Exhibit 10.6


 


FIRST AMENDMENT TO


SECURITIES
PURCHASE AGREEMENT


 


THIS
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November
23, 2016, by and among Ener-Core, Inc., a Delaware corporation (the “Company”) and the undersigned, and amends
that certain Securities Purchase Agreement, dated as of September 1, 2016 (as amended to date, the “Agreement”),
by and among the Company, the “Buyers” identified therein, and the Subordinated Agent identified therein. Capitalized
terms used herein but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.


 


RECITALS


 


WHEREAS,
pursuant to Section 8(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 the Warrant Shares issued or
issuable under the Notes (calculated using the Assumed Conversion Price) and Warrants (without regard to any limitation on conversion
or exercise set forth therein) (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction occurring after the date thereof) (the “Required Holders”);


 


WHEREAS,
any amendment effected in accordance with Section 8(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.


 


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
1.1Warrant Adjustment. In consideration of the negotiation, execution and delivery of this Amendment, the Company shall,
upon consummation of the transactions contemplated hereby, adjust the exercise price per share of each outstanding Warrant and
Additional Warrant held by each Buyer under the Agreement from $4.00 to $3.00 (as may be adjusted for any stock dividend, stock
split, stock combination, reclassification or similar transaction) and shall issue any further Additional Warrants with an exercise
price of $3.00 per share (as may be adjusted for any stock dividend, stock split, stock combination, reclassification or similar
transaction).


 


Section
1.2 Extension of Listing Deadline. Section 4(f) of the Agreement is hereby amended and restated as follows:


 


“The
Company shall commence trading of its Common Stock on either The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Capital
Market, The NASDAQ Global Select Market or The NASDAQ Global Market no later than December 31, 2017.”


 






     


     


    

 


ARTICLE
II

MISCELLANEOUS


 


Section
2.1 Effect 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
and “Buyers” holding a sufficient number of Conversion Shares and Warrant Shares issued or issuable under the Notes
(calculated using the Assumed Conversion Price) and Warrants (without regard to any limitation on conversion or exercise set forth
therein) (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring
after the date thereof) 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
2.2 Entire 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
2.3 Governing Law. This Amendment shall be governed by the internal law of the State of New York.


 


Section
2.4 Counterparts. 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]


 




     


     


    

 


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:
	 	 	Title:


 


 


Signature
Page to First Amendment to Securities Purchase Agreement—September 2016 


 




     


     


    

 


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—September 2016