Exhibit 10.1


 


THIRD AMENDMENT TO




SECURITIES PURCHASE AGREEMENT


 


THIS THIRD AMENDMENT TO
SECURITIES PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of November 24, 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 amended to date, 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 December 31, 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 December
31, 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]


 






    


     


    







 


IN WITNESS WHEREOF,
the parties hereto have executed this Third 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 Third
Amendment to Securities Purchase Agreement]


 






    


     


    

 


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




 


	 	BUYER:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


 


[Signature Page to Third Amendment to
Securities Purchase Agreement]