Exhibit 4.3


 


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.


 

WARRANT 


 


	Warrant No.	Original Issue Date: November 26, 2014




 


Ener-Core,
Inc., a Nevada 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                       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 26, 2014 (the "Commencement Date"), and through and including November
26, 2018 (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 $0.50, subject to
adjustment in accordance with Section 9.


 


"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.


 






    	 	2	 



     

    







 


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


 


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 Warrants. This Warrant shall be exercisable by the registered Holder at any time and from time to time from
and after 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 the aggregate Warrant
Shares represented by this Warrant is 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 payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder intends to purchase hereunder, 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.


 






    	 	3	 



     

    

  


(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.


 


(c)             At
any time following the one year anniversary of the Original Issue Date, if by the fifth 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), and if after such fifth Trading Day and prior to the receipt of such Warrant Shares,
the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a "Buy-In"), then
the Company shall (1) pay in cash to the Holder the amount by which (x) the Holder's total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the number
of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue by (B) the closing
bid price of the Common Stock on the Date of Exercise and (2) at the option of the Holder, either reinstate the portion of the
Warrant and equivalent number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of
shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations
hereunder. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In.


 


(d)             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.


 






    	 	4	 



     

    

 





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.


 






    	 	5	 



     

    

 


(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.


 






    	 	6	 



     

    

 


(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 practical 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.


 


10.        Payment
of Exercise Price. The Holder shall pay the Exercise Price by delivery of immediately available funds.


 


11.        Limitations
on Exercise. Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired
by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure
that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such
Holder and its Affiliates and any other Persons whose beneficial ownership of Common Stock would be aggregated with the Holder's
for purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% of the total number of issued and outstanding shares
of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial
ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order
to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction
as contemplated in Section 9 of this Warrant. This restriction may not be waived. Notwithstanding anything to the contrary contained
in this Warrant, (a) no term of this Section may be waived by any party, nor amended such that the threshold percentage of ownership
would be directly or indirectly increased, (b) this restriction runs with the Warrant and may not be modified or waived by any
subsequent holder hereof and (c) any attempted waiver, modification or amendment of this Section will be void ab initio.


 


12.        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.


 


13.        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 9400 Toledo Way, 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.


 






    	 	7	 



     

    

 


14.        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.


 


15.        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. The
foregoing sentence shall be subject to the restrictions on waivers and amendments set forth in Section 11 of this Warrant.


 


(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.


 






    	 	8	 



     

    

 


(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]


 






    	 	9	 



     

    

 





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


 





	 	ENER-CORE, INC.
	 	 	 
	 	By:	 
	 	 	Name : Domonic Carney
	 	 	Title: Chief Financial Officer



  






    	 	10	 



     

    

 


EXERCISE
NOTICE


 ENER-CORE, INC.


WARRANT
DATED NOVEMBER 26, 2014


 


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)	The holder shall pay the sum of $______________ to
the Company in accordance with the terms 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.



 


	(4)	By
                                                                                                                           its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the
                                                                                                                           exercise evidenced hereby the Holder will not beneficially                                          own in excess of the
                                                                                                                           number of shares of Common Stock (determined in accordance with                                          Section 13(d) of the
                                                                                                                           Securities Exchange Act of 1934) permitted to be owned under Section                                          11 of this
                                                                                                                           Warrant to which this notice relates.



 


	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) 




 



    	 	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	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 















    	 	12	 



     

    

 


ENER-CORE,
INC.


WARRANT
DATED NOVEMBER 26, 2014

WARRANT NO. 2014-11-26-LHA


 


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:	 
	 	 
	 	 


  


 


13