Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT
(this "Agreement"), dated as of September 18, 2014, by and among Ener-Core, Inc., a Nevada corporation, with headquarters
located at 9400 Toledo Way, Irvine, California 92618 (the "Company"), and the investors listed on the Schedule
of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").


 


WHEREAS:


 


A.In connection with
the Securities Purchase Agreement by and among the parties hereto of even date herewith (the "Securities Purchase Agreement"),
the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to
each Buyer shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") (the shares
of Common Stock issuable pursuant to the terms of the Securities Purchase Agreement, collectively, the "Common Shares").


 


B.In accordance with
the terms of the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "1933
Act"), and applicable state securities laws.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:


 


1.Definitions.


 


Capitalized terms used herein
and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:


 


(a)"Additional
Effective Date" means the date the Additional Registration Statement is declared effective by the SEC.


 


(b)"Additional
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Additional Registration Statement
is not subject to a full review by the SEC, thirty (30) calendar days after the earlier of the Additional Filing Date and the Additional
Filing Deadline or (ii) in the event that the Additional Registration Statement is subject to a full review by the SEC, sixty (60)
calendar days after the earlier of the Additional Filing Date and the Additional Filing Deadline and (y) the fifth (5th)
Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Additional
Registration Statement will not be reviewed or will not be subject to further review; provided, however, that if the Additional
Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Additional Effectiveness
Deadline shall be extended to the next Business Day on which the SEC is open for business.


 






    	 



    	 



    

 


(c)"Additional
Filing Date" means the date on which the Additional Registration Statement is filed with the SEC.


 


(d)"Additional
Filing Deadline" means if Cutback Shares are required to be included in any Additional Registration Statement, the later
of (i) the date sixty (60) days after the date substantially all of the Registrable Securities registered under the immediately
preceding Registration Statement are sold and (ii) the date six (6) months from the Initial Effective Date or the most recent Additional
Effective Date, as applicable.


 


(e)"Additional
Registrable Securities" means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any
capital stock of the Company issued or issuable with respect to the Common Shares, or the Cutback Shares, as applicable, as a result
of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise.


 


(f)"Additional
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of any Additional Registrable Securities.


 


(g)"Additional
Required Registration Amount" means (I) any Cutback Shares not previously included on a Registration Statement, all subject
to adjustment as provided in Section 2(f) or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule
415.


 


(h)"Business
Day" means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are
authorized or required by law to remain closed.


 


(i)"Closing
Date" shall have the meaning set forth in the Securities Purchase Agreement.


 


(j)"Cutback
Shares" means any of the Initial Required Registration Amount or the Additional Required Registration Amount (without
regard to clause (II) in the definition thereof) of Registrable Securities not included in all Registration Statements previously
declared effective hereunder as a result of a limitation on the maximum number of shares of Common Stock of the Company permitted
to be registered by the staff of the SEC pursuant to Rule 415. For the purpose of determining the Cutback Shares, the number of
Common Shares shall be excluded on a pro rata basis among the Investors.


 


(k)"Effective
Date" means the Initial Effective Date and the Additional Effective Date, as applicable.


 


(l)"Effectiveness
Deadline" means the Initial Effectiveness Deadline and the Additional Effectiveness Deadline, as applicable.


 






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(m)"Eligible
Market" means the Principal Market, The New York Stock Exchange, Inc., the NYSE MKT LLC, The NASDAQ Capital Market, The
NASDAQ Global Select Market or The Nasdaq Global Market.


 


(n)"Filing
Deadline" means the Initial Filing Deadline and the Additional Filing Deadline, as applicable.


 


(o)"Initial
Effective Date" means the date that the Initial Registration Statement has been declared effective by the SEC.


 


(p)"Initial
Effectiveness Deadline" means the date which is the earlier of (x) (i) in the event that the Initial Registration Statement
is not subject to a full review by the SEC, ninety (90) calendar days after the Closing Date or (ii) in the event that the Initial
Registration Statement is subject to a full review by the SEC, one hundred twenty (120) calendar days after the Closing Date and
(y) the fifth (5th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier)
by the SEC that such Initial Registration Statement will not be reviewed or will not be subject to further review; provided, however,
that if the Initial Effectiveness Deadline falls on a Saturday, Sunday or other day that the SEC is closed for business, the Initial
Effectiveness Deadline shall be extended to the next Business Day on which the SEC is open for business.


 


(q)"Initial
Filing Date" means the date on which the Initial Registration Statement is filed with the SEC.


 


(r)"Initial
Filing Deadline" means the date which is thirty (30) calendar days after the Closing Date.


 


(s)"Initial
Registrable Securities" means (i) the Common Shares issued pursuant to the terms of the Securities Purchase Agreement,
and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise.


 


(t)"Initial
Registration Statement" means a registration statement or registration statements of the Company filed under the 1933
Act covering the resale of the Initial Registrable Securities.


 


(u)"Initial
Required Registration Amount" means (I) the number of Common Shares or (II) such other amount as may be permitted by the
staff of the SEC pursuant to Rule 415.


 


(v)"Investor"
means a Buyer or any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement and who agrees to become
bound by the provisions of this Agreement in accordance with Section 9 and any transferee or assignee thereof to whom a transferee
or assignee assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance
with Section 9.


 


(w)"Lead Investor"
means Empery Asset Master, Ltd.


 






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(x)"Person"
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization
and a government or any department or agency thereof.


 


(y)"Principal
Market" means The OTC QB.


 


(z)"register,"
"registered," and "registration" refer to a registration effected by preparing and filing one
or more Registration Statements (as defined below) in compliance with the 1933 Act and pursuant to Rule 415, and the declaration
or ordering of effectiveness of such Registration Statement(s) by the SEC.


 


(aa)"Registrable
Securities" means the Initial Registrable Securities and the Additional Registrable Securities.


 


(bb)"Registration
Statement" means the Initial Registration Statement and the Additional Registration Statement, as applicable.


 


(cc)"Required
Holders" means holders of at least a majority of the Registrable Securities and shall include the Lead Investor so long
as the Lead Investor and/or any of its affiliates hold, in the aggregate, at least 1,000,000 shares of Common Stock (as adjusted
for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date thereof).


 


(dd)"Required
Registration Amount" means either the Initial Required Registration Amount or the Additional
Required Registration Amount, as applicable.


 


(ee)"Rule 415"
means Rule 415 promulgated under the 1933 Act or any successor rule providing for offering securities on a continuous or delayed
basis.


 


(ff)"SEC"
means the United States Securities and Exchange Commission.


 


(gg)"Trading
Day" means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the
principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common
Stock is then traded; provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to
trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the
final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time
of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 






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2.Registration.


 


(a)Initial
Mandatory Registration. Promptly following the Closing Date, the Company shall prepare, and, as soon as practicable but in
no event later than the Initial Filing Deadline, file with the SEC the Initial Registration Statement on Form S-3 covering the
resale of all of the Initial Registrable Securities. In the event that Form S-3 is unavailable for such a registration, the Company
shall use Form S-1 or such other form as is available for such a registration on another appropriate form reasonably acceptable
to the Required Holders, subject to the provisions of Section 2(e). The Initial Registration Statement prepared pursuant hereto
shall register for resale at least the number of shares of Common Stock equal to the Initial Required Registration Amount determined
as of the date the Initial Registration Statement is initially filed with the SEC, subject to adjustment as provided in Section
2(f). The Initial Registration Statement shall contain (except if otherwise directed by the Required Holders) the "Plan
of Distribution" and "Selling Shareholders" sections in substantially the form attached hereto as Exhibit
B. The Company shall use its best efforts to have the Initial Registration Statement declared effective by the SEC as soon
as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following
the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Initial Registration Statement.


 


(b)Additional Mandatory
Registrations. The Company shall prepare, and, as soon as practicable but in no event later than the Additional Filing Deadline,
file with the SEC an Additional Registration Statement on Form S-3 covering the resale of all of the Additional Registrable Securities
not previously registered on an Additional Registration Statement hereunder. To the extent the staff of the SEC does not permit
the Additional Required Registration Amount to be registered on an Additional Registration Statement, the Company shall file Additional
Registration Statements successively trying to register on each such Additional Registration Statement the maximum number of remaining
Additional Registrable Securities until the Additional Required Registration Amount has been registered with the SEC. In the event
that Form S-3 is unavailable for such a registration, the Company shall use Form S-1 or such other form as is available for such
a registration on another appropriate form reasonably acceptable to the Required Holders, subject to the provisions of Section
2(e). Each Additional Registration Statement prepared pursuant hereto shall register for resale at least that number of shares
of Common Stock equal to the Additional Required Registration Amount determined as of the date such Additional Registration Statement
is initially filed with the SEC, subject to adjustment as provided in Section 2(f). Each Additional Registration
Statement shall contain (except if otherwise directed by the Required Holders) the "Plan of Distribution" and
"Selling Shareholders" sections in substantially the form attached hereto as Exhibit B. The Company shall
use its best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in
no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional
Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used
in connection with sales pursuant to such Additional Registration Statement.


 






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(c)Allocation of
Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
or decrease in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the
number of Registrable Securities held by each Investor at the time the Registration Statement covering such initial number of Registrable
Securities or increase or decrease thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers
any of such Investor's Registrable Securities, each transferee shall be allocated a pro rata portion of the then remaining number
of Registrable Securities included in such Registration Statement for such transferor. Any shares of Common Stock included in a
Registration Statement and which remain allocated to any Person which ceases to hold any Registrable Securities covered by such
Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of Registrable Securities then
held by such Investors which are covered by such Registration Statement. In no event shall the Company include any securities other
than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders.


 


(d)Legal Counsel.
Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration
pursuant to this Section 2 ("Legal Counsel"), which shall be Schulte Roth & Zabel LLP or such other counsel
as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing
the Company's obligations under this Agreement.


 


(e)Ineligibility
for Form S-3. In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the Registrable Securities on Form S-3 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the Registration Statement then in effect until such time as a Registration
Statement on Form S-3 covering the Registrable Securities has been declared effective by the SEC.


 


(f)Sufficient Number
of Shares Registered. In the event the number of shares available under a Registration Statement filed pursuant to Section
2(a) or Section 2(b) is insufficient to cover the Required Registration Amount of Registrable Securities required to be covered
by such Registration Statement or an Investor's allocated portion of the Registrable Securities pursuant to Section 2(c), the Company
shall amend the applicable Registration Statement, or file a new Registration Statement (on the short form available therefor,
if applicable), or both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the
date of the filing of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not
later than fifteen (15) days after the necessity therefor arises. The Company shall use its best efforts to cause such amendment
and/or new Registration Statement to become effective as soon as practicable following the filing thereof. For purposes of the
foregoing provision, the number of shares available under a Registration Statement shall be deemed "insufficient to cover
all of the Registrable Securities" if at any time the number of shares of Common Stock available for resale under the Registration
Statement is less than the Required Registration Amount.


 






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(g)Effect
of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. If (i) the Initial Registration Statement
when declared effective fails to register the Initial Required Registration Amount of Initial Registrable Securities (a "Registration
Failure"), (ii) a Registration Statement covering all of the Registrable Securities required
to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before
the applicable Filing Deadline (a "Filing Failure") or (B) not declared effective
by the SEC on or before the applicable Effectiveness Deadline, (an "Effectiveness Failure")
or (iii) on any day after the applicable Effective Date, sales of all of the Registrable Securities
required to be included on such Registration Statement cannot be made (other than during an Allowable Grace Period (as defined
in Section 3(r))) pursuant to such Registration Statement or otherwise (including, without limitation, because of the suspension
of trading or any other limitation imposed by an Eligible Market, a failure to keep such Registration Statement effective, a failure
to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a failure to register
a sufficient number of shares of Common Stock or a failure to maintain the listing of the Common Stock) (a "Maintenance
Failure") then, as partial relief for the damages to any holder by reason of any such delay
in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other
remedies available at law or in equity, including, without limitation, specific performance or the additional obligation of the
Company to register any Cutback Shares), the Company shall pay to each holder of Registrable Securities relating to such Registration
Statement an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price (as such term is defined in the Securities
Purchase Agreement) of such Investor's Registrable Securities, whether or not included in such Registration Statement, on each
of the following dates: (i) the day of a Registration Failure, (ii) the day of a Filing Failure; (iii) the day of an Effectiveness
Failure; (iv) the initial day of a Maintenance Failure; (v) on the thirtieth day after the date of a Registration Failure and every
thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Registration Failure is cured; (vi)
on the thirtieth day after the date of a Filing Failure and every thirtieth day thereafter (pro rated for periods totaling less
than thirty days) until such Filing Failure is cured; (vii) on the thirtieth day after the date of an Effectiveness Failure and
every thirtieth day thereafter (pro rated for periods totaling less than thirty days) until such Effectiveness Failure is cured;
and (viii) on the thirtieth day after the initial date of a Maintenance Failure and every thirtieth day thereafter (pro rated for
periods totaling less than thirty days) until such Maintenance Failure is cured. The payments to which a holder shall be entitled
pursuant to this Section 2(g) are referred to herein as "Registration Delay Payments."
Registration Delay Payments shall be paid on the earlier of (I) the dates set forth above and (II) the third Business Day after
the event or failure giving rise to the Registration Delay Payments is cured. In the event the Company fails to make Registration
Delay Payments in a timely manner, such Registration Delay Payments shall bear interest at the rate of one and one-half percent
(1.5%) per month (prorated for partial months) until paid in full. Notwithstanding anything to the contrary contained herein, Registration
Delay Payments shall (i) not, in the aggregate, exceed ten percent (10.0%) of the aggregate Purchase Price and (ii) cease to accrue
when all of the Registrable Securities may be sold pursuant to Rule 144 without any restrictions or limitations.


 






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3.Related
Obligations.


 


At such time as the Company
is obligated to file a Registration Statement with the SEC pursuant to Section 2(a), 2(b), 2(e) or 2(f), the Company will use its
best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof
and, pursuant thereto, the Company shall have the following obligations:


 


(a)The Company shall
promptly prepare and file with the SEC a Registration Statement with respect to the Registrable Securities and use its best efforts
to cause such Registration Statement relating to the Registrable Securities to become effective as soon as practicable after such
filing (but in no event later than the Effectiveness Deadline). The Company shall keep each Registration Statement effective pursuant
to Rule 415 at all times until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities
covered by such Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be
in compliance with Rule 144(c)(1) (or any successor thereto) promulgated under the 1933 Act or (ii) the date on which the Investors
shall have sold all of the Registrable Securities covered by such Registration Statement (the "Registration Period").
The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein,
or necessary to make the statements therein (in the case of prospectuses, in the light of the circumstances in which they were
made) not misleading. The term "best efforts" shall mean, among other things, that the Company shall submit to the SEC,
within two (2) Business Days after the later of the date that (i) the Company learns that no review of a particular Registration
Statement will be made by the staff of the SEC or that the staff has no further comments on a particular Registration Statement,
as the case may be, and (ii) the approval of Legal Counsel pursuant to Section 3(c) (which approval is immediately sought), a request
for acceleration of effectiveness of such Registration Statement to a time and date not later than two (2) Business Days after
the submission of such request. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement
as soon as practicable, but in no event later than fifteen (15) days after the receipt of comments by or notice from the SEC that
an amendment is required in order for a Registration Statement to be declared effective.


 


(b)The Company shall
prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement
and the prospectus used in connection with such Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the 1933 Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities
of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed
of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement.
In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement
(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K or any analogous
report under the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Company shall have incorporated
such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement
such Registration Statement.


 






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(c)The Company shall
(A) permit Legal Counsel to review and comment upon (i) a Registration Statement at least five (5) Business Days prior to its filing
with the SEC and (ii) all amendments and supplements to all Registration Statements (except for Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports) within a reasonable number of days prior
to their filing with the SEC, and (B) not file any Registration Statement or amendment or supplement thereto in a form to which
Legal Counsel reasonably objects. The Company shall not submit a request for acceleration of the effectiveness of a Registration
Statement or any amendment or supplement thereto without the prior approval of Legal Counsel, which consent shall not be unreasonably
withheld. The Company shall furnish to Legal Counsel, without charge, (i) copies of any correspondence from the SEC or the staff
of the SEC to the Company or its representatives relating to any Registration Statement, (ii) promptly after the same is prepared
and filed with the SEC, one copy of any Registration Statement and any amendment(s) thereto, including financial statements and
schedules, all documents incorporated therein by reference, if requested by an Investor, and all exhibits and (iii) upon the effectiveness
of any Registration Statement, one copy of the prospectus included in such Registration Statement and all amendments and supplements
thereto. The Company shall reasonably cooperate with Legal Counsel in performing the Company's obligations pursuant to this Section
3.


 


(d)The Company shall
furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such Registration Statement and any amendment(s) thereto,
including financial statements and schedules, all documents incorporated therein by reference, if requested by an Investor, all
exhibits and each preliminary prospectus, (ii) upon the effectiveness of any Registration Statement, ten (10) copies of the prospectus
included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as such Investor
may reasonably request) and (iii) such other documents, including copies of any preliminary or final prospectus, as such Investor
may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.


 


(e)The Company shall
use its best efforts to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by
Investors of the Registrable Securities covered by a Registration Statement under such other securities or "blue sky"
laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions such amendments (including
post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness
thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications
in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify
the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection
therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required
to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent
to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and each Investor who holds Registrable
Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky" laws of any jurisdiction in the United
States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 






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(f)The Company shall
notify Legal Counsel and each Investor in writing of the happening of any event, as promptly as practicable after becoming aware
of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, nonpublic information), and, subject to Section 3(r), promptly prepare a supplement or amendment to such
Registration Statement to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment
to Legal Counsel and each Investor (or such other number of copies as Legal Counsel or such Investor may reasonably request). The
Company shall also promptly notify Legal Counsel and each Investor in writing (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to Legal Counsel and each Investor by facsimile or email on the same day
of such effectiveness and by overnight mail), (ii) of any request by the SEC for amendments or supplements to a Registration Statement
or related prospectus or related information, and (iii) of the Company's reasonable determination that a post-effective amendment
to a Registration Statement would be appropriate. By 9:30 a.m. New York City time on the date following the date any post-effective
amendment has become effective, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus
to be used in connection with sales pursuant to such Registration Statement.


 


(g)The Company shall
use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify Legal
Counsel and each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 


(h)If any Investor
is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor believes
that it could reasonably be deemed to be an underwriter of Registrable Securities, at the reasonable request of such Investor,
the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from
time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company's independent
certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing
the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten
public offering, addressed to the Investors.


 






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(i)If any Investor
is required under applicable securities laws to be described in the Registration Statement as an underwriter or an Investor believes
that it could reasonably be deemed to be an underwriter of Registrable Securities, the Company shall make available for inspection
by (i) such Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents retained by the Investors (collectively,
the "Inspectors"), all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the "Records"), as shall be reasonably deemed necessary by each Inspector, and
cause the Company's officers, directors and employees to supply all information which any Inspector may reasonably request; provided,
however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to an Investor)
or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination
the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission
in any Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant
to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information
in such Records has been made generally available to the public other than by disclosure in violation of this Agreement. Each
Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein
(or in any other confidentiality agreement between the Company and any Investor) shall be deemed to limit the Investors' ability
to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 


(j)The Company shall
hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv)
such information has been made generally available to the public other than by disclosure in violation of this Agreement or any
other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such
Investor and allow such Investor, at the Investor's expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.


 


(k)The Company shall
use its best efforts either to (i) cause all of the Registrable Securities covered by a Registration Statement to be listed on
each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the
listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) secure the inclusion for quotation
of all of the Registrable Securities on The Principal Market or (iii) if, despite the Company's best efforts, the Company is unsuccessful
in satisfying the preceding clauses (i) and (ii), to secure the inclusion for quotation on another Eligible Market for such Registrable
Securities and, without limiting the generality of the foregoing, to use its best efforts to arrange for at least two market makers
to register with the Financial Industry Regulatory Authority, Inc. ("FINRA") as such with respect to such Registrable
Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(k).


 






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(l)The Company shall
cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable, facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered
pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as
the Investors may reasonably request and registered in such names as the Investors may request.


 


(m)If requested by
an Investor, the Company shall as soon as practicable (i) incorporate in a prospectus supplement or post-effective amendment such
information as an Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase
price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make
all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated
in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement
if reasonably requested by an Investor holding any Registrable Securities.


 


(n)The Company shall
use its best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


(o)The Company shall
make generally available to its security holders as soon as practical, but not later than ninety (90) days after the close of the
period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158
under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company's fiscal quarter next
following the applicable Effective Date of a Registration Statement.


 


(p)The Company shall
otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration
hereunder.


 


(q)Within two (2) Business
Days after a Registration Statement which covers Registrable Securities is ordered effective by the SEC, the Company shall deliver,
and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to
the Investors whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement
has been declared effective by the SEC in the form attached hereto as Exhibit A.


 






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(r)Notwithstanding
anything to the contrary herein, at any time after the Effective Date, the Company may delay the disclosure of material, non-public
information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors
of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required
(a "Grace Period"); provided, that the Company shall promptly (i) notify the Investors in writing of the existence
of material, non-public information giving rise to a Grace Period (provided that in each notice the Company will not disclose the
content of such material, non-public information to the Investors) and the date on which the Grace Period will begin, and (ii)
notify the Investors in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed
ten (10) consecutive Trading Days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed
an aggregate of twenty (20) Trading Days and the first day of any Grace Period must be at least five (5) Trading Days after the
last day of any prior Grace Period (each, an "Allowable Grace Period"). For purposes of determining the length
of a Grace Period above, the Grace Period shall begin on and include the date the Investors receive the notice referred to in clause
(i) and shall end on and include the later of the date the Investors receive the notice referred to in clause (ii) and the date
referred to in such notice. The provisions of Section 3(g) hereof shall not be applicable during the period of any Allowable Grace
Period. Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 3(f) with respect
to the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock to a transferee of an
Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities
with respect to which an Investor has entered into a contract for sale, prior to the Investor's receipt of the notice of a Grace
Period and for which the Investor has not yet settled.


 


(s)Neither the Company
nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing with the
SEC, the Principal Market or any Eligible Market and any Buyer being deemed an underwriter by the SEC shall not relieve the Company
of any obligations it has under this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement);
provided, however, that the foregoing shall not prohibit the Company from including the disclosure found in the "Plan
of Distribution" section attached hereto as Exhibit B in the Registration Statement.


 


(t)Neither the Company
nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the
date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights
granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.


 


4.Obligations of the
Investors.


 


(a)At least five (5)
Business Days prior to the first anticipated Filing Date of a Registration Statement, the Company shall notify each Investor in
writing of the information the Company requires from each such Investor if such Investor elects to have any of such Investor's
Registrable Securities included in such Registration Statement. It shall be a condition precedent to the obligations of the Company
to complete any registration pursuant to this Agreement with respect to the Registrable Securities of a particular Investor that
such Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended
method of disposition of the Registrable Securities held by it as shall be reasonably required to effect and maintain the effectiveness
of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the
Company may reasonably request.


 






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(b)Each Investor, by
such Investor's acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of any Registration Statement hereunder, unless such Investor has notified the Company
in writing of such Investor's election to exclude all of such Investor's Registrable Securities from such Registration Statement.


 


(c)Each Investor agrees
that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g) or the first
sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration
Statement(s) covering such Registrable Securities until such Investor's receipt of copies of the supplemented or amended prospectus
as contemplated by Section 3(g) or the first sentence of 3(f) or receipt of notice that no supplement or amendment is required.
Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended shares of Common Stock
to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of
Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor's receipt of
a notice from the Company of the happening of any event of the kind described in Section 3(g) or the first sentence of 3(f) and
for which the Investor has not yet settled.


 


(d)Each Investor covenants
and agrees that it will comply with the prospectus delivery requirements of the 1933 Act as applicable to it or an exemption therefrom
in connection with sales of Registrable Securities pursuant to the Registration Statement.


 


5.Expenses of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company shall be paid by the Company. The Company shall also reimburse the
Investors for the fees and disbursements of Legal Counsel in connection with registration, filing or qualification pursuant to
Sections 2 and 3 of this Agreement which amount shall be limited to $5,000 for each such registration, filing or qualification.


 






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6.Indemnification.


 


In the event any Registrable
Securities are included in a Registration Statement under this Agreement:


 


(a)To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor, the directors, officers,
partners, members, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning
of the 1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses, claims, damages, liabilities,
judgments, fines, penalties, charges, costs, reasonable attorneys' fees, amounts paid in settlement or expenses, joint or several
(collectively, "Claims"), incurred in investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory
agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered ("Blue Sky Filing"), or the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the effective date of such Registration Statement, or contained
in the final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the
SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading, (iii) any violation or alleged violation by
the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law, or any rule
or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement or (iv)
any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, "Violations").
Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are due
and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending any
such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance
upon and in conformity with information furnished in writing to the Company by such Indemnified Person for such Indemnified Person
expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available by the Company pursuant to Section 3(d); and (ii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent
shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investors pursuant
to Section 9.


 


(b)In connection with
any Registration Statement in which an Investor is participating, each such Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning
of the 1933 Act or the 1934 Act (each, an "Indemnified Party"), against any Claim or Indemnified Damages to which
any of them may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified Damages arise
out of or are based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with
such Registration Statement; and, subject to Section 6(c), such Investor shall reimburse the Indemnified Party for any legal or
other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in
Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent
of such Investor, which consent shall not be unreasonably withheld or delayed; provided, further, however, that the Investor shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9.


 






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(c)Promptly after receipt
by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
of not more than one counsel for all such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the Indemnified Person or Indemnified Party, as applicable, the representation by
such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or
potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. In the case of an Indemnified Person, legal counsel referred to in the immediately preceding sentence shall
be selected by the Investors holding at least a majority in interest of the Registrable Securities included in the Registration
Statement to which the Claim relates. The Indemnified Party or Indemnified Person shall reasonably cooperate with the indemnifying
party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to
the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such
action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to
the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement
of any action, claim or proceeding effected without its prior written consent, provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person of a release from all liability in respect to such Claim or litigation and such settlement shall not include any admission
as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the indemnifying party shall
be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in
its ability to defend such action.


 






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(d)The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Indemnified Damages are incurred.


 


(e)The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


7.Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) in connection with such sale shall be entitled to contribution from any Person involved
in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Registrable Securities pursuant to such Registration Statement.


 


8.Reports Under the
1934 Act.


 


With a view to making available
to the Investors the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that
may at any time permit the Investors to sell securities of the Company to the public without registration ("Rule 144"),
the Company agrees to:


 


(a)make and keep public
information available, as those terms are understood and defined in Rule 144;


 


(b)file with the SEC
in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company
remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions
of Rule 144; and


 


(c)furnish to each
Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if
true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most
recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other
information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 






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9.Assignment of Registration
Rights.


 


The rights under this Agreement
shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor's Registrable Securities
if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished
to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer
or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities
with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or
assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable
state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence
the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such
transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.


 


10.Amendment of Registration
Rights.


 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing but that disproportionately, materially and adversely affects the rights and obligations of any
Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor
and the Company. No such amendment shall be effective to the extent that it applies to less than all of the holders of the Registrable
Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision
of this Agreement unless the same consideration (other than the reimbursement of legal fees) also is offered to all of the parties
to this Agreement.


 


11.Miscellaneous.


 


(a)A Person is deemed
to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable
Securities.


 






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(b)Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) when sent,
if sent by electronic mail; or (iv) one Business Day after deposit with a nationally recognized overnight delivery service, in
each case properly addressed to the party to receive the same. The addresses, facsimile numbers and email addresses for such communications
shall be:


 


If to the Company:


 


Ener-Core, Inc. 


9400 Toledo Way 


Irvine, California 92618 


Telephone: (949) 616-3322 


Facsimile: (949) 616-3399

Attention: Alain Castro 


Email: Alain.Castro@fpgen.com


 


With a copy (for informational
purposes only) to: 




LKP Global Law, LLP 


1901 Avenue of the Stars, Suite 480 


Los Angeles, CA 90067 


Telephone: (424) 239-1890

Facsimile: (424) 239-1882

Attention: Kevin Leung 


Email: Kleung@lkpgl.com


  


If to the Transfer Agent:


 


VStock Transfer, LLC 


77 Spruce Street, Suite 201 


Cedarhurst, New York 11516 


Telephone: (212) 828-8436 


Facsimile: (646) 536-3179 


Attention: Yoel Goldfeder 


E-mail: yoel@vstocktransfer.com


 


If to Legal Counsel:


 


Schulte Roth & Zabel LLP 


919 Third Avenue 


New York, New York 10022 


Telephone: (212) 756-2000 


Facsimile: (212) 593-5955 


Attention: Eleazer Klein, Esq. 


Email: eleazer.klein@srz.com


 






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If to a Buyer, to its address, facsimile number
and/or email address set forth on the Schedule of Buyers attached hereto, with copies to such Buyer's representatives as set forth
on the Schedule of Buyers, or to such other address, facsimile number and/or email address to the attention of such other Person
as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile machine or email containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


 


(c)Failure of any party
to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall
not operate as a waiver thereof.


 


(d)All questions concerning
the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New
York, Borough of Manhattan, 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 suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement 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 HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


(e)If any provision
of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction,
the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent
that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity
of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change,
the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability
of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties
or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 






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(f)This Agreement,
the other Transaction Documents (as defined in the Securities Purchase Agreement) and the instruments referenced herein and therein
constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement, the other Transaction
Documents and the instruments referenced herein and therein supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


 


(g)Subject to the requirements
of Section 9, this Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of
the parties hereto.


 


(h)The headings in
this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)This Agreement may
be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(j)Each party shall
do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)All consents and
other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise specified
in this Agreement, by the Required Holders.


 


(l)The language used
in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict
construction will be applied against any party.


 


(m)This Agreement is
intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit
of, nor may any provision hereof be enforced by, any other Person.


 


(n)The obligations
of each Investor hereunder are several and not joint with the obligations of any other Investor, and no provision of this Agreement
is intended to confer any obligations on any Investor vis-à-vis any other Investor. Nothing contained herein, and no action
taken by any Investor pursuant hereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated herein.


 


* * * * * *


 






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[Signature Page Follows]


 






    	22



    	 



    


 








IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above. 


 


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





 






    	 



    	 



    



  





IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	BUYERS:
	 	 
	 	By:	
	 	 	Name:  
	 	 	Title:    





  




    	 



    	 



    



  


SCHEDULE OF BUYERS 


 


	 
 
Buyer	 	Buyer Address
 and Facsimile Number	 	Buyer's Representative's Address 
 and Facsimile Number
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






 






    	 



    	 



    


 


EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


VStock Transfer, LLC 


77 Spruce Street, Suite 201 


Cedarhurst, New York 11516 


Attention: Yoel Goldfeder


 


Re:         Ener-Core, Inc.


 


Ladies and Gentlemen:


 


[We are][I am] counsel to
Ener-Core, Inc., a Nevada corporation (the "Company"), and have represented the Company in connection with that
certain Securities Purchase Agreement, dated as of September 18, 2014 (the "Securities Purchase Agreement"),
entered into by and among the Company and the buyers named therein (collectively, the "Holders") pursuant to which
the Company issued to the Holders shares of the Company's common stock, par value $0.0001 per share (the "Common Stock")
(the shares of Common Stock issuable pursuant to the terms of the Securities Purchase Agreement, collectively, the "Common
Shares"). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement
with the Holders (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things,
to register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), including the Common Shares
issuable pursuant to the Securities Purchase Agreement under the Securities Act of 1933, as amended (the "1933 Act").
In connection with the Company's obligations under the Registration Rights Agreement, on ____________ ___, 2014, the Company filed
a Registration Statement on Form S-3 (File No. 333-_____________) (the "Registration Statement") with the Securities
and Exchange Commission (the "SEC") relating to the Registrable Securities which names each of the Holders as
a selling shareholder thereunder.


 


In connection with the foregoing,
[we][I] advise you that a member of the SEC's staff has advised [us][me] by telephone that the SEC has entered an order declaring
the Registration Statement effective under the 1933 Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF
EFFECTIVENESS] and [we][I] have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the
SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement.


 


This letter shall serve as
our standing instruction to you that the Common Shares are freely transferable by the Holders pursuant to the Registration Statement.
You need not require further letters from us to effect any future legend-free issuance or reissuance of Common Shares to the Holders
as contemplated by the Company's Irrevocable Transfer Agent Instructions dated September [●], 2014.


 





	 	Very truly yours,
	 	 
	 	[ISSUER'S COUNSEL]
	 	 
	 	By:	


  


CC:[LIST NAMES OF HOLDERS]


 



    	A-1



    	 



    

 








EXHIBIT B


 


SELLING SHAREHOLDERS


 


The shares of common stock
being offered by the selling shareholders are those issued to the selling shareholders pursuant to the Securities Purchase Agreement.
For additional information regarding the issuance of that common stock, see "Private Placement of Common Stock " above.
We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time
to time. Except for the ownership of the shares of common stock and the purchase of convertible notes and the warrants issued pursuant
to a prior securities purchase agreement and a subsequent negotiated conversion of such notes, the selling shareholders have not
had any material relationship with us within the past three years.


 


The table below lists the
selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling
shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based
on its ownership of the common stock, as of ________, 2014.


 


The third column lists
the shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with the
terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the shares
of common stock issued pursuant to the Securities Purchase Agreement as of the Trading Day immediately preceding the date the registration
statement is initially filed with the SEC. The fourth column assumes the sale of all of the shares offered by the selling
shareholders pursuant to this prospectus.


 


The selling shareholders
may sell all, some or none of their shares in this offering. See "Plan of Distribution."


   





	Name of Selling Shareholder	 	Number of Shares of Common Stock Owned Prior to Offering	 	Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus	 	Number of Shares of Common Stock Owned After Offering
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 








 






    	B-1



    	 



    

 


PLAN OF DISTRIBUTION


 


We are registering the
shares of common stock issued pursuant to the terms of the securities purchase agreement to permit the resale of these shares of
common stock by the holders of such shares from time to time after the date of this prospectus. We will not receive any of the
proceeds from the sale by the selling shareholders of the shares of common stock. We will bear all fees and expenses incident to
our obligation to register the shares of common stock.


 


The selling shareholders
may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters or broker-dealers,
the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The shares of common
stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions,


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



			



 


		·	in the over-the-counter market;



			



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



			



 


		·	through the writing of options, whether such options are listed on an options exchange or otherwise;



			



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



			



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



			



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



			



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



			



 


		·	privately negotiated transactions;



			



 


		·	short sales;



			



 


		·	sales pursuant to Rule 144;



 


			



		·	broker-dealers may agree with the selling securityholders to sell a specified number of such shares
at a stipulated price per share;



 


			



		·	a combination of any such methods of sale; and



			



 


		·	any other method permitted pursuant to applicable law.



 






    	B-2



    	 



    

 


If the selling shareholders
effect such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders
or commissions from purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of common stock or otherwise, the selling
shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of
common stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of common stock short
and deliver shares of common stock covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The selling shareholders may also loan or pledge shares of common stock to broker-dealers that in turn may
sell such shares.


 


The selling shareholders
may pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time
to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the
Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee
or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate
the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.


 


The selling shareholders
and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares
of common stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of
shares of common stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents,
any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions
or concessions allowed or reallowed or paid to broker-dealers.


 


Under the securities laws
of some states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers. In
addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale
in such state or an exemption from registration or qualification is available and is complied with.


 






    	B-3



    	 



    

 


There can be no assurance
that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement,
of which this prospectus forms a part.


 


The selling shareholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act,
which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholders and any other
participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common
stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability
of the shares of common stock and the ability of any person or entity to engage in market-making activities with respect to the
shares of common stock.


 


We will pay all expenses
of the registration of the shares of common stock pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in
accordance with the registration rights agreements, or the selling shareholders will be entitled to contribution. We may be indemnified
by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any
written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the
related registration rights agreement, or we may be entitled to contribution.


 


Once sold under the registration
statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other
than our affiliates.


 


 


B-4