UNITED STATES


REGISTRATION RIGHTS AGREEMENT


          Registration
Rights Agreement (the “Agreement”), dated as of August 21, 2015, by and
between Natcore Technology, Inc., a corporation organized under the laws of
British Columbia (the “Company”) and Dutchess Opportunity Fund, II, LP,
a Delaware Limited Partnership (the “Investor”).


          Whereas,
in connection with the Investment Agreement by and between the Company and the
Investor of this date (the “Investment Agreement”), the Company has
agreed to issue and sell to the Investor up to $5,000,000 in value payable in
shares of the Company’s Common Stock, no par value per share (the “Common
Stock”), to be purchased pursuant to the terms and subject to the
conditions set forth in the Investment Agreement; and


          Whereas,
to induce the Investor to execute and deliver the Investment Agreement, the
Company has agreed to provide certain registration rights under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the “1933 Act”), and applicable
state securities laws, with respect to the shares of Common Stock issuable
pursuant to the Investment Agreement.


          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 promises and the mutual covenants
contained hereinafter and other good and valuable consideration, the receipt
and sufficiency of which are 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:


          “Execution
Date” means the date of this Agreement set forth above.


          “Person”
means a corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.


          “Principal
Market” shall mean 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 of the
Company is listed.


          “Register,”
“Registered,” and “Registration” refer to the Registration
effected by preparing and filing one (1) or
more Registration Statements in compliance with the 1933 Act, or pursuant
to Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous basis (“Rule 415”), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United
States Securities and Exchange Commission (the “SEC”).


          “Registrable
Securities” means (i) the shares of Common Stock issued or issuable
pursuant to the Investment Agreement, (ii) any shares of capital stock issued
or issuable with respect to such shares of Common Stock, if any, as a result of
any stock split, stock dividend, recapitalization, exchange or similar event or
otherwise, which have not been (x) included in the Registration Statement that
has been declared effective by the SEC, or (y) sold under circumstances meeting
all of the applicable conditions of Rule 144 (or any similar provision then in
force) under the 1933 Act.


RSSFF.REGISTRATION.RIGHTS.AUGUST.2015






          “Registration
Statement” means the registration statement or statements of the Company
filed under the 1933 Act covering the Registrable Securities.


          All
capitalized terms used in this Agreement and not otherwise defined herein shall
have the same meaning ascribed to them as in the Investment Agreement.


Section 2. REGISTRATION.


          (a) Subject to Section 3(g), the
Company shall, within twenty-one (21) days after the date of this Agreement,
file with the SEC the Registration Statement or Registration Statements (as is
necessary) on Form F-1 (or, if such form is unavailable for such a
registration, on such other form as is available for such registration),
covering the resale of all of the Registrable Securities, which Registration
Statement(s) shall state that, in accordance with Rule 416 promulgated under
the 1933 Act, such Registration Statement also covers such indeterminate number of additional shares of Common Stock as
may become issuable upon stock splits, stock dividends or similar
transactions. The Company shall initially register for resale 10,000,000 shares
of Common Stock, except to the extent that the SEC requires the share amount to
be reduced as a condition of effectiveness.


Section 3. RELATED OBLIGATIONS.


          At such
time as the Company is obligated to prepare and file the Registration Statement
with the SEC pursuant to Section 2(a), the Company shall have the
following obligations with respect to the Registration Statement:


          (a) The Company shall use all
commercially reasonable efforts to cause such Registration Statement relating
to the Registrable Securities to become effective within ninety (90) days after
the date that the Registration Statement is filed and shall keep such
Registration Statement effective until the
earlier to occur of the date on which (A) the Investor shall have sold all
the Registrable Securities; or (B) the Company has no right to sell any
additional shares of Common Stock under the Investment Agreement (the “Registration
Period”). The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein, or necessary to make the statements therein, in light of
the circumstances in which they were made, not misleading. The Company shall
use all commercially reasonable efforts to respond to all SEC comments within
ten (10) business days from receipt of such comments by the Company. The
Company shall use all commercially reasonable efforts to cause the Registration
Statement relating to the Registrable Securities to become effective no later
than five (5) business days after notice from the SEC that the Registration
Statement may be declared effective. The Investor agrees to provide all information which it is required by law to
provide to the Company, including the intended method of disposition of
the Registrable Securities, and the Company’s obligations set forth above shall
be conditioned on the receipt of such information.


          (b) The Company shall prepare
and file with the SEC such amendments (including post-effective amendments) and
supplements to the Registration Statement and the prospectus


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


2






used in connection with such Registration
Statement, which prospectus is to be filed pursuant to Rule 424
promulgated under the 1933 Act, as may be necessary to keep such Registration
Statement effective during the Registration Period, and, during such period,
comply with the provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration
Statement until such time as all of such Registrable Securities shall have been
disposed of in accordance with the intended methods of disposition by the
Investor thereof as set forth in such Registration Statement. In the event the
number of shares of Common Stock covered by the Registration Statement filed
pursuant to this Agreement is at any time insufficient to cover all of the
Registrable Securities, the Company shall amend such Registration Statement, or
file a new Registration Statement (on the short form available therefor, if
applicable), or both, so as to cover all of the Registrable Securities, in each
case, as soon as practicable, but in any event within fifty (50) calendar days
after the necessity therefor arises (based on the then Purchase Price of the
Common Stock and other relevant factors on which the Company reasonably elects
to rely), assuming the Company has sufficient authorized shares at that time,
and if it does not, within fifty (50) calendar days after such shares are
authorized. The Company shall use commercially reasonable efforts to cause such amendment and/or new Registration Statement
to become effective as soon as practicable following the filing thereof.


          (c) The Company shall make
available to the Investor whose Registrable Securities are included in any
Registration Statement and its legal counsel without charge (i) if requested by the Investor, promptly after the same is
prepared and filed with the SEC at least one (1) copy of such
Registration Statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference and
all exhibits, the prospectus included in such Registration Statement (including
each preliminary prospectus) and, with regards
to such Registration Statement(s), any correspondence by or on behalf of the
Company to the SEC or the staff of the SEC and any correspondence from
the SEC or the staff of the SEC to the Company or its representatives; and (ii)
upon the effectiveness of any Registration Statement,
the Company shall make available copies of the prospectus, via EDGAR, included
in such Registration Statement and all amendments and supplements
thereto.


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


          (e) As promptly as
practicable after becoming aware of such event, the Company shall notify the
Investor in writing of the happening of any event as a result of which the


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


3






prospectus included in the Registration Statement, as then in effect,
includes an untrue statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading
(“Registration Default”) and use all diligent efforts to promptly prepare a
supplement or amendment to such Registration Statement and take any other
necessary steps to cure the Registration Default (which, if such Registration
Statement is on Form S-3, may consist of a document to be filed by the Company
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act (as
defined below) and to be incorporated by reference in the prospectus) to
correct such untrue statement or omission, and make available copies of such
supplement or amendment to the Investor. The Company shall also promptly notify
the Investor (i) when a prospectus or any prospectus supplement or
post-effective amendment has been filed, and when the Registration Statement or
any post-effective amendment has become effective; (ii) of any request by the
SEC for amendments or supplements to the Registration Statement or related
prospectus or related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to the Registration Statement
would be appropriate, (iv) in the event the Registration Statement is no longer
effective, or (v) if the Registration Statement is stale as a result of the
Company’s failure to timely file its financials or otherwise. If a Registration
Default occurs during the period commencing on the Put Notice Date and ending
on the Closing Date, the Company acknowledges that its failure to cure such a
Registration Default within ten (10) business days will cause the Investor to
suffer damages in an amount that will be difficult to ascertain.


          (f) The Company shall use all
commercially reasonable efforts to prevent the issuance of any stop order or
other suspension of effectiveness of the Registration Statement, or the
suspension of the qualification of any of the Registrable Securities for sale
in any jurisdiction and, if such an order or suspension is issued, to obtain
the withdrawal of such order or suspension at the earliest possible moment and
to notify the Investor holding Registrable Securities being sold of the
issuance of such order and the resolution thereof or its receipt of actual
notice of the initiation or threat of any proceeding concerning the
effectiveness of the Registration Statement.


          (g) The Company shall permit
the Investor and one (1) legal counsel, designated by the Investor, to review
and comment upon the Registration Statement and all amendments and supplements
thereto at least one (1) calendar day prior to their filing with the SEC.
However, any postponement of a filing of a Registration Statement or any
postponement of a request for acceleration or any postponement of the effective
date or effectiveness of a Registration Statement by written request of the
Investor (collectively, the “Investor’s Delay”) shall not act to trigger any
penalty of any kind, or any cash amount due or any in-kind amount due the
Investor from the Company under any and all agreements of any nature or kind
between the Company and the Investor. The event(s) of an Investor’s Delay shall
act to suspend all obligations of any kind or nature of the Company under any
and all agreements of any nature or kind between the Company and the Investor.


          (h) The Company shall hold in confidence
and not make any disclosure of information concerning the Investor unless (i)
disclosure of such information is necessary to comply with securities laws in
any jurisdiction to which the Company is subject, (ii) the disclosure of such
information is necessary to avoid or correct a misstatement or omission in any
Registration Statement, (iii) the release of such information is ordered
pursuant to a subpoena or other final, non-appealable order from a court or
governmental body of competent jurisdiction, (iv) such information has been
made generally available to the public other than by disclosure in violation of
this Agreement or any other agreement, or (v) the Investor has


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


4






consented to such disclosure. The Company agrees that it shall, upon
learning that disclosure of such information concerning the Investor is sought
in or by a court or governmental body of competent jurisdiction or through
other means, give prompt written notice to the Investor and allow the Investor,
at the Investor’s expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order covering such information.


          (i) The Company shall use all commercially
reasonable efforts to maintain designation and quotation of all the Registrable
Securities covered by any Registration Statement on the Principal Market. The
Company shall pay all fees and expenses in connection with satisfying its
obligation under this Section 3(i).


          (j) The Company shall provide a transfer
agent for all the Registrable Securities not later than the effective date of
the first Registration Statement filed pursuant hereto.


          (k) If requested by the Investor, the
Company shall (i) as soon as reasonably practical incorporate in a prospectus
supplement or post-effective amendment such information as the Investor
reasonably determines should be included therein relating to the sale and distribution of Registrable Securities,
including, without limitation, information with respect to the offering
of the Registrable Securities to be sold in such offering; (ii) make all
required filings of such prospectus supplement or post-effective amendment as
soon as reasonably possible after being notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably
requested by the Investor.


          (l) The Company shall use all commercially
reasonable efforts to cause the Registrable Securities covered by the
applicable Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to facilitate
the disposition of such Registrable Securities.


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


          (n) Within one (1) business day after the
Registration Statement which includes Registrable Securities is declared
effective by the SEC, the Company shall deliver to the transfer agent for such
Registrable Securities, with copies to the Investor, a written notification
that such Registration Statement has been declared effective by the SEC.


Section 4. OBLIGATIONS OF THE INVESTOR.


          (a)
At least five (5) calendar days prior to the first anticipated filing date of
the Registration Statement the Company shall notify the Investor in writing of
the information the Company requires from the Investor for the Registration
Statement. It shall be a condition precedent to the obligations of the Company
to complete the registration pursuant to this Agreement with respect to the
Registrable Securities and the Investor agrees to furnish to the Company that
information regarding itself, the Registrable Securities and the intended
method of disposition of the Registrable Securities as shall reasonably be
required to effect the registration of the resale of such Registrable
Securities and the Investor shall execute such documents in connection with
such registration as the Company may reasonably request. The Investor covenants
and agrees that, in connection with any sale of Registrable Securities by it
pursuant to the Registration Statement, it shall comply with the “Plan of
Distribution” section of the then current prospectus relating to such
Registration Statement.


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


5






          (b)
The Investor, by its acceptance of the Registrable
Securities, agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any Registration
Statement hereunder.


          (c)
The Investor agrees that, upon receipt of written
notice from the Company of the happening of
any event of the kind described in Section
3(f) or the first sentence of Section
3(e), the Investor will immediately discontinue disposition
of Registrable Securities pursuant to any Registration Statement(s) covering the resale of such
Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended prospectus contemplated by Section 3(f) or the first
sentence of Section 3(e).


Section 5. EXPENSES OF REGISTRATION.


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. All reasonable expenses, other than underwriting
discounts and commissions and other than as set forth in the Investment
Agreement or herein, incurred in connection with registrations including
comments, filings or qualifications pursuant to Section 2 and Section 3,
including, without limitation, all registration, listing and qualifications
fees, printing and accounting fees, and fees and disbursements of counsel for
the Company shall be paid by the Company.


Section 6. INDEMNIFICATION.


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


          (a)
To the fullest extent permitted by law, the Company, under this Agreement,
will, and hereby does, indemnify, hold harmless and defend the Investor, the
directors, officers, partners, employees, counsel, agents, representatives of, and
each Person, if any, who controls, the Investor within the meaning of the 1933
Act or the Securities Exchange Act of 1934, as amended (the “1934 Act”)
(each, an “Indemnified Person”), against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, attorneys’ fees, amounts paid in settlement or expenses,
joint or several (collectively, “Claims”), incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding,
investigation or appeal taken from the foregoing by or before any court or
governmental, administrative or other regulatory agency, body or the SEC,
whether or not an indemnified party is or may be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims
(or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a material fact in the Registration Statement or any
post-effective amendment thereto or in any filing made in connection with the
qualification of the offering under the securities or other “blue sky” laws of
any jurisdiction in which the Investor has requested in writing that the
Company register or qualify the Shares (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which the statements therein were made, not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact
contained in the final prospectus for the offer of the Registrable Securities
(as amended or supplemented, if the Company files any


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


6






amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement (the matters in the foregoing
clauses (i) through (iii) being, collectively, “Violations”). Subject to
the restrictions set forth in Section 6(c) the Company shall reimburse
each Indemnified Person, promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim arising out of or based upon a Violation which
is due to the inclusion in the Registration Statement of the information
furnished to the Company by any Indemnified Person expressly for use in
connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (ii) shall not be available to the
extent such Claim is based on (A) a failure of the Investor to deliver or to
cause to be delivered the prospectus made available by the Company; (B) the
Indemnified Person’s use of an incorrect prospectus despite being promptly
advised in advance by the Company in
writing not to use such incorrect prospectus; (C) the manner of sale of
the Registrable Securities by the Investor or of the Investor’s failure to
register as a dealer under applicable securities laws; (D) any omission of the
Investor to notify the Company of any material fact that should be stated in
the Registration Statement or prospectus relating to the Investor or the manner
of sale; (E) any act or omission of the Investor constituting a “disqualifying
event” as defined under Rule 506(b) through (e) of Regulation D of the 1933 Act
as amended and (F) any amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the resale of the Registrable Securities
by the Investor pursuant to the Registration Statement and shall not be
available to the extent the Claim arises out of the gross negligence or willful
misconduct of the Indemnified Person.


          (b)
In connection with any Registration Statement in which the Investor is
participating, the Investor agrees to severally and jointly indemnify, hold
harmless and defend, to the same extent and in the same manner as is set forth
in Section 6(a), the Company, each of its directors, officers,
employees, counsel, agents and representatives and each Person, if any, who
controls the Company within the meaning of the 1933 Act or the 1934 Act (each,
an “Indemnified Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case to the extent, and only to the extent, that such Violation is due to (i) the inclusion
in the Registration Statement of the written information furnished to
the Company by the Investor expressly for use in connection with such Registration Statement; (ii) a failure of the
Investor to deliver or to cause to be delivered the prospectus made
available by the Company or the Investor’s use of an incorrect prospectus
despite being timely advised by the Company in writing not to use such
incorrect prospectus; (iii) the Investor’s failure to register as a dealer under
applicable securities laws; (iv) the Investor’s gross negligence or willful
misconduct; or (v) any omission of the Investor to notify the Company of any
material fact that should be stated in the Registration Statement or prospectus
relating to the Investor or the manner of sale; and, subject to Section 6(c),
the Investor will reimburse any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such Claim; provided,
however, that the


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


7






indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Investor, which consent shall not be
unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the resale of the Registrable Securities by the Investor
pursuant to the Registration Statement.


          (c)
Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the commencement of
any action or proceeding (including any governmental action or proceeding)
involving a Claim, such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under
this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that an Indemnified Person or Indemnified Party, as the case
may be, shall have the right to retain its own counsel with the fees and
expenses to be paid by the indemnifying party, if, in the reasonable opinion of
counsel retained by the Indemnified Person or Indemnified Party, the
representation by counsel of the Indemnified Person or Indemnified Party and
the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and
any other party represented by such counsel in such proceeding. The
indemnifying party shall pay for only one (1) separate legal counsel for the
Indemnified Persons or the Indemnified Parties, as applicable, and such counsel
shall be selected by the Investor, if the Investor is entitled to
indemnification hereunder, or the Company, if the Company is entitled to
indemnification hereunder, as applicable. The Indemnified Party or Indemnified
Person shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action
or Claim by the indemnifying party and shall furnish to the indemnifying
party all information reasonably available to the Indemnified Party or
Indemnified Person which relates to such action or Claim. The indemnifying
party shall keep the Indemnified Party or Indemnified Person fully apprised at
all times as to the status of the defense or any settlement negotiations with
respect thereto. No indemnifying party shall be liable for any settlement of
any action, claim or proceeding affected without its written consent; provided,
however, that the indemnifying party shall not unreasonably withhold, delay or
condition its consent. No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such Claim. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party
or Indemnified Person with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this Section
6, except to the extent that the indemnifying party is prejudiced in its
ability to defend such action.


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


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


8






Section 7. CONTRIBUTION.


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


Section 8. NO ASSIGNMENT OF REGISTRATION
RIGHTS.


          This
Agreement and the rights, agreements or obligations hereunder may not be
assigned, by operation of law, merger or otherwise, and without the prior
written consent of the other party hereto, 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 9. AMENDMENT OF REGISTRATION
RIGHTS.


          The
provisions of this Agreement may be amended only with the written consent of
the Company and the Investor.


Section 10. MISCELLANEOUS.


          (a) 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 (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile or email with
the signed document attached in PDF format (provided a confirmation of
transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) 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:


	
  

 	
  

 
	
  

 	
 If to the Company:

 
	
  

 	
  

 
	
  

 	
 NATCORE TECHNOLOGY, INC.

 
	
  

 	
 189 N. Water
 Street,

 
	
  

 	
 Rochester, NY 14604-1163

 
	
  

 	
 (585)
 286-9180

 
	
  

 	
  

 
	
  

 	
 If to the Investor:

 
	
  

 	
  

 
	
  

 	
 Dutchess Opportunity Fund, II, LP

 
	
  

 	
 50 Commonwealth Ave, Suite 2

 
	
  

 	
 Boston, MA
 02116

 
	
  

 	
 Telephone: (617) 301-4700

 


NTCXF.REGISTRATION.RIGHTS.AUGUST.2015


9






          Each party
shall provide five (5) business days prior notice to the other party of any
change in address, phone number, facsimile number ore-mail address.


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


          (c)
This Agreement and the Investment Agreement constitute
the entire agreement among the parties hereto with respect to the subject
matter hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein.


          (d)
This Agreement and the Investment Agreement supersede
all prior agreements and understandings among the parties hereto with respect
to the subject matter hereof and thereof.


          (e)
The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
Whenever required by the context of this Agreement, the singular shall include
the plural and masculine shall include the feminine. This Agreement shall not
be construed as if it had been prepared by one of the parties, but rather as if
all the parties had prepared the same.


          (f)
This Agreement may be executed in two or more
identical counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same
agreement. This Agreement, once executed by a party, may be delivered to
the other party hereto by facsimile
transmission or by e-mail delivery of a PDF format of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.


          (g)
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.


          (h)
In case any provision of this Agreement is held by a court of competent
jurisdiction to be excessive in scope or otherwise invalid or unenforceable,
such provision shall be adjusted rather than voided, if possible, so that it is
enforceable to the maximum extent possible, and the validity and enforceability
of the remaining provisions of this Agreement will not in any way be affected
or impaired thereby.


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,
Massachusetts 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 the Commonwealth of
Massachusetts. 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.REGISTRATION.RIGHTS.AUGUST.2015


10







SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT


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


          The
undersigned signatory hereby certifies that he has read and understands the
Registration Rights Agreement, and the representations made by the undersigned
in this Registration Rights 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

 	
  

 


 


 


 


 


 


 


Signature Page
to Registration Rights Agreement