ENER-CORE, Inc. (OTCMKTS:ENCR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Offer Letter

As described in Item 5.02 below, effective as of April 14, 2017,
Ener-Core, Inc. (the Company) became bound to the terms an offer
letter (the Offer Letter) with Kent Williams in connection with
his appointment to the Board of Directors of the Company (the
Board). Additional information regarding the Offer Letter is
incorporated herein by reference to Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain
Officers of this Current Report on Form 8-K.

Director Appointment; Offer Letter

Effective as of April 14, 2017, the Board appointed Kent Williams
to fill a vacancy on the Board. Mr. Williams has not yet been
appointed as a member of any committee of the Board. Mr. Williams
is an independent director for purposes of the Companys Corporate
Governance Guidelines, with reference to the relevant rules of
the national securities exchanges in the United States, although
such definitions do not currently apply to the Company because
its securities are not listed on a national securities exchange.

Mr. Williams accepted the foregoing appointment to an Offer
Letter from the Company, which became effective as of April 14,
2017 (the Effective Date), which provides for the grant of an
option (the Option) under the Companys 2015 Omnibus Incentive
Plan (the 2015 Plan), granted as of the Effective Date, to
purchase 25,000 shares of the Companys common stock, par value
$0.0001 per share (the Common Stock), at an exercise price per
share of $2.50, which price is at or above the fair market value
per share of Common Stock on such date. In addition, Mr. Williams
will be entitled to reimbursement for reasonable travel expenses
incurred to attend meetings of the Board, in accordance with the
Companys expense reimbursement policy as in effect from time to
time, as well as to indemnification in his capacity as a
director. Mr. Williams is also entitled to an annual directors
fee of $40,000.

In connection with the above-described Option, the Company and
Mr. Williams entered into a stock option agreement (the Option
Agreement), in the form provided by the 2015 Plan. The Option
Agreement provides for 1/4 of the total number of shares
underlying the Option to vest after twelve months and 1/48 of the
total number of shares underlying the Option to vest each month
commencing each month thereafter. The Option will expire on April
14, 2027 and will become fully exercisable immediately prior to,
and contingent upon, a Change in Control (as defined in the 2015
Plan).

The Offer Letter and the Option Agreement are attached as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are
incorporated herein by reference. The foregoing descriptions do
not purport to be complete and are qualified in their entirety by
reference to such exhibits.

Since 2002, Mr. Williams has served as a managing member of Vista
Asset Management LLC. Mr. Williams also currently serves as a
strategic advisor to alternative energy companies focused on
plug-in hybrid electric vehicle (PHEV) drive trains and new
battery technologies, including as a member of the board of
directors of ViZn Energy since 2016, and as an advisor to the
boards of directors of ZAF Energy Systems since 2016 and
Efficient Drivetrains since 2015. From 2012 to 2014, Mr. Williams
also on the board of directors of Copytele Inc., now known as
ITUS Corporation (Nasdaq: ITUS). In 2010, he was a founder of VIA
Motors, a clean tech, plug-in electric vehicle company. Before
joining Vista Asset Management, Williams accumulated more than 30
years of experience in the capital markets, including positions
with U.S. Trust, Wood Island Associates, and Merrill Lynch.
During his 16-year tenure at Wood Island Associates, Williams
served as a principal, portfolio manager, analyst and head of
trading. He was appointed Vice Chairman of the American Stock
Exchange ITAC Committee from 1985 to 1998. Mr. Williams received
his M.B.A. from St. Marys College of California and a B.A. from
the University of California at Berkeley.

The Board concluded that Mr. Williams extensive experience as an
advisor within the capital markets and his substantial
energy-related experience made his appointment to the Board
appropriate. There is no family relationship between Mr. Williams
and any of the registrants current directors, executive officers
or persons nominated or charged to become directors or executive
officers, or those of the Companys subsidiary. There are no
transactions between the registrant and Mr. Williams that would
require disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Williams appointment to the Board, the
Company also entered into an indemnification agreement with Mr.
Williams, substantially in the form previously filed with the SEC
by the Company.

On April 19, 2017, the Company issued a press release regarding
the appointment of Mr. Williams to the Board, which is attached
as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, the
information in this Item 7.01 of Current Report on Form 8-K
(including Exhibit 99.1) shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, nor shall it be incorporated by reference into any
registration statement or other document filed under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.

(d) Exhibits.

About ENER-CORE, Inc. (OTCMKTS:ENCR)

Ener-Core, Inc. designs, develops, manufactures and has commercially deployed products based on technologies that generate base-load, clean power from polluting waste gases that are otherwise destroyed or vented into the atmosphere by a range of industries. The Company also designs its technologies to provide power generation solutions with reduced air emissions. Its Power Oxidation technology offers an alternative to traditional methods of destroying gaseous pollution, by simultaneously enabling industrial facilities. Its commercial products include Ener-Core Powerstation EC250 (EC250) and Ener-Core Powerstation EC333 (EC333), which combine its Power Oxidizer with an approximately 250 kilowatt (kW)and over 333 kW gas turbine, respectively. It is also engaged in developing a product, which is called the KG2-3GEF/PO (KG2 with Power Oxidizer (KG2/PO)). It has over two powerstations in operation at a landfill site in the Netherlands and at the University of California, Irvine.

ENER-CORE, Inc. (OTCMKTS:ENCR) Recent Trading Information

ENER-CORE, Inc. (OTCMKTS:ENCR) closed its last trading session 00.00 at 1.77 with shares trading hands.