UNITED STATES


INVESTMENT AGREEMENT


INVESTMENT AGREEMENT (this “AGREEMENT”), dated as of August 21, 2015 by
and between NATCORE, INC., a British Columbia corporation (the “Company”)
located in the British Columbia, Canada,
and Dutchess Opportunity Fund, II, LP, a Delaware Limited Partnership (the “Investor”).


WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Investor shall invest up to five million
dollars ($5,000,000) to purchase the Company’s Common Stock with no par value
per share (the “Common Stock”);


WHEREAS, such investments will be made in reliance upon the provisions
of Section 4(a)(2) and/or 4(a)(5) under the Securities Act of 1933, as amended
(the “1933 Act”), Rule 506 of Regulation D, and the rules and regulations
promulgated thereunder, and/or upon such other exemption from the registration
requirements of the 1933 Act as may be available with respect to any or all of
the investments in Common Stock to be made hereunder;


WHEREAS, such investments will also be made in reliance upon an
exemption from the prospectus requirements of applicable securities laws in
Canada;


WHEREAS, contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement substantially in the form attached hereto (the “Registration
Rights Agreement”) pursuant to which the Company has agreed to provide certain
registration rights under the 1933 Act, and the rules and regulations
promulgated thereunder, and applicable state securities laws; and


WHEREAS, this Agreement shall supersede all previous agreements and
understandings between the Parties with respect to the subject matter addressed
herein.


NOW THEREFORE, in consideration of the foregoing recitals, which shall
be considered an integral part of this Agreement, the covenants and agreements
set forth hereafter, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investor
hereby agree as follows:


SECTION 1. DEFINITIONS.


          As used in
this Agreement, the following terms shall have the following meanings specified
or indicated below, and such meanings shall be equally applicable to the
singular and plural forms of such defined terms.


          “1933
Act” shall have the meaning set forth in the recitals of this Agreement.


          “1934
Act” shall mean the Securities Exchange Act of 1934, as it may be amended.


          “AAA”
shall have the meaning specified in Section 11.


          “Affiliate”
shall have the meaning specified in Section 5(G).


          “Agreement”
shall mean this Investment Agreement.


          “Articles
of Incorporation” shall have the meaning specified in Section 4(C).


 


NTCXF.INVESTMENT AGREEMENT.AUGUST.2015






          “By-laws”
shall have the meaning specified in Section 4(C).


          “Clear”
shall mean the Shares are available for the Investor to trade on the Principal
Market.


          “Clearing
Date” shall mean the date on which the Shares Clear.


          “Closing”
shall have the meaning specified in Section 2(E).


          “Closing
Date” shall have the meaning specified in Section 2(E).


          “Common
Stock” shall have the meaning set forth in the recitals of this Agreement.


          “Company”
shall have the meaning set forth in the preamble of this Agreement.


          “Control”
or “Controls” shall have the meaning specified in Section 5(G).


          “DTC”
shall have the meaning specified in Section 2(E).


          “DWAC”
shall have the meaning specified in Section 2(E).


          “Effective
Date” shall mean the date the SEC declares effective under the 1933 Act the
Registration Statement covering the Securities.


          “Equity
Line Transaction Documents” shall mean this Agreement and the Registration
Rights Agreement.


          “FAST”
shall have the meaning specified in Section 2(E).


          “Fee
Shares” shall have the meaning specified in Section 11.


          “Indemnities”
shall have the meaning specified in Section 10.


          “Indemnified
Liabilities” shall have the meaning specified in Section 10.


          “Indemnitor”
shall have the meaning specified in Section 10.


          “Investor”
shall have the meaning indicated in the preamble of this Agreement.


          “Material
Adverse Effect” shall have the meaning specified in Section 4(A).


          “Maximum
Common Stock Issuance” shall have the meaning specified in Section 2(F).


          “Minimum
Purchase Price” with respect to any Put Notice shall be USD $0.30.


          “Open
Market Adjustment Amount” shall have the meaning specified in Section 2(G).


          “Open
Market Share Purchase” shall have the meaning specified in Section 2(G).


          “Open
Period” shall mean the period beginning on and including the Trading Day
immediately following the Effective Date and ending on the earlier to occur of
(i) the date which is thirty-six (36) months from the Effective Date; or (ii)
termination of the Agreement in accordance with Section 9, below.


 


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          “Pricing
Period” shall mean the five (5) consecutive Trading Days beginning on the
Put Notice and ending on and including the
date that is four (4) Trading Days after such Put Notice.


          “Principal
Market” shall mean the Canadian Securities Exchange, Toronto Stock
Exchange, TSX Venture Exchange, Nasdaq Capital Market, the NYSE Amex, the New
York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market
or the OTCQB, whichever is the principal market on which the Common Stock is
listed.


          “Prospectus”
shall mean the prospectus, preliminary prospectus and supplemental prospectus
used in connection with the Registration Statement.


          “Purchase
Amount” shall mean the total amount being paid by the Investor on a
particular Closing Date to purchase the Securities.


          “Purchase
Price” shall mean ninety-five percent (95%) of the lowest daily VWAP (as
defined herein) of the Common Stock during the Pricing Period.


          “Put”
shall have the meaning set forth in Section 2(B) hereof.


          “Put
Amount” shall have the meaning set forth in Section 2(B) hereof.


          “Put
Notice” shall mean a written notice in the form attached hereto as Exhibit
C, sent to the Investor by the Company stating the Put Amount in U.S. dollars
the Company intends to sell to the Investor
pursuant to the terms of the Agreement and stating the current number of Shares
issued and outstanding on such date.


          “Put
Notice Date” shall mean the Trading Day, as set forth below, immediately
following the day on which the Investor receives a Put Notice, however a Put
Notice shall be deemed delivered on (a) the
Trading Day it is received by facsimile or email by the Investor if such notice
is received prior to noon Eastern Time, or (b) the immediately succeeding
Trading Day if it is received by facsimile or otherwise after noon Eastern Time
on a Trading Day. No Put Notice may be deemed delivered on a day that is not a
Trading Day or if the Shares do not Clear.


          “Put
Restriction” shall mean the days during the Pricing Period. During this
time, the Company shall not be entitled to deliver another Put Notice.


          “Put
Shares Due” shall have the meaning specified in Section 2(G).


          “Registration
Rights Agreement” shall have the meaning set forth in the recitals of this
Agreement.


          “Registration
Statement” means the registration statement of the Company filed under the
1933 Act covering the resale by the Investor of the Common Stock issuable
hereunder.


          “Related
Party” shall have the meaning specified in Section 5(G).


          “Resolutions”
shall have the meaning specified in Section 7(E).


          “SEC”
shall mean the U.S. Securities & Exchange Commission.


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3






          “Securities”
shall mean the shares of Common Stock issued pursuant to the terms of the
Agreement.


          “SEDAR”
shall mean the System for Electronic Document Analysis and Retrieval, a filing system
developed for the Canadian Securities Administrators (“CSA”) to facilitate the
electronic filing of securities information as required by the CSA; allow for
public dissemination of Canadian securities information collected in the
securities filing process; and provide electronic communication between
electronic filers, agents and the CSA.


          “SEDAR
Documents” shall mean, as of a particular date, all reports and other
documents filed by the Company pursuant to applicable Canadian securities laws
since the end of the Company’s then most recently completed and reported fiscal
year as of the time in question (provided that if the date in question is
within ninety days of the beginning of the Company’s fiscal year, the term
shall include all documents filed since the beginning of the preceding fiscal
year).


          “Shares”
shall mean the shares of the Company’s Common Stock.


          “Subsequent
Purchasers” shall have the meaning specified in Section 2(G).


          “Subsidiaries”
shall have the meaning specified in Section 4(A).


          “Trading
Day” shall mean any day on which the Principal Market for the Common Stock
is open for trading, from the hours of 9:30 am until 4:00 pm Eastern Time.


          “VWAP”
shall mean the volume weighted average price during a Trading Day.


SECTION 2. PURCHASE AND SALE OF COMMON STOCK.


          (A)
PURCHASE AND SALE OF COMMON STOCK. Subject to the terms and
conditions set forth herein, the Company may issue and sell to the Investor,
and the Investor shall purchase from the Company, up to that number of Shares
having an aggregate Purchase Price of five million dollars ($5,000,000).


          (B)
DELIVERY OF PUT NOTICES. Subject to the terms and conditions of
the Equity Line Transaction Documents, and from time to time during the Open
Period, the Company may, in its sole discretion, deliver a Put Notice to the
Investor which states the dollar amount (designated in U.S. Dollars) (the “Put
Amount”) of Shares which the Company intends to sell to the Investor on a
Closing Date (the “Put”). The Put Amount shall be equal to the lesser of 1) two
hundred percent (200%) of the average daily volume (U.S. market only) of the
Common Stock for the three (3) Trading Days prior to the applicable Put Notice
Date, multiplied by the average of the three (3) daily closing prices
immediately preceding the Put Date or 2) two hundred thousand dollars
($200,000). During the Open Period, the Company shall not be entitled to submit
a Put Notice until the Pricing Period for the prior Put has been completed. The
Common Stock identified in the Put Notice shall be purchased for a price equal
to the Purchase Price. The Company shall deliver to the Investor pursuant to
this Agreement, certificates representing the Shares to be issued to the
Investor on such date and registered in the name of the Investor (“Deposit Shares”).
The number of Deposit Shares shall be calculated by dividing the current price
of the Common Stock by the Put Amount (minus any prior Deposit Shares held, if
any, by the Investor). In lieu of delivering physical certificates representing
the Securities and provided that the Company’s transfer agent then is
participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer (“FAST”) program, upon request of the
Investor, the Company shall use all commercially reasonable efforts to
cause its transfer agent to electronically transmit the Securities by crediting
the account of the Investor’s prime broker (as specified by the Investor within
a reasonable period in advance of the Investor’s notice) with DTC through its
Deposit Withdrawal Agent Commission (“DWAC”) system.


 


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          (C)
MINIMUM PURCHASE PRICE. Notwithstanding any other provision of
this Agreement, the Purchase Price shall be greater than or equal to the
Minimum Purchase Price.


          (D)
CONDITIONS TO INVESTOR’S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this
Agreement, the Company shall not be entitled to deliver a Put Notice and
the Investor shall not be obligated to purchase any Shares at a Closing unless
each of the following conditions are satisfied:


                    (1)
a Registration Statement shall have been declared effective and
shall remain effective and available for the resale of all the Registrable
Securities (as defined in the Registration Rights Agreement) at all times until
the Closing with respect to the subject Put Notice;


                    (2)
at all times during the period beginning on the related Put
Notice Date and ending on and including the
related Closing Date, the Common Stock shall have been listed on the
Principal Market and unless otherwise required by the securities laws and
regulations of Canada and the provinces and the rules and regulations of the
Principal Market or principal securities exchange or trading market on which
the Common Stock is traded or listed, shall not have been suspended from
trading thereon for a period of two (2) consecutive Trading Days during the
Open Period and the Company shall not have been notified of any pending or
threatened proceeding or other action to suspend the trading of the Common
Stock;


                    (3)
the Company has complied with its obligations and is otherwise
not in breach of or in default under this Agreement, the Registration Rights
Agreement or any other agreement executed in connection herewith which has not
been cured prior to delivery of the Put Notice;


                    (4)
no injunction shall have been issued and remain in force, or
action commenced by a governmental authority which has not been stayed or abandoned,
prohibiting the purchase or the issuance of the Securities; and


                    (5)
the issuance of the Securities pursuant to this Agreement will
not violate any shareholder approval requirements of the Principal Market.


If any of the events described in clauses (1) through (5) above occurs
during a Pricing Period, then the Investor shall have no obligation to purchase
the Common Stock subject to the applicable Put Notice.


          (E)
MECHANICS OF PURCHASE OF SHARES BY INVESTOR. The closing of the
purchase by the Investor of Shares (a “Closing”) shall occur on the date which
is no later than three (3) Trading Days following the last day of the Pricing
Period (each a “Closing Date”). On each Closing Date the Investor shall deliver
to the Company the Purchase Price to be paid for such Shares, based on the Put
Amount set forth in Section 2(B). In the event the Investor has not sold all
the Deposit Shares, the Company may elect to either: 1) request the remaining
Deposit Shares to be returned; or, 2) have the Investor hold the Deposit Shares
toward a future Put.


 


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5






          (F)
OVERALL LIMIT ON COMMON STOCK ISSUABLE. Notwithstanding anything
contained herein to the contrary, if during the Open Period the Company becomes
listed on an exchange that limits the number of shares of Common Stock that may
be issued without shareholder approval,
then the number of Shares issuable by the Company and purchasable by the
Investor, shall not exceed that number of the shares of Common Stock that may
be issuable without shareholder approval (the “Maximum Common Stock
Issuance”). If such issuance of shares of Common Stock could cause a delisting
on the Principal Market, then the Maximum Common Stock Issuance shall first be
approved by the Company’s shareholders in accordance with applicable law and
the By-laws and Articles of Incorporation of the Company, as amended. The
parties understand and agree that the Company’s failure to seek or obtain such
shareholder approval shall in no way adversely affect the validity and due
authorization of the issuance and sale of Securities or the Investor’s
obligation in accordance with the terms and conditions hereof to purchase a
number of Shares in the aggregate up to the Maximum Common Stock Issuance
limitation, and that such approval pertains only to the applicability of the
Maximum Common Stock Issuance limitation provided in this Section 2(F).


          (G)
INTENTIONALLY OMITTED.


          (H)
LIMITATION ON AMOUNT OF OWNERSHIP. Notwithstanding anything to the contrary in
this Agreement, in no event shall the Investor be entitled to purchase that
number of Shares, which when added to the sum of the number of shares of Common
Stock beneficially owned (as such term is defined under Section 13(d) and Rule
13d-3 of the 1934 Act), by the Investor, would exceed 9.99% of the number of
shares of Common Stock outstanding on the Closing Date, as determined in
accordance with Rule 13d-1(j) of the 1934 Act.


SECTION 3. INVESTOR’S REPRESENTATIONS, WARRANTIES AND COVENANTS. The
Investor represents and warrants to the Company, and covenants, that:


          (A)
SOPHISTICATED INVESTOR. The Investor has, by reason of its
business and financial experience, such knowledge, sophistication and
experience in financial and business matters and in making investment decisions
of this type that it is capable of (1) evaluating the merits and risks of an investment in the Securities and making an
informed investment decision; (2) protecting its own interest; and (3) bearing
the economic risk of such investment for an indefinite period of time.


          (B)
AUTHORIZATION; ENFORCEMENT. The Investor has the requisite power
and authority to enter into and perform this Agreement and the Registration
Rights Agreement. The execution and delivery of the Equity Line Transaction
Documents by the Investor and the consummation by it of the transactions
contemplated hereby and thereby have been duly and validly authorized by the
Investor’s general partners and no further consent or authorization is required
by its partners. This Agreement has been duly and validly authorized, executed
and delivered on behalf of the Investor and is a valid and binding agreement of
the Investor enforceable against the Investor in accordance with its terms,
subject as to enforceability to general principles of equity and to applicable
bankruptcy, insolvency, reorganization, moratorium,
liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.


 


NTCXF.INVESTMENT
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          (C)
SECTION 9 OF THE 1934 ACT. During the term of this Agreement, the
Investor will comply with the provisions of Section 9 of the 1934 Act, and the
rules promulgated thereunder, with respect to transactions involving the Common
Stock. The Investor agrees not to sell the Company’s stock short, either
directly or indirectly through its affiliates, principals or advisors, the
Company’s common stock during the term of this Agreement.


          (D)
ACCREDITED INVESTOR. Investor is an “Accredited Investor” as that
term is defined in Rule 501(a) of Regulation D of the 1933 Act and has
completed the U.S. Accredited Investor Certificate as set forth on Exhibit B to
this Agreement. Investor is not a “disqualified investor” by virtue of the
investor being subject to a “disqualifying event” as defined under Rule 506(b)
through (e) of Regulation D of the 1933 Act as amended.


          (E)
UNDERWRITER STATUS. The
Investor is deemed an “underwriter” (as that term is defined in Section
2(a)(11) of the Securities Act) in connection with the registration of the
Registrable Securities and will be identified as such in the Registration
Statement. As an underwriter, the Investor will not have Rule 144 of the Securities
Act available as a resale exemption from registration under the U.S. securities
laws.


          (F)
NO CONFLICTS. The execution, delivery and performance of the
Transaction Documents by the Investor and the consummation by the Investor of
the transactions contemplated hereby and thereby will not (1) result in a
violation of the partnership agreement or other organizational documents of the
Investor, (2) conflict with, or constitute a material default (or an event
which with notice or lapse of time or both would become a material default)
under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any material agreement, contract, indenture mortgage,
indebtedness or instrument to which the Investor
is a party, or to the Investor’s knowledge result in a violation of any law,
rule, regulation, order, judgment or decree (including United States
federal and state securities laws and regulations) applicable to the Investor
or by which any property or asset of the Investor is bound or affected.


          (G)
NO VIOLATIONS. Except as disclosed in Schedule 3(f), the Investor
is not in violation of any term of, or in default under, the partnership
agreement of other organizational documents of the Investor or any material
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment,
decree or order or any statute, rule or regulation applicable to the Investor,
except for conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations that would not, individually or in the aggregate,
constitute or reasonably be expected to constitute a material adverse effect on
the Investor. The business of the Investor is not being conducted, and shall
not be conducted, in violation of any law, statute, ordinance, rule, order or
regulation of any governmental authority or agency, regulatory or self-
regulatory agency, or court, except for violations the sanctions for which
either, individually or in the aggregate, would not have or reasonably be
expected to have a material adverse effect on the Investor. Except as
specifically contemplated by this Agreement and as required under the 1933 Act
or any securities laws of any states, to the Investor’s knowledge, the Investor
is not required to obtain any consent, authorization, permit or order of, or
make any filing or registration (except the filing of a registration statement
as outlined in the Registration Rights Agreement) with, any court, governmental
authority or agency, regulatory or self-regulatory agency or other third party
in order for it to execute, deliver or perform any of its obligations under, or
contemplated by, the Equity Line Transaction Documents in accordance with the
terms hereof or thereof except for those consents, authorizations, permits,
orders or filings as have been obtained or effected on or prior to the date
hereof and are in full force and effect as of the date hereof. Except as
disclosed in Schedule 3(f), the Investor is unaware of any facts or
circumstances which might give rise to any violation or default set forth in
this Section 3(G).


 


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7







          (H)
OPPORTUNITY TO DISCUSS. The Investor has received all materials relating to the
Company’s business, finance and operations which it has requested. The Investor
has had an opportunity to discuss the business, management and financial
affairs of the Company with the Company’s management.


          (I)
INVESTMENT PURPOSES. The Investor is purchasing the Securities for its own account for investment purposes and not with a
view towards distribution and agrees to resell or otherwise dispose of
the Securities solely in accordance with the registration provisions of the
1933 Act (or pursuant to an exemption from such registration provisions).


          (J) NO
REGISTRATION AS A DEALER. The Investor is not and will not be required to be
registered as a “dealer” under the 1934 Act, either as a result of its
execution and performance of its obligations under this Agreement or otherwise.


          (K) GOOD STANDING.
The Investor is a Limited Partnership, duly organized, validly existing and in
good standing in the state of Delaware.


          (L) TAX
LIABILITIES. The Investor understands that it is liable for its own tax
liabilities.


          (M)
ACKNOWLEDGEMENTS OF THE INVESTOR: The Investor acknowledges the following:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 no securities commission or similar regulatory authority in Canada
 has reviewed or passed on the merits of the securities of the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 there is no government or other issuance
 covering the securities of the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 there is risk associated with the purchase
 of the securities of the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 there are restrictions on a Investor’s ability to resell the
 Securities in Canada and it is the responsibility of the Investor to find out
 what those restriction are and to comply with them before selling the
 Securities; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 the Company is relying on an exemption from the requirements to
 provide the purchaser with a prospectus and to sell securities through a
 person registered to sell Securities under the applicable securities laws of
 Canada and, as a consequence of acquiring Securities pursuant to this
 exemption, certain protections, rights and remedies provided by applicable
 securities laws in Canada including statutory rights of rescission or
 damages, will not be available to the Investor.

 
	
  

 	
  

 	
  

 
	
  

 	
 (vi)

 	
 Canadian securities laws restrict the trading of the Securities for a
 period of four months and one day from their date of issue and as such the
 Securities may not be traded on the TSX Venture Exchange and otherwise in
 Canada until the date which is four months and one day from the date of
 issuance of the Securities.

 


 


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Company and its transfer agent will take any necessary action to
 enforce these restrictions and all Securities issuable hereunder may not be
 offered and sold in Canada, through the facilities of the TSX Venture
 Exchange or any other Principal Market in Canada, or otherwise, directly or
 indirectly before such date, failing which the Investor will be in violation
 of Canadian securities legislation. The certificates representing the Common
 Stock issued pursuant to this Agreement will bear the following legends:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Unless permitted
 under securities legislation, the holder of the securities shall not trade the securities before [insert
 date that is four months and one day following the distribution
 date].”

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  “Without prior
 written approval of the TSX Venture Exchange and compliance with all
 applicable securities legislation, the securities represented by this
 certificate may not be sold, transferred, hypothecated or otherwise traded on
 or through the facilities of the TSX Venture Exchange or otherwise in Canada
 or to or for the benefit of a Canadian resident before [insert date that is
 four months and one day following the distribution date].”

 
	
  

 	
  

 	
  

 
	
  

 	
 (vii)

 	
 Except as otherwise set forth in this Agreement, no persons has made
 written or oral representation: (a) that any person will resell or repurchase
 the Securities, (b) that any person will refund the purchase price of the
 Securities, (c) as to the future price or value of the Securities; and (iv)
 that the Securities will be listed and posted for trading on any stock
 exchange or that application has been made to list the Securities on any
 stock exchange other than the TSX Venture Exchange.

 


SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as set
forth in the Schedules attached hereto, or as disclosed in the Company’s SEDAR
Documents, the Company represents and warrants to the Investor that:


          (A)
ORGANIZATION AND QUALIFICATION. The Company is a corporation duly organized and
validly existing in good standing under the Canadian laws and has the requisite
corporate power and authorization to own its properties and to carry on its
business as now being conducted. Both the Company and the companies it owns or
controls (“Subsidiaries”) are duly qualified to do business and are in good
standing in every jurisdiction in which its ownership of property or the nature
of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in
this Agreement, “Material Adverse Effect” means any material adverse
effect on (1) the properties, assets, operations, results of operations, or
financial condition of the Company and its Subsidiaries, if any, taken as a
whole, (2) the transactions contemplated hereby or by the agreements and
instruments to be entered into in connection herewith, or (3) the authority or
ability of the Company to perform its obligations under the Equity Line
Transaction Documents other than as a result of (a) changes adversely affecting
the United States economy (so long as the Company is not disproportionately
affected thereby), (b) changes adversely affecting the industry in which the
Company operates (so long as the Company is not disproportionately affected
thereby), (c) the announcement or consummation of the transactions contemplated
by this Agreement, and (d) changes in the market price of the Common Stock.


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


9






          (B)
AUTHORIZATION; ENFORCEMENT; COMPLIANCE WITH OTHER INSTRUMENTS.


                    (1)
The Company has the requisite corporate power and authority to
enter into and perform the Equity Line Transaction Documents, and to perform
its obligations contemplated hereby and thereby.


                    (2)
The execution and delivery of the Equity Line Transaction
Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby, including
without limitation the reservation for issuance and the issuance of the
Securities pursuant to this Agreement, have been duly and validly authorized by
the Company’s Board of Directors and no further consent or authorization is
required by the Company, its Board of Directors, or its shareholders.


                    (3)
The Equity Line Transaction Documents have been duly and validly
executed and delivered by the Company.


                    (4)
The Equity Line Transaction Documents constitute the valid and
binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by
general principles of equity or applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or
affecting generally, the enforcement of creditors’ rights and remedies.


          (C)
CAPITALIZATION. As of the date hereof, the authorized capital
stock of the Company consists of an unlimited number of shares of Common Stock
with no par value per share, with 52,632,614 shares issued and outstanding as
of August 21, 2015. Except as disclosed in the Company’s publicly available
filings with SEDAR or elsewhere in this Agreement:
(1) no shares of the Company’s capital stock are subject to preemptive rights
or any other similar rights or any liens or encumbrances suffered or
permitted by the Company; (2) there are no outstanding debt securities; (3)
there are no outstanding shares of capital stock, options, warrants, scrip,
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital
stock of the Company or any of its Subsidiaries, or contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company
or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to,
calls or commitments of any character whatsoever relating to, or securities or
rights convertible into, any shares of capital stock of the Company or any of
its Subsidiaries; (4) there are no agreements or arrangements under which the
Company or any of its Subsidiaries is obligated to register the sale of any of
their securities under the 1933 Act (except the Registration Rights Agreement);
(5) there are no outstanding securities of the Company or any of its
Subsidiaries which contain any redemption or similar provisions, and there are
no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the
Company or any of its Subsidiaries; (6) there are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by the
issuance of the Securities as described in this Agreement; (7) the Company does
not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement; and (8) there is no dispute as to the
classification of any shares of the Company’s capital stock.


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






          The Company
has furnished to the Investor, or the Investor has had access through the SEDAR website to, true and correct copies of the
Company’s notice of articles, as amended and in effect on the date
hereof (the “Articles of Incorporation”), and the Company’s articles, as in
effect on the date hereof (the “By-laws”), and the terms of all securities
convertible into or exercisable for Common Stock and the material rights of the
holders thereof in respect thereto.


          (D)
ISSUANCE OF SHARES. The Company is authorized to issue an
unlimited numbers of common shares voting and participating, without par value
per share. Upon issuance in accordance with this Agreement, the Securities will
be validly issued, fully paid for and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof.


          (E)
NO CONFLICTS. The execution, delivery and performance of the
Equity Line Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby will not (I) result
in a violation of the Articles of Incorporation,
any Certificate of Designations, Preferences and Rights of any outstanding
series of preferred stock of the Company or the By-laws; or (II)
conflict with, or constitute a material default (or an event which with notice
or lapse of time or both would become a material default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any material agreement, contract, indenture mortgage, indebtedness or
instrument to which the Company or any of its Subsidiaries is a party, or to
the Company’s knowledge result in a violation of any law, rule, regulation,
order, judgment or decree (including United States federal and state securities
laws and regulations and the rules and regulations of the Principal Market or
principal securities exchange or trading market on which the Common Stock is
traded or listed) applicable to the Company or any of its Subsidiaries or by
which any property or asset of the Company or any of its Subsidiaries is bound
or affected. Except as disclosed in Schedule 4(e), neither the Company nor its
Subsidiaries is in violation of any term of, or in default under, the Articles
of Incorporation, any Certificate of Designations, Preferences and Rights of
any outstanding series of preferred stock of the Company or the By-laws or
their organizational charter or by-laws, respectively, or any contract,
agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or
order or any statute, rule or regulation applicable to the Company or its
Subsidiaries, except for possible conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations that would not
individually or in the aggregate have or constitute a Material Adverse Effect.
The business of the Company and its Subsidiaries is not being conducted, and
shall not be conducted, in violation of any law, statute, ordinance, rule,
order or regulation of any governmental authority or agency, regulatory or
self- regulatory agency, or court, except for possible violations the sanctions
for which either individually or in the aggregate would not have a Material
Adverse Effect. Except as specifically contemplated by this Agreement and as
required under the 1933 Act or any securities laws of any states, or any other
jurisdiction to which the Company is subject, to the Company’s knowledge, the Company is not required to obtain
any consent, authorization, permit or order of, or make any filing or
registration (except the filing of a registration statement as outlined in the
Registration Rights Agreement between the Parties) with, any court,
governmental authority or agency, regulatory or self-regulatory agency or other
third party in order for it to execute, deliver or perform any of its
obligations under, or contemplated by, the Equity Line Transaction Documents in
accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which
the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the date hereof and are in full
force and effect as of the date hereof. Except as disclosed in Schedule 4(e),
the Company and its Subsidiaries are
unaware of any facts or circumstances which might give rise to any violation or
default of any of the foregoing. The Company is not, and will not be, in
violation of the listing requirements of the Principal Market as in effect on
the date hereof and on each of the Closing Dates and is not aware of any facts
which would reasonably lead to delisting of the Common Stock by the Principal
Market in the foreseeable future.


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


11






          (F)
SEDAR DOCUMENTS; FINANCIAL STATEMENTS. The Company may make
available to Investor true and complete copies of the SEDAR Documents
(including, without limitation, proxy information and solicitation materials).
As of their respective dates, the SEDAR Documents complied in all material
respects with the requirements of Canadian securities laws, rules and
regulations applicable to such SEDAR Documents, and none of the SEDAR Documents
contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the
Company included in the SEDAR Documents comply as to form and substance in all
material respects with applicable accounting requirements and the published
rules and regulations of applicable Canadian securities regulators or other
applicable rules and regulations with respect thereto.
Such financial statements have been prepared in accordance with international
financial reporting standards applied on a consistent basis during the periods
involved (except (a) as may be otherwise indicated in such financial
statements or the notes thereto or (b) in the case of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of operations
and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments).


          (G)
ABSENCE OF CERTAIN CHANGES. Except as otherwise set forth in the
SEDAR Documents, the Company does not intend to change the business operations
of the Company in any material way. The Company has not taken any steps, and
does not currently expect to take any steps, to seek protection pursuant to any
bankruptcy law nor does the Company or its Subsidiaries have any knowledge or
reason to believe that its creditors intend to initiate involuntary bankruptcy
proceedings.


          (H) ABSENCE
OF LITIGATION AND/OR REGULATORY PROCEEDINGS. Except as set forth in the SEDAR
Documents, there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the executive officers of
Company or any of its Subsidiaries, threatened against or affecting the
Company, the Common Stock or any of the Company’s Subsidiaries or any of the
Company’s or the Company’s Subsidiaries’ officers or directors in their
capacities as such, in which an adverse decision could have a Material Adverse
Effect.


          (I)
ACKNOWLEDGMENT REGARDING INVESTOR’S PURCHASE OF SHARES. The Company acknowledges
and agrees that the Investor is acting solely in the capacity of an arm’s
length purchaser with respect to the Equity Line Transaction Documents and the
transactions contemplated hereby and thereby. The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Equity Line
Transaction Documents and the transactions contemplated hereby and thereby and
any advice given by the Investor or any of its respective representatives or
agents in connection with the Equity Line Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to the
Investor’s purchase of the Securities, and is not being relied on by the Company.
The Company further represents to the Investor that the Company’s decision to enter into the Equity Line Transaction Documents
has been based solely on the independent evaluation by the Company and
its representatives.


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






          (J) NO
UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES. Except as set
forth in the SEDAR Documents, as of the date hereof, no event, liability,
development or circumstance has occurred or exists, or to the Company’s
knowledge is contemplated to occur, with respect to the Company or its
Subsidiaries or their respective business, properties, assets, prospects,
operations or financial condition, that would be required to be disclosed by
the Company under applicable securities laws on a registration statement filed
with the SEC relating to an issuance and sale by the Company of its Common
Stock and which has not been publicly announced.


          (K)
EMPLOYEE RELATIONS. Neither the Company nor any of its Subsidiaries is involved
in any union labor dispute nor, to the knowledge of the Company or any of its
Subsidiaries, is any such dispute threatened. Neither the Company nor any of
its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that relations with their employees are
good. At the time of signing this Agreement, no executive officer (as defined
in Rule 501(f) of the 1933 Act) has notified the Company that such officer
intends to leave the Company’s employ or otherwise terminate such officer’s
employment with the Company.


          (L)
INTELLECTUAL PROPERTY RIGHTS. The Company and its Subsidiaries own or possess
adequate rights or licenses to use all trademarks, trade names, service marks,
service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and
rights necessary to conduct their respective businesses as now conducted.
Except as set forth in the SEDAR Documents, none of the Company’s trademarks,
trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, government
authorizations, trade secrets or other intellectual property rights necessary
to conduct its business as now or as
proposed to be conducted have expired or terminated, or are expected to expire
or terminate within two (2) years from the date of this Agreement. The Company
and its Subsidiaries do not have any
knowledge of any infringement by the Company or its Subsidiaries of
trademark, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade
secret or other similar rights of others, or of any such development of similar
or identical trade secrets or technical information by others and, except as
set forth in the SEDAR Documents, there is no claim, action or proceeding being
made or brought against, or to the Company’s knowledge, being threatened
against, the Company or its Subsidiaries regarding trademark, trade name,
patents, patent rights, invention, copyright, license, service names, service
marks, service mark registrations, trade secret or other infringement; and the
Company and its Subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing. The Company and its Subsidiaries have
taken commercially reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.


          (M)
ENVIRONMENTAL LAWS. The Company and its Subsidiaries (I) are, to the knowledge
of the Company and its Subsidiaries, in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the
protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”); (II)
have, to the knowledge of the Company, received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses; and (III) are in compliance, to the knowledge of the
Company, with all terms and conditions of any such permit, license or approval
where, in each of the three (3) foregoing cases, the failure to so comply would
have, individually or in the aggregate, a Material Adverse Effect.


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


13






          (N) TITLE.
The Company and its Subsidiaries have good and marketable title to all personal
property owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and
defects except such as are described in the SEDAR Documents or such as do not
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company or any of its
Subsidiaries. Any real property and facilities held under lease by the Company
or any of its Subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not
interfere with the use made and proposed to be made of such property and
buildings by the Company and its Subsidiaries.


          (O)
INSURANCE. Each of the Company’s Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as management of the Company reasonably believes to be prudent and
customary in the businesses in which the Company and its Subsidiaries are engaged.
Neither the Company nor any of its Subsidiaries has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not have a Material
Adverse Effect.


          (P)
REGULATORY PERMITS. The Company and its Subsidiaries have in full force and
effect all certificates, approvals, authorizations and permits from the
appropriate federal, state, local or foreign regulatory authorities and
comparable foreign regulatory agencies, necessary to own, lease or operate
their respective properties and assets and conduct their respective businesses,
and neither the Company nor any such Subsidiary has received any notice of
proceedings relating to the revocation or modification of any such certificate,
approval, authorization or permit, except
for such certificates, approvals, authorizations or permits which if not
obtained, or such revocations or modifications which, would not have a Material
Adverse Effect.


          (Q)
INTERNAL ACCOUNTING CONTROLS. The Company and each of its Subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable
assurance that (I) transactions are executed in accordance with management’s
general or specific authorizations; (II) transactions are recorded as necessary
to permit preparation of financial statements in conformity with international
financial reporting standards by a firm with membership to the PCAOB and CPAB
and to maintain asset accountability; (III) reasonable controls to safeguard
assets are in place; and (IV) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.


          (R) NO
MATERIALLY ADVERSE CONTRACTS, ETC. Neither the Company nor any of its
Subsidiaries is subject to any charter, corporate or other legal restriction,
or any judgment, decree or order which in the judgment of the Company’s
officers has or is expected in the future to have a Material Adverse Effect.
Neither the Company nor any of its Subsidiaries is a party to any contract or
agreement which in the judgment of the Company’s officers has or is expected to
have a Material Adverse Effect.


          (S) TAX
STATUS. The Company and each of its Subsidiaries has made or filed all income
and all other tax returns, reports and declarations required by any
jurisdiction to which it is subject (unless and only to the extent that the
Company and each of its Subsidiaries has set aside
on its books provisions reasonably adequate for the payment of all unpaid and
unreported taxes) and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be
due on such returns, reports and declarations, except those being contested in
good faith and has set aside on its books provision reasonably adequate for the
payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction,
and the officers of the Company know of no basis for any such claim.


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






          (T) CERTAIN
TRANSACTIONS. Except as set forth in the SEDAR Documents filed at least ten
(10) days prior to the date hereof and except for arm’s length transactions
pursuant to which the Company makes payments in the ordinary course of business
upon terms no less favorable than the Company could obtain from disinterested
third parties and other than the grant of stock options disclosed in the SEDAR
Documents or stock options granted in the future as contemplated by current
compensation agreements or plans disclosed in the SEDAR Documents, none of the
officers, directors, or employees of the Company is presently a party to any
transaction with the Company or any of its Subsidiaries (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.


          (U)
DILUTIVE EFFECT. The Company understands and acknowledges that the number of
shares of Common Stock issuable upon purchases pursuant to this Agreement will
increase in certain circumstances including, but not necessarily limited to,
the circumstance wherein the trading price of the Common Stock declines during
the period between the Effective Date and the end of the Open Period. The
Company’s executive officers and directors have studied and fully understand
the nature of the transactions contemplated by this Agreement and recognize
that they have a potential dilutive effect on the shareholders of the Company.
The Board of Directors of the Company has concluded, in its good faith business
judgment, and with full understanding of the implications, that such issuance is
in the best interests of the Company. The Company specifically acknowledges
that, subject to such limitations as are expressly set forth in the Equity Line
Transaction Documents, its obligation to issue shares of Common Stock upon
purchases pursuant to this Agreement is absolute and unconditional regardless
of the dilutive effect that such issuance may have on the ownership interests
of other shareholders of the Company.


          (W) NO
GENERAL SOLICITATION. Neither the Company, nor any of its affiliates, nor any
person acting on its behalf, has engaged in any form of general solicitation or
general advertising (within the meaning of Regulation D) in connection with the
offer or sale of the Common Stock to be offered as set forth in this Agreement.


          (X) NO
BROKERS, FINDERS OR FINANCIAL ADVISORY FEES OR COMMISSIONS. No brokers, finders
or financial advisory fees or commissions will be payable by the Company, its
agents or Subsidiaries, with respect to the transactions contemplated by this
Agreement, except as otherwise disclosed in this Agreement.


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


15






SECTION 5. COVENANTS OF THE COMPANY


          (A)
EFFORTS. The Company shall use all commercially reasonable
efforts to timely satisfy each of the conditions set forth in Section 8 of this
Agreement.


          (B)
BLUE SKY. The Company shall, at its sole cost and expense, on or
before each of the Closing Dates, take such
action as the Company shall reasonably determine is necessary to qualify
the Securities for, or obtain exemption for the Securities for, sale to the
Investor at each of the Closings pursuant to this Agreement under applicable
securities or “Blue Sky” laws and shall provide evidence of any such action so
taken to the Investor on or prior to the Closing Date. The Investor agrees
listing and maintaining the Company’s stock in a nationally recognized
securities manual pursuant to the Blue Sky standard manual exemption is
sufficient for this purpose.


          (C)
REPORTING STATUS. The Company will seek reporting issuer status
under the 1934 Act. Once a reporting issuer and until one of the following
occurs, the Company shall file all reports required to be filed with the SEC
pursuant to the 1934 Act, and the Company shall not terminate its status, or take
an action or fail to take any action, which would terminate its status as a
reporting company under the 1934 Act: (1) this Agreement terminates pursuant to
Section 8, or (2) the date on which the Investor has sold all the Securities;
provided that the Investor shall promptly notify the Company after the Investor
has sold all the Securities.


          (D)
USE OF PROCEEDS. The Company will use the proceeds from the sale
of the Securities (excluding amounts paid by the Company for fees as set forth
in the Equity Line Transaction Documents)
for general corporate and working capital purposes and acquisitions or assets,
businesses or operations or for other purposes that the Board of Directors, in
its good faith, deems to be in the best interest of the Company.


          (E)
FINANCIAL INFORMATION. During the Open Period, the Company agrees
to make available to the Investor via the SEC’s EDGAR website or other
electronic means the following documents
and information on the forms set forth: (1) within five (5) Trading Days after the
filing thereof with the SEC, a copy of its audited financial statements,
unaudited financial statements for the most recently completed quarter, any
current reports filed on Form 6-K and any Registration Statements or amendments
filed pursuant to the 1933 Act; and (2) copies of any notices and other
information made available or given to the shareholders of the Company
generally, contemporaneously with the making available or giving thereof to the
shareholders.


          (F)
LISTING. The Company shall promptly secure and maintain the
listing of all of the Registrable Securities (as defined in the Registration
Rights Agreement) on the Principal Market and each other national securities
exchange and automated quotation system, if any, upon which shares of Common
Stock are then listed (subject to official notice of issuance) and shall
maintain, such listing of all Registrable Securities from time to time issuable
under the terms of the Equity Line Transaction Documents. Neither the Company
nor any of its Subsidiaries shall take any action which would be reasonably
expected to result in the delisting or suspension of the Common Stock on the
Principal Market unless otherwise required by the securities laws and
regulations of Canada and the provinces and the rules and regulations of the
Principal Market or principal securities exchange or trading market. The
Company shall promptly provide to the Investor copies of any notices it
receives from the Principal Market regarding the continued eligibility of the
Common Stock for listing on such automated quotation system or securities
exchange. The Company shall pay all fees and expenses in connection with
satisfying its obligations under this Section 5(F).


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






          (G)
TRANSACTIONS WITH AFFILIATES. The Company shall not, and shall cause each of
its Subsidiaries not to, enter into, amend, modify or supplement, or permit any
Subsidiary to enter into, amend, modify or supplement, any agreement,
transaction, commitment or arrangement with any of its or any Subsidiary’s
officers, directors, persons who were officers or directors at any time during
the previous two (2) years, shareholders who beneficially own 5% or more of the
Common Stock, or Affiliates or with any individual related by blood, marriage
or adoption to any such individual or with any entity in which any such entity
or individual owns a 5% or more beneficial interest (each a “Related Party”),
except for (1) customary employment arrangements and benefit programs on
reasonable terms, (2) any agreement, transaction, commitment or arrangement on
an arms-length basis on terms no less favorable than terms which would have
been obtainable from a disinterested third party other than such Related
Party,(3) any agreement, transaction, commitment or arrangement which is
approved by a majority of the disinterested directors of the Company, or (4)
extensions or amendments of any existing employment agreement. For purposes
hereof, any director who is also an officer of the Company or any Subsidiary of
the Company shall not be a disinterested director
with respect to any such agreement, transaction, commitment or arrangement.
“Affiliate” for purposes hereof means, with respect to any person or
entity, another person or entity that, directly or indirectly, (1) has a 5% or
more equity interest in that person or entity, (2) has 5% or more common
ownership with that person or entity, (3) controls that person or entity, or
(4) is under common control with that person or entity. “Control” or “Controls”
for purposes hereof means that a person or entity has the power, directly or
indirectly, to conduct or govern the policies of another person or entity.


          (H)
CORPORATE EXISTENCE. The Company shall use all commercially reasonable efforts
to preserve and continue the corporate existence of the Company.


          (I) NOTICE
OF CERTAIN EVENTS AFFECTING REGISTRATION; SUSPENSION OF RIGHT TO MAKE A PUT.
The Company shall promptly notify the Investor upon the occurrence of any of
the following events in respect of a Registration Statement or related
prospectus in respect of an offering of the Securities: (1) receipt of any
request for additional information by the SEC or any other federal or state
governmental authority during the period of effectiveness of the Registration
Statement for amendments or supplements to the Registration Statement or
related prospectus; (2) the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of any
Registration Statement or the initiation of
any proceedings for that purpose; (3) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any
of the Securities for sale in any jurisdiction or the initiation or notice of
any proceeding for such purpose; (4) the happening of any event that makes any
statement made in such Registration Statement or related prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in the
Registration Statement, related prospectus or documents so that, in the case of
a Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the related prospectus, it will
not contain any untrue statement of a material fact or omit to state any
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; and (5) the Company’s reasonable determination that a
post-effective amendment to the Registration Statement would be appropriate,
and the Company shall promptly make available to Investor any such supplement
or amendment to the related prospectus. The Company shall not deliver to the
Investor any Put Notice during the continuation of any of the foregoing events
in this Section 5(I).


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


17






          (J)
REIMBURSEMENT. If (I) the Investor becomes involved in any capacity in any
action, proceeding or investigation brought by any shareholder of the Company,
in connection with or as a result of the consummation of the transactions
contemplated by the Equity Line Transaction Documents, or if the Investor is
impleaded in any such action, proceeding or investigation by any person (other
than as a result of a breach of the Investor’s representations and warranties set forth in this Agreement); or
(II) the Investor becomes involved in any capacity in any action,
proceeding or investigation brought by the SEC against or involving the Company
(unless the Company is involved in the action, proceeding or investigation as a
witness only) or in connection with or as a result of the consummation of the
transactions contemplated by the Equity Line Transaction Documents (other than
as a result of a breach of the Investor’s representations and warranties set
forth in this Agreement), or if this Investor is impleaded in any such action,
proceeding or investigation by any person, then in any such case, the Company
will reimburse the Investor for its actual, reasonable legal and other expenses
(including the cost of any investigation and preparation) incurred in
connection therewith, as such expenses are incurred. In addition, other than
with respect to any matter in which the Investor is a named party, the Company
will pay to the Investor the charges, as reasonably determined by the Investor,
for the time of any officers or employees of the Investor devoted to appearing
and preparing to appear as witnesses, assisting in preparation for hearings,
trials or pretrial matters, or otherwise with respect to inquiries, hearing,
trials, and other proceedings relating to
the subject matter of this Agreement. The reimbursement obligations of the
Company under this section shall be in addition to any liability which
the Company may otherwise have, shall extend upon the same terms and conditions
to any affiliates of the Investor that are actually named in such action,
proceeding or investigation, and partners, directors, agents, employees,
attorneys, accountants, auditors and controlling persons (if any), as the case
may be, of Investor and any such affiliate, and shall be binding upon and inure
to the benefit of any successors of the Company, the Investor and any such
affiliate and any such person. However, in all events, if the Investor is found
to be guilty of violations of the federal or state securities laws (or pleads “no contest” or other similar
plea or settles an investigation or pleading without a specific finding of
liability but is still subject to civil or criminal liability), the Company
will have no responsibility to pay any of the Investor’s fees and
expenses regardless of whether or not the Company is or is also found to have
liability.


          (K)
TRANSFER AGENT. Upon effectiveness of the Registration Statement, and for so
long as the Registration Statement is effective, the Company shall deliver
instructions to its transfer agent to issue Shares to the Investor that are
covered for resale by the Registration Statement free of restrictive legends,
other than as required pursuant to Canadian securities laws and the policies of
the TSX Venture Exchange as set forth in subsection 3(M)(vi).


          (L)
ACKNOWLEDGEMENT OF TERMS. The Company hereby represents and warrants to the
Investor that: (1) it is voluntarily entering into this Agreement of its own
freewill, (2) it is not entering this Agreement under economic duress, (3) the
terms of this Agreement are reasonable and fair to the Company, and (4) the
Company has had independent legal counsel of
its own choosing review this Agreement, advise the Company with respect to this
Agreement, and represent the Company in connection with this Agreement.


SECTION 6. CONDITIONS OF THE COMPANY’S OBLIGATION TO SELL. The
obligation hereunder of the Company to issue and sell the Securities to the
Investor is further subject to the satisfaction, at or before each Closing
Date, of each of the following conditions set forth below. These conditions are
for the Company’s sole benefit and may be waived by the Company at any time in
its sole discretion.


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






          (A)
The Investor shall have executed this Agreement and the
Registration Rights Agreement and delivered the same to the Company.


          (B)
The Investor shall have delivered to the Company the Purchase
Price for the Securities being purchased by the Investor between the end of the
Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached
as Exhibit D). Immediately after receipt of confirmation of delivery of such
Securities to the Investor, the Investor, by wire transfer of immediately
available funds pursuant to the wire instructions provided by the Company, will
disburse the funds constituting the Purchase Amount.


          (C)
The representations and warranties of the Investor shall be true
and correct in all material respects as of the date when made and as of the
applicable Closing Date as though made at that time and the Investor shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by the Equity Line Transaction Documents to
be performed, satisfied or complied with by the Investor on or before such
Closing Date.


          (D)
No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.


SECTION 7. FURTHER CONDITIONS OF THE INVESTOR’S OBLIGATION TO PURCHASE.
The obligation of the Investor hereunder to purchase Shares is subject to the
satisfaction, on or before each Closing Date, of each of the following
conditions set forth below.


          (A)
The Company shall have executed the Equity Line Transaction
Documents and delivered the same to the Investor.


          (B)
The Common Stock shall be
authorized for quotation on the Principal Market and trading in the
Common Stock shall not have been suspended by the Principal Market or the SEC,
unless otherwise required by the securities laws and regulations of Canada and
the provinces and the rules and regulations of the Principal Market or
principal securities exchange or trading market on which the Common Stock is
traded or listed, at any time beginning on the date hereof and through and
including the respective Closing Date.


          (C)
The representations and warranties of the Company shall be true
and correct in all material respects as of the date when made and as of the
applicable Closing Date as though made at that time and the Company shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by the Equity Line Transaction Documents to
be performed, satisfied or complied with by the Company on or before such
Closing Date. The Investor may request an update as of such Closing Date
regarding the representation contained in Section 4(C) above.


          (D)
The Company shall have executed and delivered to the Investor the
certificates representing, or have executed electronic book-entry transfer of,
the Securities (in such denominations as the Investor shall request) being
purchased by the Investor before the Pricing Period.


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


19






          (E)
The Board of Directors of the
Company shall have adopted resolutions consistent with Section 4(B)(2)
above (the “Resolutions”) and such Resolutions shall not have been amended or
rescinded prior to such Closing Date.


          (F)
No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction which prohibits the
consummation of any of the transactions contemplated by this Agreement.


          (G)
The Registration Statement shall be effective on each Closing
Date and no stop order suspending the effectiveness of the Registration
statement shall be in effect or to the Company’s knowledge shall be pending or
threatened. Furthermore, on each Closing Date (1) neither the Company nor the
Investor shall have received notice that the SEC has issued or intends to issue
a stop order with respect to such Registration Statement or that the SEC
otherwise has suspended or withdrawn the effectiveness of such Registration
Statement, either temporarily or permanently, or intends or has threatened to
do so (unless the SEC’s concerns have been
addressed and Investor is reasonably satisfied that the SEC no longer is
considering or intends to take such action), and (2) no other suspension
of the use or withdrawal of the effectiveness of such Registration Statement or
related prospectus shall exist.


          (H) At the
time of each Closing, the Registration Statement (including information or
documents incorporated by reference therein) and any amendments or supplements
thereto shall not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading or which would require public disclosure or
an update supplement to the prospectus.


          (I) The
conditions to such Closing set forth in Section 2(E) shall have been satisfied
on or before such Closing Date.


          (J) The
Company shall have certified to the Investor the number of Shares of Common
Stock outstanding when a Put Notice is given to the Investor. The Company’s
delivery of a Put Notice to the Investor constitutes the Company’s
certification of the reservation for issuance of the necessary number of shares
of Common Stock subject to a Put Notice.


SECTION 8. TERMINATION. This Agreement shall terminate upon any of the
following events:


          (A)
when the Investor has purchased an aggregate of five million
dollars $5,000,000 in the Common Stock of the Company pursuant to this
Agreement; or,


          (B)
on the date which is thirty-six (36) months after the Effective
Date; or,


          (C)
upon written notice of the Company to the Investor. Any and all
shares, or penalties, if any, due under this Agreement shall be immediately
payable and due upon termination of this Agreement.


SECTION 9. SUSPENSION. The Company’s right to cause the Investor to
purchase Shares pursuant to a Put Notice,
and the Investor’s obligation to purchase Shares under this Agreement shall
be suspended upon any of the following events, and shall remain suspended until
such event is rectified:


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






          (A) The
Common Stock ceases to be registered under the 1934 Act or listed or traded on
the Principal Market, not including a change from one exchange to another
exchange as defined by the term Principal Market. Immediately upon the
occurrence of one of the above-described events, the Company shall send written
notice of such event to the Investor.


SECTION 10. INDEMNIFICATION. In consideration of the parties’ mutual
obligations set forth in the Transaction Documents, each of the parties (in
such capacity, an “Indemnitor”) shall defend, protect, indemnify and hold
harmless the other and all of the other party’s shareholders, officers,
directors, employees, counsel, and direct or indirect investors and any of the
foregoing person’s agents or other representatives (including, without
limitation, those retained in connection with the transactions contemplated by
this Agreement) (collectively, the “Indemnitees”) from and against any and all
actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable
expenses in connection therewith (irrespective of whether any such
Indemnitee is a party to the action for which indemnification hereunder is
sought), and including reasonable attorneys’ fees and disbursements (the
“Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (A) any material misrepresentation or breach of any
representation or warranty made by the Indemnitor in the Equity Line
Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby; (B) any
material breach of any covenant, agreement or obligation of the
Indemnitor contained in the Equity Line Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby; or (C) any
cause of action, suit or claim brought or made against such Indemnitee by a
third party and arising out of or resulting from the execution, delivery,
performance or enforcement of the Equity Line Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby,
except insofar as (Y) any such misrepresentation, breach or any untrue
statement, alleged untrue statement, omission or alleged omission is made in
reliance upon and in conformity with information furnished to Indemnitor which
is specifically intended for use in the preparation of any such Registration
Statement, preliminary prospectus, prospectus or amendments to the prospectus,
(Z) any such Indemnified Liabilities resulted or arose from the breach by the
Indemnitee party hereto of any representation, warranty, covenant or agreement
of such Indemnitee contained in the Equity Line Transaction Documents or the
negligence, recklessness, willful misconduct or bad faith of such Indemnitee.
To the extent that the foregoing undertaking by the Indemnitor may be
unenforceable for any reason, the Indemnitor shall
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law. The
indemnity provisions contained herein shall be in addition to any cause of
action or similar rights Indemnitor may have, and any liabilities the
Indemnitor or the Indemnitees may be subject to.


SECTION 11. GOVERNING LAW; DISPUTES SUBMITTED TO ARBITRATION. All
disputes arising under this agreement shall be governed by and interpreted in
accordance with the laws of the Commonwealth of Massachusetts, without regard
to principles of conflict of laws. The parties to this agreement will submit
all disputes arising under this agreement to arbitration in Boston, MA before a
single arbitrator of the American Arbitration Association (“AAA”). The arbitrator shall be selected by application of
the rules of the AAA, or by mutual agreement of the parties, except that
such arbitrator shall be an attorney admitted to practice law in Commonwealth
of Massachusetts. No party to this Agreement will challenge the jurisdiction or
venue provisions as provided in this section. No party to this agreement will
challenge the jurisdiction or venue provisions as provided in this section. Nothing
contained herein shall prevent the party from obtaining an injunction.


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


21






SECTION 12. LEGAL EXPENSES; FEE SHARES AND MISCELLANEOUS EXPENSES.
Except as otherwise set forth in the Equity Line Transaction Documents, each
party shall pay the fees and expenses of its advisers, counsel, the accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance
of this Agreement. Any attorneys’ fees and expenses incurred by either the
Company or the Investor in connection with the preparation, negotiation,
execution and delivery of any amendments to
this Agreement or relating to the enforcement of the rights of any
party, after the occurrence of any breach of the terms of this Agreement by
another party or any default by another party in respect of the transactions
contemplated hereunder, shall be paid on demand by the party which breached the
Agreement and/or defaulted, as the case may be. The Company shall pay all stamp
and other taxes and duties levied in connection with the issuance of any
Securities. The Company has paid fifteen thousand dollars ($15,000) for the
preparation of the Equity Line Transaction Documents. If the Company is not
DWAC eligible at the time of a Put Closing, there will be a $2,000 charge on
each Closing Date to cover costs associated with, but not limited to: deposit
costs, legal review fees and wire fees. If the Company is DWAC eligible at the
time of a Put Closing, there will be a $500 charge on each Closing Date.


SECTION 13. COUNTERPARTS. This Agreement may be executed in two or more
identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original
signature.


SECTION 14. HEADINGS; SINGULAR/PLURAL. The headings of this Agreement
are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. Whenever required by the context of this
Agreement, the singular shall include the plural and masculine shall include
the feminine.


SECTION 15. SEVERABILITY. If any provision of this Agreement shall be
invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction.


SECTION 16. ENTIRE AGREEMENT; AMENDMENTS. This Agreement is the FINAL
AGREEMENT between the Company and the Investor with respect to the terms and
conditions set forth herein, and, the terms of this Agreement may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the Parties. No provision of this Agreement may be amended other
than by an instrument in writing signed by the Company and the Investor, and no
provision hereof may be waived other than by an instrument in writing signed by
the party against whom enforcement is sought. The execution and delivery of the
Equity Line Transaction Documents shall not alter the force and effect of any
other agreements between the Parties, and the obligations under those
agreements.


SECTION 17. NOTICES. Any notices 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 (A) upon receipt, when delivered
personally; (B) upon receipt, when sent by facsimile or email with the signed
document attached in PDF format (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending
party); or (C) one (1) day after deposit with a nationally recognized overnight
delivery service, in each case properly addressed to the party to receive the
same. The addresses and facsimile numbers for such communications shall be:


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






If to the Company:


NATCORE TECHNOLOGY, INC.
189 N. Water Street, Suite 700

Rochester, NY 14604

Telephone: (585) 286-9180


If to the Investor:


Dutchess
Opportunity Fund, II, LP

50 Commonwealth Avenue, Suite 2

Boston, MA 02116

Telephone: (617) 301-4700


Each party shall provide five (5) days prior written notice to the
other party of any change in address or facsimile number.


SECTION 18. NO ASSIGNMENT. This Agreement and any rights, agreements or
obligations hereunder may not be assigned, by operation of law, merger or
otherwise, and any purported assignment by a party without prior written
consent of the other party will be null and void and not binding on such other
party. Subject to the preceding sentence, all of the terms, agreements,
covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are
enforceable by, the parties and their respective successors and assigns.


SECTION 19. NO THIRD PARTY BENEFICIARIES. This Agreement is intended
for the benefit of the parties hereto and is not for the benefit of, nor may
any provision hereof be enforced by, any other person, except that the Company
acknowledges that the rights of the Investor may be enforced by its general
partner.


SECTION 20. SURVIVAL. The indemnification provisions set forth in
Section 11, shall survive each of the Closings and the termination of this
Agreement.


SECTION 21. PUBLICITY. The Company and the Investor shall consult with
each other in issuing any press releases or otherwise making public statements
with respect to the transactions contemplated hereby and no party shall issue
any such press release or otherwise make
any such public statement without the prior consent of the other party, which
consent shall not be unreasonably withheld or delayed, except that no
prior consent shall be required if such disclosure is required by law, in which
such case the disclosing party shall provide the other party with prior notice
of such public statement. The Investor acknowledges that this Agreement and all
or part of the Equity Line Transaction Documents may be deemed to be “material
contracts” as that term is defined by Item 601(b)(10) of Regulation S-K, and
that the Company may therefore be required to file such documents as exhibits
to reports or registration statements filed under the 1933 Act or the 1934 Act.
The Investor acknowledges that this Agreement and all or part of the Equity
Line Transaction Documents may be deemed to be “material contracts” as that
term is defined by Subsection 1(1) of National Instrument 51-102 Continuous Disclosure, and that the Company may
therefore be required to file such documents as exhibits to reports or
registration statements filed under the National Instrument 51-102 Continuous
Disclosure. The Investor further agrees that the status of such documents and
materials as material contracts shall be determined solely by the Company, in
consultation with its counsel.


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


23






SECTION 22. FURTHER ASSURANCES. 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 the 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.


SECTION 23. NO STRICT CONSTRUCTION. 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,
as the parties mutually agree that each has had a full and fair opportunity to
review this Agreement and seek the advice of counsel on it.


SECTION 24. REMEDIES. The Investor shall have all rights and remedies
set forth in this Agreement and the Registration Rights Agreement and all
rights and remedies which such holders have been granted at any time under any
other agreement or contract and all of the rights which the Investor has by
law. Any person having any rights under any provision of this Agreement shall
be entitled to enforce such rights specifically (without posting a bond or
other security), to recover damages by reason of any default or breach of any
provision of this Agreement, including the recovery of reasonable attorneys
fees and costs, and to exercise all other rights granted by law.


SECTION 25. PAYMENT SET ASIDE. To the extent that the Company makes a
payment or payments to the Investor hereunder or under the Registration Rights
Agreement or the Investor enforces or exercises its rights hereunder or
thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set
aside, recovered from, disgorged by or are required to be refunded,
repaid or otherwise restored to the Company, a trustee, receiver or any other
person under any law (including, without limitation, any bankruptcy law, state
or federal law, common law or equitable cause of action), then to the extent of
any such restoration the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.


SECTION 26. NON-DISCLOSURE OF NON-PUBLIC INFORMATION AFTER REGISTRATION
STATEMENT IS EFFECTIVE.


          (A)
The Company shall not disclose non-public information concerning
the Company to the Investor, its advisors, or its representatives.


          (B)
Nothing herein shall require the Company to disclose non-public
information to the Investor or its advisors or representatives, provided,
however, that notwithstanding anything herein to the contrary, the Company
will, as hereinabove provided, immediately notify the advisors and
representatives of the Investor and, if any, underwriters, of any event or the
existence of any circumstance (without any obligation to disclose the specific
event or circumstance) of which it becomes aware, constituting non-public
information (whether or not requested of the Company specifically or generally
during the course of due diligence by such persons or entities), which, if not
disclosed in the prospectus included in the Registration Statement would cause such prospectus to include
a material misstatement or to omit a material


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015






fact required to be stated therein in order to make the statements,
therein, in light of the circumstances in which they were made, not misleading.
Nothing contained in this Section 29 shall be construed to mean that such
persons or entities other than the Investor (without the written consent of the
Investor prior to disclosure of such information) may not obtain non-public
information in the course of conducting due diligence in accordance with the
terms of this Agreement and nothing herein shall prevent any such persons or
entities from notifying the Company of their opinion that based on such due
diligence by such persons or entities, that the Registration Statement contains
an untrue statement of material fact or omits a material fact required to be stated
in the Registration Statement or necessary to make the statements contained
therein, in light of the circumstances in which they were made, not misleading.


SECTION 27. PRICING OF COMMON STOCK. For purposes of this Agreement,
the VWAP of the Common Stock shall be as reported on a direct feed service.


SECTION 28. ACKNOWLEDGEMENTS OF THE PARTIES. Notwithstanding anything
in this Agreement to the contrary, the parties hereto hereby acknowledge and
agree to the following: (A) the Investor makes no representations or covenants
that it will not engage in trading in the securities of the Company, other than
the Investor will not sell short any of the Company’s common stock at any time
during a Pricing Period; (B) the Company shall, by 8:30 a.m. Eastern Time on the
fourth Trading Day following the date hereof, file a current report on Form 6-K
disclosing the material terms of the transactions contemplated hereby and in
the other Equity Line Transaction Documents; (C) the Company has not and shall
not provide material non-public information to the Investor unless prior
thereto the Investor shall have executed a written agreement regarding the
confidentiality and use of such information; and (D) the Company understands
and confirms that the Investor will be relying on the acknowledgements set
forth in clauses (A) through (C) above if the Investor effects any transactions
in the securities of the Company.


[Signature Page Follows]


 


 


 


 


 


NTCXF.INVESTMENT
AGREEMENT.AUGUST.2015


25






SIGNATURE PAGE OF INVESTMENT AGREEMENT


          Your
signature on this Signature Page evidences your agreement to be bound by the
terms and conditions of the Investment Agreement as of the date first written
above.


          The
undersigned signatory hereby certifies that he has read and understands the
Investment Agreement, and the representations made by the undersigned in this
Investment Agreement are true and accurate, and agrees to be bound by its
terms.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DUTCHESS OPPORTUNITY FUND, II, L.P.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
           

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Douglas H. Leighton

 	
  

 
	
  

 	
  

 	
 Managing Member of:

 	
  

 
	
  

 	
  

 	
 Dutchess Capital Management, II, LLC

 	
  

 
	
  

 	
  

 	
 General Partner to:

 	
  

 
	
  

 	
  

 	
 Dutchess Opportunity Fund, II, LP

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NATCORE TECHNOLOGY, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
           

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
 Charles R. Provini

 	
  

 
	
  

 	
  

 	
 President
 & CEO

 	
  

 


 


NTCXF.INVESTMENT
AGREEMENT.AUGUST 2015









	
  

 	
  

 	
  

 	
  

 
	
 LIST OF EXHIBITS

 	
  

 	
  

 
	 

 	
  

 	
  

 
	
 EXHIBIT A

 	
  

 	
  

 	
 Registration
 Rights Agreement

 
	
 EXHIBIT B

 	
  

 	
  

 	
 U.S. Accredited Investor Certificate

 
	
 EXHIBIT C

 	
  

 	
  

 	
 Put Notice

 
	
 EXHIBIT D

 	
  

 	
  

 	
 Put
 Settlement Sheet

 










EXHIBIT A


REGISTRATION RIGHTS AGREEMENT


(Attached)


 


 


 


 


 


 


A-1






EXHIBIT B


U.S. ACCREDITED INVESTOR
CERTIFICATE


 


 


 


 


 


 


B-1






EXHIBIT C


FORM OF PUT NOTICE


Date: ________________


RE: Put Notice Number ______


Dear Mr. Leighton:


This is to inform you that as of today, NATCORE TECHNOLOGY, INC. a British
Columbia corporation (the “Company”),
hereby elects to exercise its right pursuant to the Investment Agreement
entered into with Dutchess Opportunity Fund II, LP (“Dutchess”) to require
Dutchess to purchase shares of its common stock. The Company hereby certifies
that:


1. The undersigned is the duly elected _______________ of the Company.


2. There are no fundamental
changes to the information set forth in the Registration Statement which would
require the Company to file a post-effective amendment to the Registration
Statement.


3. The Company has performed in all material respects all covenants and
agreements to be performed by the Company and has complied in all
material respects with all obligations and conditions contained in this Agreement on or prior to the Put Notice
Date, and shall continue to perform in all material respects all covenants
and agreements to be performed by the Company through the applicable Put Date.
All conditions to the delivery of this Put Notice are satisfied as of the date
hereof.


4. The undersigned hereby
represents, warrants and covenants that it has made all filings required to be
made by it pursuant to applicable securities laws. All filings and other public
disclosures made by the Company, including, without limitation, all press
releases, analysts meetings and calls, etc. (collectively, the “Public
Disclosures”), have been reviewed and approved for release by the Company’s
attorneys and, if containing financial information, the Company’s independent
certified public accountants. None of the Company’s Public Disclosures contain
any untrue statement of a material fact or omit to state any 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.


5. The amount of this put is up to $ __________________.


6. The Pricing Period runs from _______________ until _______________.


7. The current number of shares
issued and outstanding as of the Company are: _______________


8. The number of shares
currently available for resale pursuant to the Registration Statement on Form
F-1 for the Equity Line are: _______________.


9. The Company shall transfer to the Investor
_______________ Deposit Shares.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NATCORE
 TECHNOLOGY, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 










EXHIBIT D


FORM OF PUT SETTLEMENT SHEET


Date: _______________


RE: NATCORE, INC.


Dear _______________:


Pursuant to the Put given by NATCORE
TECHNOLOGY, INC. to Dutchess Opportunity Fund, II, LP on ____________
20__, we are now submitting the amount of common shares sold.


          XXXXXX


The Remaining Deposit shares are ______________
..


Please sign below and we will have the funds wired to the Company.


Regards,


 


Douglas H. Leighton









	
  

 	
  

 	
  

 
	
 DATE

 	
  

 	
 PRICE

 
	 

 	
  

 	 

 
	
 Date of Day 1

 	
  

 	
 VWAP of Day 1

 
	
 Date of Day 2

 	
  

 	
 VWAP of Day 2

 
	
 Date of Day 3

 	
  

 	
 VWAP of Day 3

 
	
 Date of Day 4

 	
  

 	
 VWAP of Day 4

 
	
 Date of Day 5

 	
  

 	
 VWAP of Day 5

 


 


 


 


	
  

 
	
 LOWEST VWAP
 IN PRICING PERIOD     ______________________

 
	
  

 
	
 PUT AMOUNT     __________________

 
	
  

 
	
 PURCHASE PRICE (NINETY-FIVE PERCENT
 (95%))     _________________________

 
	
  

 
	
 AMOUNT OF
 SHARES SOLD     ________________________

 
	
  

 
	
 DEPOSIT
 SHARES BALANCE FORWARD

 
	 

 
	
  

 
	
 DEPOSIT
 SHARES BALANCE

 
	 

 


The undersigned has completed this Put as of this ___ th day of ____________,
20__.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NATCORE
 TECHNOLOGY, INC.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	 

 	
  

 


 


 


 


 


 


 


 


NTCXF.INVESTMENT AGREEMENT.AUGUST 2015