporting requirement.


 


3.           “Claim”
means an actual or threatened claim or request for relief that was, is or may be made by reason of anything done or not done by
Indemnitee in, or by reason of any event or occurrence related to, Indemnitee’s Corporate Status.


 


4.           “Common
Stock” means the Company’s common stock, par value $0.0001 per share, and such other securities as may be substituted
(or resubstituted) for such Common Stock.


 


5.           “Corporate
Status” means the status of a person who is, becomes or was a director, officer, trustee, partner, member, employee,
agent, fiduciary or similar functionary of the Company or is, becomes or was serving at the request of the Company as a director,
officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary of another
Enterprise. For purposes of this Agreement, the Company agrees that Indemnitee’s service on behalf of or with respect to
any Subsidiary of the Company shall be deemed to be at the request of the Company.


 


6.           “Disinterested
Director” with respect to any request by Indemnitee for indemnification hereunder, means a director of the Company who
at the time of the vote is not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.


 


7.           “Enterprise”
shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed
in a consolidation or merger to which the Company (or any of its wholly-owned Subsidiaries) is a party, limited liability company,
partnership, joint venture, trust, employee benefit plan, or other enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, trustee, partner, member, employee, agent, fiduciary or similar functionary.


 


8.           “Exchange”
means the principal securities exchange or inter-dealer quotation system on which the Company’s common stock is listed or
quoted.


 


9.           “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 






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10.         “Expenses”
means all attorneys’ fees and disbursements, retainers, accountant’s fees and disbursements, private investigator
fees and disbursements, court costs, transcript costs, fees and expenses of experts, witness fees and expenses, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements,
costs or expenses of the types customarily incurred in connection with prosecuting, defending (including affirmative defenses
and counterclaims), preparing to prosecute or defend, investigating, being or preparing to be a witness in, or participating in
or preparing to participate in (including on appeal) a Proceeding, and all interest or finance charges attributable to any thereof.
Should any payments by the Company under this Agreement be determined to be subject to any federal, state or local income or excise
tax, “Expenses” shall also include (i) such amounts as are necessary to place Indemnitee in the same after-tax
position (after giving effect to all applicable taxes) as Indemnitee would have been in had no such tax been determined to apply
to such payments, and (ii) such amounts as are incurred in connection with any appeal resulting from any Proceeding (as defined
below), including without limitation, the principal, premium, security for, and other costs relating to any cost bond, supersedes
bond, or other appeal bond, or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


11.         “Incumbent
Board” means (a) the individuals who, as of the date of this Agreement, constitute the Board and (b) any other individual
who becomes a director of the Company after that date and, in the case of the foregoing clause (b), whose election or appointment
by the Board, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board, but excluding any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest with respect to the election or removal of directors, or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.


 


12.         “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
contemporaneously is, nor in the five years theretofore has been, retained to represent: (a) the Company or Indemnitee in any
matter material to either such party (other than as Independent Counsel under this Agreement or similar agreements), (b) any other
party to the Proceeding giving rise to a claim for indemnification hereunder, or (c) the Beneficial Owner, directly or indirectly,
of securities of the Company representing 5% or more of the combined voting power of the Company’s then outstanding voting
securities (other than, in each such case, with respect to matters concerning the rights of Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements). Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement.


 


13.         “Independent
Directors” means the directors on the Board that are independent directors as defined in the listing rules of the applicable
Exchange.


 


14.         “Person”
means any individual, entity or group (within the meaning of Sections 13(d)(3) and 14(d)(2) of the Exchange Act).


 


15.         “Potential
Change in Control” shall be deemed to have occurred if (i) any Person shall have announced publicly an intention to
take actions to effect a Change in Control, or commenced any action (such as the commencement of a tender offer for the Company’s
Common Stock or the solicitation of proxies for the election of any of the Company’s directors) that, if successful, would
reasonably be expected to result in the occurrence of a Change in Control; (ii) the Company enters into an agreement or arrangement,
the consummation of which would result in the occurrence of a Change in Control; (iii) any other event occurs that the Board declares
to be a Potential Change in Control; or (iv) any Person who is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing 10% or more of the combined voting power of the Company’s then outstanding securities entitled
to vote generally in the election of directors increases his or her Beneficial Ownership of such securities by 5% or more over
the percentage so owned by such Person on the date hereof, unless such acquisition was approved in advance by the Board.


 






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16.         “Proceeding”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative,
legislative or investigative (formal or informal) nature, including any appeal therefrom in which Indemnitee was, is, will or
might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was
a director, officer, employee or agent of the Company, by reason of any action (or failure to act) taken by him or her or of any
action (or failure to act) on his or her part while acting as a director, officer, employee or agent of the Company, or by reason
of the fact that he or she is or was serving at the request of the Company as a director, officer, trustee, general partner, managing
member, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.


 


17.         “Subsidiary”
means, with respect to any Person, any corporation or other entity of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by that Person.


 


18.         
“Voting Securities” means any securities that vote generally in the election of directors, in the admission
of general partners, or in the selection of any other similar governing body.


 


ARTICLE
II


 


Services
by Indemnitee


 


Indemnitee
will serve or continue to serve as an officer or director of the Company for so long as Indemnitee is duly elected or appointed
or until Indemnitee tenders his or her resignation or is terminated by the Company. Indemnitee may from time to time also agree
to serve, as the Company may request from time to time, in another capacity for the Company (including another officer or director
position) or as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar
functionary of another Enterprise. Indemnitee and the Company each acknowledge that they have entered into this Agreement as a
means of inducing Indemnitee to serve, or continue to serve, the Company in such capacities. Indemnitee may at any time and for
any reason resign from such position or positions (subject to any other contractual obligation or any obligation imposed by operation
of law). Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained in the employment
of the Company or any of its Subsidiaries or affiliated entities.


 


ARTICLE
III


 


Indemnification


 


Section
3.1     General. Subject to the provisions set forth in Article IV, the Company shall indemnify,
and advance Expenses to, Indemnitee to the fullest extent permitted by applicable law in effect on the date hereof, and to such
greater extent as applicable law may hereafter from time to time permit. The other provisions set forth in this Agreement are
provided in addition to and as a means of furtherance and implementation of, and not in limitation of, the obligations expressed
in this Article III. No requirement, condition to or limitation of any right to indemnification or to advancement of Expenses
pursuant to this Article III shall in any way limit the rights of Indemnitee under Article VII.


 






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Section
3.2     Additional Indemnity of the Company. Indemnitee shall be entitled to indemnification pursuant
to this Section 3.2 if, by reason of anything done or not done by Indemnitee in, or by reason of any event or occurrence
related to, Indemnitee’s Corporate Status, Indemnitee is, was or becomes, or is threatened to be made, a party to, or witness
or other participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its
favor). Pursuant to this Section 3.2, Indemnitee shall be indemnified against any and all Expenses, judgments, penalties
(including excise and similar taxes), fines and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of any such Expenses, judgments, penalties, fines and amounts paid in settlement)
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any Claim,
issue or matter therein. Notwithstanding the foregoing, the obligations of the Company under this Section 3.2 shall be
subject to the condition that no determination (which, in any case in which Independent Counsel is involved, shall be in the form
of a written opinion) shall have been made pursuant to Article IV that Indemnitee would not be permitted to be indemnified
under applicable law. Nothing in this Section 3.2 shall limit the benefits of Section 3.1, Section 3.3, or
any other Section in this Article III.


 


Section
3.3     Advancement of Expenses. The Company shall pay all Expenses reasonably incurred by, or
in the case of retainers to be incurred by, or on behalf of Indemnitee (or, if applicable, reimburse Indemnitee for any and all
Expenses reasonably incurred by Indemnitee and previously paid by Indemnitee) in connection with any Claim or Proceeding, whether
brought by or in the right of the Company or otherwise, in advance of any determination respecting entitlement to indemnification
pursuant to Article IV hereof (and shall continue to pay such Expenses after such determination, and until it shall ultimately
be determined (in a final adjudication by a court from which there is no further right of appeal or in a final adjudication of
an arbitration pursuant to Section 5.1 if Indemnitee elects to seek such arbitration) that Indemnitee is not entitled to
be indemnified by the Company against such Expenses) within thirty (30) days after the receipt by the Company of (a) a written
request from Indemnitee requesting such payment or payments from time to time, whether prior to or after final disposition of
such Proceeding, and (b) a written affirmation from Indemnitee of Indemnitee’s good faith belief that Indemnitee has met
the standard of conduct necessary for Indemnitee to be permitted to be indemnified under applicable law. Any such payment by the
Company is referred to in this Agreement as an “Expense Advance.” In connection with any request for an Expense
Advance, if requested by the Company, Indemnitee or Indemnitee’s counsel shall also submit an affidavit stating that the
Expenses incurred were, or in the case of retainers to be incurred are, reasonably incurred. Any dispute as to the reasonableness
of the incurrence of any Expense shall not delay an Expense Advance by the Company, and the Company agrees that any such dispute
shall be resolved only upon the disposition or conclusion of the underlying Claim against Indemnitee. Indemnitee hereby undertakes
and agrees that Indemnitee will reimburse and repay the Company without interest for any Expense Advances to the extent that it
shall ultimately be determined (in a final adjudication by a court from which there is no further right of appeal, or in a final
adjudication of an arbitration pursuant to Section 5.1, if Indemnitee elects to seek such arbitration) that Indemnitee
is not entitled to be indemnified by the Company against such Expenses under the provisions of this Agreement, the Governing Documents,
applicable law or otherwise. Indemnitee shall not be required to provide collateral or otherwise secure the undertaking and agreement
described in the immediately prior sentence. The Company will be entitled to participate in the Claim or Proceeding at its own
expense.


 






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Section
3.4     Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest
extent permitted by law, Indemnitee not be required to incur legal fees and other costs and expenses (of the types described in
the definition of Expenses in Article I) associated with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement by litigation, arbitration or otherwise because the cost and expense thereof would substantially detract
from the benefits intended to be extended to Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all
Expenses and, if requested by Indemnitee, shall (within ten (10) business days of that request) advance those Expenses to Indemnitee,
that are incurred by Indemnitee in connection with any claim asserted against, or action brought by, Indemnitee for (i) indemnification
or an Expense Advance by the Company under this Agreement or any other agreement or provision of the Governing Documents now or
hereafter in effect relating to any Claim or Proceeding, (ii) recovery under any directors’ and officers’ liability
insurance policies maintained by the Company, or (iii) enforcement of, or claims for breaches of, any provision of this Agreement,
in each of the foregoing situations, regardless of whether Indemnitee ultimately is determined to be entitled to that indemnification,
Expense Advance, insurance recovery, enforcement, or damage claim, as the case may be, and regardless of whether the nature of
the proceeding with respect to such matters is judicial, by arbitration, or otherwise; provided, however, with respect
to the foregoing clauses (i), (ii) and (iii), if Indemnitee is not wholly successful on the underlying claims, then such indemnification
and advancement shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law,
whichever is greater. To the extent that it is ultimately determined that Indemnitee is not wholly successful on the underlying
claims, the execution and delivery to the Company of this Agreement shall constitute an undertaking providing that the Indemnitee
undertakes to repay, if required by law, the amounts advanced (without interest) to the extent the Indemnitee is not successful
on such underlying claims.


 


Section
3.5     Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the Expenses, judgments, fines, penalties, and amounts paid in settlement of a Claim or
Proceeding but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the
portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent
that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims or Proceedings, or in defense of
any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred
in connection therewith.


 


ARTICLE
IV


 


Procedure
for Determination of Entitlement


to
Indemnification


 


Section
4.1     Notification and Request by Indemnitee. Indemnitee agrees to notify the Company promptly
in writing and, in all events within ten (10) days, upon being served with or otherwise having received any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or Claim that may be subject to indemnification
or hold harmless rights or Expense Advances hereunder. The written notification shall include a description of the nature of the
Proceeding or Claim and the facts underlying the Proceeding or Claim and copies of any and all summons, citation, subpoena, complaint
or other document received by Indemnitee in connection such Claim or Proceeding. The failure of Indemnitee to so notify the Company
shall not relieve the Company of any obligation that it may have to the Indemnitee under this Agreement, or otherwise, except
to the extent that the Company shall have been materially prejudiced as a direct result of such failure. The Company shall promptly
notify Indemnitee in writing and, in all events within ten (10) days, as to the pendency of any Proceeding or Claim that may involve
a claim against Indemnitee for which Indemnitee may be entitled to indemnification or hold harmless rights or Expense Advances
hereunder. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request for the Company
to indemnify and hold harmless Indemnitee, including therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification
following the final disposition of such Proceeding, in accordance with this Agreement. Such request(s) may be delivered from time
to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. The Secretary or an Assistant Secretary
of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification. Following such a written request for indemnification by Indemnitee, the Indemnitee’s entitlement
to indemnification shall be determined according to Section 4.2.


 






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Section
4.2     Determination of Request. Upon written request by Indemnitee for indemnification pursuant
to Section 4.1 hereof, a determination, if required by applicable law, with respect to whether Indemnitee is permitted
under applicable law to be indemnified, shall be made by one of the following four methods (which shall be at the election of
the Board if there has not been a Change in Control or Potential Change in Control), and which shall be at the election of the
Indemnitee if there has been a Change in Control or Potential Change in Control: (a) by a majority vote of the Disinterested Directors,
even though less than a quorum, (b) by a committee of Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum, (c) if there are no Disinterested Directors or if the Disinterested Directors so direct,
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (d) if so directed
by the Board, by the stockholders of the Company.


 


If
it is so determined that Indemnitee is permitted to be indemnified under applicable law, payment to Indemnitee shall be made within
thirty (30) days after such determination. Nothing contained in this Agreement shall require that any determination be made under
this Section 4.2 prior to the disposition or conclusion of a Claim or Proceeding against Indemnitee; provided, however,
that Expense Advances shall continue to be made by the Company pursuant to, and to the extent required by, the provisions of Article
III. Indemnitee shall cooperate with the person or persons making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person or persons upon reasonable advance request any documentation or information
that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and is reasonably
necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee
in so cooperating with the person or persons making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification), and the Company shall indemnify and hold harmless Indemnitee therefrom.


 


Section
4.3     Independent Counsel. If a Potential Change in Control or a Change in Control shall not
have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel
shall be selected by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (b) if
there are no Disinterested Directors, by a majority vote of the Board, and the Company shall give written notice to Indemnitee,
within ten (10) business days after receipt by the Company of Indemnitee’s request for indemnification, specifying the identity
and address of the Independent Counsel so selected. To the fullest extent permitted by law, if a Potential Change in Control or
a Change in Control shall have occurred and the determination of entitlement to indemnification is to be made by Independent Counsel,
the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company, within ten (10)
business days after submission of Indemnitee’s request for indemnification, specifying the identity and address of the Independent
Counsel so selected (unless Indemnitee shall request that such selection be made by the Disinterested Directors or a committee
of the Board, in which event the Company shall give written notice to Indemnitee within ten (10) business days after receipt of
Indemnitee’s request for the Board or a committee of the Disinterested Directors to make such selection, specifying the
identity and address of the Independent Counsel so selected). In either event, (i) such notice to Indemnitee or the Company, as
the case may be, shall be accompanied by a written affirmation of the Independent Counsel so selected that it satisfies the requirements
of the definition of “Independent Counsel” in Article I and that it agrees to serve in such capacity
and (ii) Indemnitee or the Company, as the case may be, may, within seven (7) days after such written notice of selection
shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Any
objection to the selection of Independent Counsel pursuant to this Section 4.3 may be asserted only on the ground that
the Independent Counsel so selected does not meet the requirements of the definition of “Independent Counsel”
in Article I, and the objection shall set forth with particularity the factual basis of such assertion. If such written
objection is timely made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court of
competent jurisdiction (the “Court”) has determined that such objection is without merit. In the event of a
timely written objection to a choice of Independent Counsel, the party originally selecting the Independent Counsel shall have
seven (7) days to make an alternate selection of Independent Counsel and to give written notice of such selection to the other
party, after which time such other party shall have five (5) days to make a written objection to such alternate selection. If,
within thirty (30) days after submission of Indemnitee’s request for indemnification pursuant to Section 4.1, no
Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court for
resolution of any objection that shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court
shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent
Counsel under Section 4.2. The Company shall pay any and all fees and expenses reasonably incurred by such Independent
Counsel in connection with acting pursuant to Section 4.2, and the Company shall pay all fees and expenses reasonably incurred
incident to the procedures of this Section 4.3, regardless of the manner in which such Independent Counsel was selected
or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 5.1, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


 






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Section
4.4      Presumptions and Effect of Certain Proceedings.


 


(a)         
Indemnitee shall be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification
under Section 4.1, and the Company shall have the burden of proof to overcome that presumption in reaching a determination
contrary to that presumption. Such presumption shall be used by Independent Counsel (or other person or persons determining entitlement
to indemnification) as a basis for a determination of entitlement to indemnification unless the Company provides information sufficient
to overcome such presumption by clear and convincing evidence or unless the investigation, review and analysis by Independent
Counsel (or such other person or persons) convinces Independent Counsel by clear and convincing evidence that the presumption
should not apply. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination
prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors
or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create
a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)         
If the person or persons empowered or selected pursuant to Article IV to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request by Indemnitee
therefor, Indemnitee shall be entitled to an adjudication in the Delaware Court of Chancery; provided, however, that such
sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person or persons
making the determination with respect to entitlement to indemnification in good faith requires or require such additional time
to obtain or evaluate documentation and/or information relating to such determination; and provided, further, that the sixty (60)
day limitation set forth in this Section 4.4(b) shall not apply, and such period shall be extended as necessary, (A) if
within thirty (30) days after receipt by the Company of the request for indemnification under Section 4.1, Indemnitee and
the Company have agreed, and the Board has resolved to submit such determination to the stockholders of the Company, pursuant
to Section 4.2, for their consideration at an annual meeting of stockholders to be held within ninety (90) days after such
agreement and such determination is made thereat, or a special meeting of stockholders is called within thirty (30) days after
such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after
having been so called and such determination is made thereat, or (B) if the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 4.2, in which case the applicable period shall be as set forth in
Section 5.1(c).


 






    	 	9	 



    


    

 


(c)         
The termination of any Proceeding, Claim, issue or matter, by judgment, order, settlement (whether with or without court approval)
or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this
Agreement) by itself adversely affect the rights of Indemnitee to indemnification or create a presumption that Indemnitee failed
to meet any particular standard of conduct. Indemnitee shall be deemed to have been found liable in respect of any Claim, issue
or matter only after Indemnitee shall have been so adjudged by the Court after exhaustion of all appeals therefrom.


 


ARTICLE
V


 


Certain
Remedies of Indemnitee


 


Section
5.1     Indemnitee Entitled to Adjudication in an Appropriate Court. If (a) a determination is
made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement; (b) there has been any failure
by the Company to make timely payment or advancement of any amounts due hereunder (including, without limitation, any Expense
Advances); or (c) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
4.2 and such determination shall not have been made and delivered in a written opinion within ninety (90) days after the latest
of (i) such Independent Counsel’s being appointed, (ii) the overruling by the Court of objections to such counsel’s
selection, or (iii) expiration of all periods for the Company or Indemnitee to object to such counsel’s selection, Indemnitee
shall be entitled to commence an action seeking an adjudication in the Court of Indemnitee’s entitlement to such indemnification
or advancements due hereunder, including, without limitation, Expense Advances. Alternatively, Indemnitee, at Indemnitee’s
option, may seek an award in arbitration to be conducted pursuant to the Delaware Rapid Arbitration Act. Indemnitee shall commence
such action seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has
the right to commence such action pursuant to this Section 5.1, or such right shall expire. The Company agrees not to oppose
Indemnitee’s right to seek any such adjudication or award in arbitration and it shall continue to pay Expense Advances pursuant
to Section 3.3 until it shall ultimately be determined (in a final adjudication by a court from which there is no further
right of appeal or in a final adjudication of an arbitration pursuant to this Section 5.1 if Indemnitee elects to seek
such arbitration) that Indemnitee is not entitled to be indemnified by the Company against such Expenses. Except as set forth
herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. If
Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 5.1, Indemnitee shall not be required
to reimburse the Company for any advances pursuant to Section 3.3, until a final determination is made with respect to
Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


Section
5.2     Adverse Determination Not to Affect any Judicial Proceeding. If a determination shall have
been made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement, any judicial
proceeding or arbitration commenced pursuant to this Agreement shall be conducted in all respects as a de novo trial or arbitration
on the merits, and Indemnitee shall not be prejudiced by reason of such initial adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Agreement, Indemnitee shall be presumed to be entitled to indemnification or advancement
of Expenses, as the case may be, under this Agreement and the Company shall have the burden of proof to overcome such presumption
and to show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as
the case may be.


 






    	 	10	 



    


    

 


Section
5.3     Company Bound by the Agreement. The Company, to the fullest extent not prohibited by applicable
law, shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Article V that
the procedures and presumptions of this Agreement are not valid, binding and enforceable, and shall stipulate in any such court
or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


Section
5.4   Disposition of Proceeding. Notwithstanding anything in this Agreement to the contrary, no determination
as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition
of the Proceeding.


 


Section 5.5  
  Company’s Right to Defend. In the event the Company may be obligated to make any indemnity in connection
with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by Indemnitee,
which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of written notice of its election
to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee for any fees or expenses of counsel subsequently incurred by Indemnitee with respect
to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall
be obligated to pay the fees and expenses of Indemnitee’s counsel to the extent (i) the employment of counsel by Indemnitee
is authorized by the Company, (ii) counsel for the Company or Indemnitee shall have reasonably concluded that there is a conflict
of interest between the Company and Indemnitee in the conduct of any such defense such that Indemnitee needs to be separately
represented, (iii) the Company is not financially or legally able to perform its indemnification obligations or (iv) the Company
shall not have retained, or shall not continue to retain, such counsel to defend such Proceeding. The Company shall have the right
to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, Indemnitee shall
have the right to employ counsel in any Proceeding at Indemnitee’s personal expense. The Company shall not be entitled,
without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Company. 


 


ARTICLE
VI


 


Contribution


 


Section
6.1     Contribution Payment. To the extent that the indemnification provided for under any provision
of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then in the event
Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness
or other participant in, a Proceeding by reason of (or arising in part out of) Indemnitee’s Corporate Status, the Company,
in lieu of indemnifying Indemnitee, shall, to the fullest extent permitted by law, contribute to the amount of any and all Expenses,
judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of such Proceeding and to any and
all amounts paid in settlement of that Proceeding (including all interest, assessments, and other charges paid or payable in connection
with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) for which such indemnification
is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault
with respect to the subject matter of the Proceeding giving rise to the Contribution Amounts of Indemnitee, on the one hand, and
of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be
at fault with respect to such matter (collectively, including the Company, the “Third Parties”), on the other
hand.


 






    	 	11	 



    


    

 


Section
6.2      Relative Fault. The relative fault of the Third Parties and Indemnitee shall be determined
(i) by reference to the relative fault of Indemnitee as determined by the court or other governmental agency assessing the Contribution
Amounts or (ii) to the extent such court or other governmental agency does not apportion relative fault, by the Independent Counsel
(or such other party which makes a determination pursuant to Article IV) after giving effect to, among other things, the
degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability
is primary or secondary, the degree to which their conduct is active or passive and other relevant equitable considerations of
each party. The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section
6.2 were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations
referred to in this Section 6.2.


 


ARTICLE
VII


 


Miscellaneous


 


Section
7.1     Non-Exclusivity. The rights of Indemnitee to receive indemnification and advancement of
Expenses under this Agreement shall be in addition to, and shall not be deemed exclusive of, any other rights Indemnitee shall
have under the DGCL or other applicable law, the Charter and/or Bylaws of the Company, any other agreement, vote of stockholders
or a resolution of directors, or otherwise. No amendment, alteration or repeal of the Charter and/or Bylaws of the Company or
any provision thereof shall adversely affect Indemnitee’s rights hereunder, and such rights shall be in addition to any
rights Indemnitee may have under the Charter and/or Bylaws and the DGCL or other applicable law. To the extent that there is a
change in the DGCL or other applicable law (whether by statute or judicial decision) that allows greater indemnification by agreement
than would be afforded currently under the Company’s Charter and/or Bylaws and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by virtue of this Agreement the greater benefit so afforded by such change. Any amendment,
alteration or repeal of the DGCL that adversely affects any right of Indemnitee shall be prospective only and shall not limit
or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission
to act that took place before such amendment or repeal.


 


Section
7.2      Insurance and Subrogation.


 


(a)    
     To the extent that the Company maintains an insurance policy or policies providing liability
insurance for directors, officers, employees, agents, fiduciaries or similar functionaries of the Company or for individuals serving
at the request of the Company as directors, officers, partners, members, venturers, proprietors, trustees, employees, agents,
fiduciaries or similar functionaries of another foreign or domestic corporation, partnership, limited liability company, joint
venture, sole proprietorship, trust, employee benefit plan or other Enterprise, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer,
employee, agent, fiduciary or similar functionary under such policy or policies.


 


(b)    
     In the event of any payment by the Company under this Agreement for which reimbursement is available
under any insurance policy or policies obtained by the Company, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee under such insurance policy or policies, who shall execute all papers required
and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights, provided that all Expenses relating to such action shall be borne by the Company.


 






    	 	12	 



    


    

 


(c)         
If
Indemnitee is a director of the Company, the Company will advise the Board of any proposed material reduction in the coverage
for Indemnitee to be provided by the Company’s directors’ and officers’ liability insurance policy and will
not effect such a reduction with respect to Indemnitee without the prior approval of at least two-thirds of the Independent Directors
of the Company.


 


Section
7.3     Self Insurance of the Company; Other Arrangements. The parties hereto recognize that the
Company may, but except as provided in Sections 7.2(a) and 7.2(c) is not required to, procure or maintain insurance
or other similar arrangements, at its expense, to protect itself and any person, including Indemnitee, who is or was a director,
officer, employee, agent, fiduciary or similar functionary of the Company or who is or was serving at the request of the Company
as a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary
of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust,
employee benefit plan or other Enterprise against any expense, liability or loss asserted against or incurred by such person,
in such a capacity or arising out of such person’s Corporate Status, whether or not the Company would have the power to
indemnify such person against such expense or liability or loss.


 


Except
as provided in Sections 7.2(a) and 7.2(c) in considering the cost and availability of such insurance, the Company
(through the exercise of the business judgment of its directors and officers) may, from time to time, purchase insurance which
provides for certain (i) deductibles, (ii) limits on payments required to be made by the insurer, or (iii) coverage which may
not be as comprehensive as that previously included in insurance purchased by the Company or its predecessors. The purchase of
insurance with deductibles, limits on payments and coverage exclusions, even if in the best interest of the Company, may not be
in the best interest of Indemnitee.


 


Section
7.4     Certain Settlement Provisions. The Company shall have no obligation to indemnify Indemnitee
under this Agreement for amounts paid in settlement of a Proceeding or Claim without the Company’s prior written consent,
which written consent shall not be unreasonably withheld. The Company shall not settle any Proceeding or Claim in any manner that
would impose any fine or other obligation on Indemnitee without Indemnitee’s prior written consent. Neither the Company
nor Indemnitee shall unreasonably withhold their consent to any proposed settlement.


 


Section
7.5     Duration of Agreement. This Agreement shall continue for so long as Indemnitee serves
as a director, officer, employee, agent, fiduciary or similar functionary of the Company or, at the request of the Company, as
a director, officer, partner, member, manager, venturer, proprietor, trustee, employee, agent, fiduciary or similar functionary
of another foreign or domestic corporation, partnership, limited liability company, joint venture, sole proprietorship, trust,
employee benefit plan or other Enterprise, and thereafter shall survive until and terminate upon the expiration of ten (10) years
after the latest date that Indemnitee shall have ceased to serve in any such capacity.


 


Section
7.6     Amendment. This Agreement may not be modified or amended except by a written instrument executed by or on behalf
of each of the parties hereto and, in the case of the Company, by action by or on behalf of its Board.


 






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Section
7.7    Waivers. The observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed
by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of
any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver
on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege
hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege hereunder.


 


Section
7.8    Entire Agreement. This Agreement and the documents expressly referred to herein (including the
Charter and Bylaws of the Company) constitute the entire agreement between the parties hereto with respect to the matters covered
hereby, and any other prior oral or written understandings or agreements with respect to the matters covered hereby, including
without limitation any prior indemnification agreements, are expressly superseded by this Agreement.


 


Section
7.9    Severability. If any provision of this Agreement (including any provision within a single section, paragraph or sentence)
or the application of such provision to any Person or circumstance, shall be judicially declared to be invalid, unenforceable
or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement or affect the application
of such provision to other Persons or circumstances, it being the intent and agreement of the parties that this Agreement shall
be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving
its intent, or if such modification is not possible, by substituting therefor another provision that is valid, legal and unenforceable
and that achieves the same objective. Any such finding of invalidity or unenforceability shall not prevent the enforcement of
such provision in any other jurisdiction to the maximum extent permitted by applicable law.


 


Section
7.10   Notices. All notices and other communications hereunder shall be in writing and shall be deemed given
upon (a) transmitter’s confirmation of a receipt of a facsimile transmission if during normal business hours of the recipient,
otherwise on the next business day, (b) confirmed delivery of a standard overnight courier, or when delivered by hand or (c) the
expiration of five business days after the date mailed by certified or registered mail (return receipt requested), postage prepaid,
to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice):


 


If
to the Company, to it at:


 


Ener-Core,
Inc.


9400
Toledo Way


Irvine,
California 92618


Attn:
Chief Financial Officer


Telephone:
(949) 616-3300


 


If
to Indemnitee, to Indemnitee at:


 


[INDEMNITEE
NAME AND ADDRESS]


 


or
to such other address, or to such other individuals as any party shall have last designated by notice to the other parties. All
notices and other communications given to any party in accordance with the provisions of this Agreement shall be deemed to have
been given when delivered or sent to the intended recipient thereof in accordance with and as provided in the provisions of this
Section 7.10.


 






    	 	14	 



    


    

 


Section
7.11     Governing Law. This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration
commenced by Indemnitee under Section 5.1, the Company and Indemnitee hereby irrevocably and unconditionally (a) agree
that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court
of Chancery and not in any other state or federal court in the United States of America or any court in any other country; (b)
consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising
out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court of Chancery; (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court of Chancery has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to
a jury trial; and (e) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware,
irrevocably _______________ as its agent in the State of Delaware as such party’s agent for acceptance of legal process
in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such
party personally within the State of Delaware,.


 


Section
7.12    Certain Construction Rules.


 


(a)  
       The article and section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement. As used in this Agreement, unless otherwise
provided to the contrary, (1) all references to days shall be deemed references to calendar days, and (2) any reference to a “Section”
or “Article” shall be deemed to refer to a section or article of this Agreement. The words “hereof,” “herein”
and “hereunder” and words of similar import referring to this Agreement refer to this Agreement as a whole and not
to any particular provision of this Agreement. Whenever the words “include,” “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise
specifically provided for herein, the term “or” shall not be deemed to be exclusive. Whenever the context may require,
any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form
of nouns, pronouns and verbs shall include the plural and vice versa.


 


(b)  
       For purposes of this Agreement, references to “other enterprises” shall
include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect
to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a
director, officer, employee, agent, fiduciary or similar functionary of the Company which imposes duties on, or involves services
by, such director, nominee, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries;
and a person who acted in good faith and in a manner the person reasonably believed to be in the interests of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interest
of the Company” for purposes of this Agreement and the DGCL.


 


Section
7.13     Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in two or
more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and
the same instrument, notwithstanding that both parties are not signatories to the original or same counterpart.


 


Section
7.14     Certain Exclusions from Indemnification. The Company shall not be obligated pursuant to the terms of this
Agreement:


 


(a)  
       To indemnify Indemnitee if (and to the extent that) a final decision by a court or arbitration
body having jurisdiction in the matter shall determine that such indemnification is not lawful;


 






    	 	15	 



    


    




 


(b)  
       To indemnify Indemnitee for the payment to the Company of profits pursuant to Section
16(b) of the Exchange Act, or Expenses incurred by Indemnitee for Proceedings in connection with such payment under Section 16(b)
of the Exchange Act;


 


(c)  
       To indemnify Indemnitee for any reimbursement of the Company by Indemnitee of any bonus
or other incentive-based or equity-based compensation, or of any profits realized by Indemnitee from the sale of securities of
the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting
restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),
or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section
306 of the Sarbanes-Oxley Act);


 


(d)  
       To indemnify Indemnitee, except as otherwise provided in Section 3.4 and
3.5 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by
Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation, (ii) such payment arises in connection with any counterclaim that the Company or its directors, officers, employees
or other indemnitees assert against Indemnitee or any affirmative defense that the Company or its directors, officers, employees
or other indemnitees raise, which, by any doctrine of issue or claim preclusion, could result in liability to Indemnitee, or (iii)
the Company provides the indemnification or hold harmless payment, in its sole discretion, pursuant to the powers vested in the
Company under applicable law; or


 


(e)  
       To make any payment to Indemnitee of amounts otherwise indemnifiable hereunder,
if and to the extent that Indemnitee has otherwise actually received such payment under the Charter and/or Bylaws of the Company,
or any insurance policy, contract, agreement or otherwise.


 


Section
7.15     Indemnification for Negligence, Gross Negligence, etc. Without limiting the generality of any other provision hereunder,
it is the express intent of this Agreement that Indemnitee be indemnified and Expenses be advanced regardless of Indemnitee’s
acts of negligence, gross negligence, intentional or willful misconduct to the extent that indemnification and advancement of
Expenses is allowed pursuant to the terms of this Agreement and under applicable law.


 


Section
7.16     Mutual Acknowledgments. Both the Company and Indemnitee acknowledge that in certain instances, applicable
law (including applicable federal law that may preempt or override applicable state law) or public policy may prohibit the Company
from indemnifying the directors, officers, employees, agents, fiduciaries or similar functionaries of the Company under this Agreement
or otherwise. For example, the Company and Indemnitee acknowledge that the U.S. Securities and Exchange Commission has taken the
position that indemnification of directors, officers and controlling Persons of the Company for liabilities arising under federal
securities laws is against public policy and, therefore, unenforceable. Indemnitee understands and acknowledges that the Company
has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question
of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to
indemnify Indemnitee. In addition, the Company and Indemnitee acknowledge that federal law prohibits indemnification for certain
violations of the Employee Retirement Income Security Act of 1974, as amended.


 






    	 	16	 



    


    

 


Section
7.17   Enforcement. Subject to Section 7.11, the Company agrees that its execution of this Agreement
shall constitute a stipulation by which it shall be irrevocably bound in any court or arbitration in which a proceeding by Indemnitee
for enforcement of Indemnitee’s rights hereunder shall have been commenced, continued or appealed, that its obligations
set forth in this Agreement are unique and special, and that failure of the Company to comply with the provisions of this Agreement
will cause irreparable and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition
to any other right or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall
be entitled to injunctive or mandatory relief directing specific performance by the Company of its obligations under this Agreement.
The Company agrees not to seek, and agrees to waive any requirement for the securing or posting of, a bond in connection with
Indemnitee’s seeking or obtaining such relief.


 


Section
7.18   Successors and Assigns.


 


(a)  
       All of the terms and provisions of this Agreement shall be binding upon, shall inure
to the benefit of and shall be enforceable by the parties hereto and their respective successors, permitted assigns, heirs, executors,
administrators, legal representatives.


 


(b)  
       The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company,
by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 


Section
7.19   
Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on
behalf of the Company or any affiliate of the Company against Indemnitee or Indemnitee’s spouse, heirs, executors, or
personal or legal representatives after the expiration of one year from the date of accrual of that cause of action, and any
claim or cause of action of the Company or its affiliate shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within that one-year period; provided, however, that for any claim based on
Indemnitee’s breach of fiduciary duties to the Company or its stockholders, the period set forth in the preceding
sentence shall be three years instead of one year; and provided, further, that, if any shorter period of limitations is
otherwise applicable to any such cause of action, the shorter period shall govern.


 


[SIGNATURE
PAGE FOLLOWS]








 






    	 	17	 



    


    

 


IN
WITNESS WHEREOF, this Indemnification Agreement has been duly executed and delivered to be effective as of the date first above
written.


  


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


 





SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT