Exhibit 10.2 


 


TERMINATION
AGREEMENT


 


THIS
TERMINATION AGREEMENT (this “Agreement”), dated as of June 5, 2018 (the “Effective Date”),
is entered into by and among Anthony Tang (the “Subordinated Creditor”), Ener-Core, Inc., a Delaware corporation
(“Borrower”), Ener-Core Power, Inc., a Delaware corporation (the “Guarantor”), and Empery
Tax Efficient, LP in its capacity as collateral agent for the Senior Lenders (as defined below) (together with its successors
and assigns, the “Agent”), with respect to that certain Subordination and Intercreditor Agreement dated as
of November 2, 2015 (as further amended, restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”) by and among the Subordinated Creditor, Borrower, the Guarantor and Agent. All capitalized terms not otherwise
defined herein and defined in the Intercreditor Agreement shall have the meanings ascribed to such terms in the Intercreditor
Agreement.


 


RECITALS


 


WHEREAS,
the parties entered into the Intercreditor Agreement to set forth the relative rights and priorities of Agent, Senior Lenders
and Subordinated Creditor under the Senior Debt Documents and the Subordinated Debt Documents;


 


WHEREAS,
Subordinated Creditor, Borrower and the Guarantor have terminated the Subordinated Debt Documents in connection with the cancellation
of the Subordinated Debt; and


 


WHEREAS,
the parties acknowledge and agree that the Intercreditor Agreement is no longer necessary to set forth the relative rights and
priorities of the parties and, as such, desire to terminate the Intercreditor Agreement.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the agreements herein contained, and for other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1. Acknowledgement
by Subordinated Creditor. Subordinated Creditor acknowledges and agrees that the Subordinated Debt has been cancelled and
the Subordinated Debt Documents have been terminated and that any obligations arising from or related to the Subordinated Debt
have been satisfied in full.


 


2. Termination
of Intercreditor Agreement. Pursuant to Section 7 of the Intercreditor Agreement, the parties hereby agree to terminate the
Intercreditor Agreement in full as of the Effective Date, and acknowledge there are no current or anticipated obligations arising
from or with respect thereto between the parties.


 


3. Miscellaneous.


 


(a)
Amendments. No amendment, modification, termination, or waiver of any provision of this Amendment will be effective without
the written agreement of the parties hereto.


 


(b) Section
Titles. Section and subsection titles in this Amendment are included for convenience of reference only and shall have no substantive
effect.


   


(c) Applicable
Law. This Amendment shall be construed in all respects in accordance with and governed by the internal laws of the State of
New York, without giving effect to any conflicts of laws provisions.


 


(d)
Counterparts. This Amendment and any amendments, waivers, consents or supplements may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which, when so executed and delivered, will be deemed an original
and all of which shall together constitute one and the same instrument.


 


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IN
WITNESS WHEREOF, this Agreement is executed by each of the undersigned as of the date first above written.


  


	 	SUBORDINATED
    CREDITOR:
	 	 
	 	 
	 	Anthony Tang


 


Termination
Agreement


  



     


     


    

 


IN
WITNESS WHEREOF, this Agreement is executed by each of the undersigned as of the date first above written.


  


	 	CREDIT PARTIES:
	 	 
	 	ENER-CORE, INC.
	 	 
	 	By	 
	 	Name: 	Domonic J. Carney
	 	Title:  	Chief Financial Officer
	 	 
	 	ENER-CORE POWER, INC.
	 	 
	 	By	 
	 	Name:	Domonic J. Carney
	 	Title:  	Chief Financial Officer




 


Termination
Agreement


  



     


     


    

 


IN
WITNESS WHEREOF, this Agreement is executed by each of the undersigned as of the date first above written.


  


	 	AGENT:
	 	 
	 	EMPERY TAX EFFICIENT, LP
	 	By: Empery Asset Management, LP, its authorized agent
	 	 
	 	By	 
	 	Name: 	Brett Director
	 	Title:	 General Counsel




  


Termination
Agreement