Exhibit 10.1


 


SECOND
AMENDMENT TO


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of
October 22, 2015 by and among Ener-Core, Inc., a Delaware corporation (the “Company”) and the undersigned,
and amends that certain Securities Purchase Agreement, dated as of April 22, 2015, as previously amended May 7, 2015 (collectively,
the “Agreement”), by and among the Company, the "Buyers" identified therein, and the Collateral
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 9(e) of the Agreement, any term of the Agreement may be amended only with the written consent of (i) the Company
and (ii) the holders of at least a majority of the aggregate number of the Conversion Shares and Warrant Shares issued or issuable
under the Notes and Warrants (calculated using the Assumed Conversion Price) and shall include Empery Asset Master, Ltd. ("Empery"),
so long as Empery or any of its affiliates holds any Securities (the “Required Holders”);


 


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


 


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


 


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

AMENDMENT TO THE AGREEMENT


 


Section
1.1 Extension of QPO Date. Section 4(t) of the Agreement is hereby amended and restated as follows:


 


“(t)Public
Offering. The Company shall complete a Qualified Public Offering (as defined in the Notes) no later than November 30, 2015.”


 


Section
1.2 Extension of Listing Deadline. The first sentence of 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 (collectively, the "Qualified Eligible Markets")
no later than November 30, 2015 (the "Listing Deadline").”


  



    


     


    

 


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 their respective
Notes and Warrants that, together with undersigned, constitute the Required Holders. From and after such effectiveness, any reference
to the Agreement shall be deemed to be a reference to the Agreement, as amended hereby. Except as specifically amended as set
forth herein, each term and condition of the Agreement shall continue in full force and effect.


 


Section
2.2 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]


 






    2


     


    

 


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


 


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


 


[Signature Page to Second Amendment to Securities Purchase
Agreement]




 






    3


     


    

 


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


 


	 	BUYER:

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to Second Amendment to Securities Purchase
Agreement]


 


 


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