UNITED STATES


FIRST AMENDMENT TO LEASE AGREEMENT


          THIS FIRST AMENDMENT TO LEASE
AGREEMENT(this “First Amendment”) is made and entered
into as of this 1st day of March, 2013 (the “Effective Date”) by and
between EASTMAN KODAKCOMPANY, a New Jersey corporation (“Landlord”) and NATCORE
TECHNOLOGY, INC., a
Delaware corporation (“Tenant”).


WITNESSETH:


          WHEREAS, pursuant to that certain
Lease Agreement between Landlord and Tenant dated as of July 18, 2011
(the “Original Lease” and together with this First Amendment, the “Lease”),
Tenant currently leases from Landlord
approximately 4,053 usable square feet of space located on the first floor of that certain building known as Building 308,
located at the manufacturing plant known as Eastman Business Park, in the City
of Rochester, County of Monroe, and the State of New York; and


          WHEREAS, Tenant desires and Landlord has agreed to allow
Tenant to occupy additional space and to extend the Lease Term; and


          WHEREAS, the Original Lease requires Landlord to provide
Tenant with certain utilities upon the terms and conditions more
particularly described in the Original Lease; and


          WHEREAS, Landlord has entered into a contract with RED-
Rochester, LLC (“RED”) to sell its utility business; and


          WHEREAS, subject to the terms and conditions of this First
Amendment, Landlord and Tenant desire
to amend the terms of the Original Lease to: (i) expand the Premises; (ii)
extend the Lease Term; and (iii)
reflect changes in the utility charges and method of calculating such utility
charges resulting from the above-referenced sale.


          NOW, THEREFORE, in consideration of the mutual promises contained herein and other
good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged by the parties hereto, Landlord
and Tenant agree to amend the Original Lease as follows:


           1. PREMISES.
The first sentence of Section 1(a) of the Original Lease entitled “Definition of the Premises” is hereby deleted in its entirety
and replaced with the following:


               Landlord
hereby leases unto Tenant and Tenant hereby accepts from Landlord, approximately 19,376 usable square feet of space
(the “Premises”) located in that certain building known as Building 308 (the
“Building”), located at the manufacturing plant known as Eastman Business Park (“EBP”),
in the Town of Greece, County of Monroe and State of New York.


          2. SUBSTITUTION OF
EXHIBIT A.
Exhibit A attached to the Lease is hereby deleted in its entirety and replaced with EXHIBIT A-1 attached hereto and made a part hereof.


          3. TERM.


               (a)
The Lease Term is hereby extended until the earlier of (i) June 30, 2015; or
(ii) the earlier termination or
cancellation of the Lease, in accordance with the terms of the Lease. All references to “Expiration Date” in the Original
Lease shall mean the Expiration Date, as extended by this Section 3 of
this First Amendment.


1






               (b) Section 2(c) of the Original Lease is hereby
deleted in its entirety.


          4.
RENT. Beginning on June 1, 2013, the Base Rent set forth in Section 4(a) of
the Original Lease shall increase to ONE HUNDRED
THREE THOUSAND SIX HUNDRED DOLLARS AND 34/100 ($103,596.00) per year, payable in equal monthly installments of EIGHT THOUSAND SIX HUNDRED THIRTY
THREE DOLLARS AND 00/100 ($8,633.00).


          5.
SUBSTITUTION OF
EXHIBIT D. Effective for Utility
Services provided after the last meter
read prior to the closing date of the sale of Landlord’s utility business to
RED (the “Switchover Time”), EXHIBIT D attached to the Lease (the
“Existing Exhibit D”) shall be replaced with EXHIBIT
D-l attached to this
Amendment (the “Substitute Exhibit D”). For Utility Services provided through
the Switchover Time, the charges
shall be determined in accordance with the Existing Exhibit D; provided, if the closing date of the sale of Landlord’s
utility business to RED (the “Closing Date”) occurs on or prior to May 31, 2013 there shall be no reconciliation
as contemplated by paragraph 4 of the Existing Exhibit D with respect to the period from the last meter
read prior to January 1, 2013 through the Switchover Time (the “Stub Period”), otherwise, there shall be a
reconciliation as contemplated by paragraph 4 of the Existing Exhibit D with respect to the Stub
Period where the references to “calendar year” in such paragraph 4 shall mean the Stub Period. Landlord
shall provide Tenant with written notice promptly following the Closing Date, which written notice
shall set forth the date on which the Substitute Exhibit D has taken effect. Failure to send such notice
shall not affect the validity of this Amendment.


          6.
RATIFICATION. Except as
modified herein, all other terms and conditions of the Original Lease shall remain unchanged and in full force and effect and
are hereby ratified and confirmed by the parties hereto.


          7.
CAPITALIZED TERMS; CONFLICT WITH LEASE. Except as expressly
provided herein, all capitalized terms used
herein shall have the meanings ascribed to them in the Original Lease. Any inconsistencies or conflicts between the terms and
provisions of the Original Lease and the terms and provisions of this Amendment
shall be resolved in favor of the terms and provisions of this Amendment.


          8.
MODIFICATION. This
Amendment shall not be modified except in writing signed by both parties.


          9. COUNTERPARTS.
This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of
this Amendment and all of which, when taken together, will be deemed to
constitute one and the same agreement.


          10. NO ASSUMPTION. Nothing herein is intended or shall
be deemed to: (a) be an assumption or
rejection of the Original Lease pursuant to section 365 of title 11 of the
United States Code (the “Bankruptcy Code”); (b) be a determination that
the Original Lease is a postpetition lease or agreement;
or (c) impair, prejudice, waive or otherwise affect any rights of the Landlord
and its estate in connection with
the Landlord’s chapter 11 cases or under the Bankruptcy Code, including,
without limitation, the rights of the Landlord and its estate to reject the
Original Lease. For the avoidance of doubt,
the parties hereby acknowledge and agree that the Original Lease shall remain a
prepetition lease or agreement
subject to rejection under section 365 of the Bankruptcy Code by the Landlord
and its estate notwithstanding the
parties entry into this document, and in the event that the Landlord and its
estate rejects the Original Lease,
any allowed claims for damages arising from the Landlord’s rejection shall be
treated as a general unsecured claim against the Landlord’s estate in
accordance with section 365(g)(1) of the Bankruptcy Code.


2






          IN WITNESS WHEREOF, the undersigned have executed this Amendment
effective as of the Effective Date.


	
  

 	
  

 	
  

 
	
  

 	
 LANDLORD:

 
	
  

 	
  

 
	
  

 	
 EASTMAN KODAK COMPANY

 
	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
 Name:

 	
 

 
	
  

 	
 Title:

 	
 Director
 of Real Estate

 
	
  

 	
  

 
	
  

 	
 TENANT:

 
	
  

 	
  

 
	
  

 	
 NATCORE
 TECHNOLOGY, INC.

 
	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
 Name:

 	
 Charles Provini

 
	
  

 	
 Title:

 	
 President and CEO.

 


3






EXHIBIT A-l

Floor Plan Depicting the Premises


4






EXHIBIT
A-1


Eastman
Business Park, Building 308, Floor 1





 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Building

 Code

 	
  

 	
 Floor

 Code

 	
  

 	
 Room

 Code

 	
  

 	
 Room

 Area

 	
  

 	
 Room

 Cateqory

 
	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 134

 	
  

 	
 1,958.85

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 134
 A

 	
  

 	
 6,897.05

 	
  

 	
 STOR

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 135

 	
  

 	
 2,652.76

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 135
 A

 	
  

 	
 62.34

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 136

 	
  

 	
 697.27

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 136
 B

 	
  

 	
 57.91

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 137

 	
  

 	
 160.69

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 138

 	
  

 	
 141.52

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 139

 	
  

 	
 422.24

 	
  

 	
 OFF

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 140
 A

 	
  

 	
 428.21

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 141

 	
  

 	
 3,893.89

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 141
 A

 	
  

 	
 162.50

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 141
 B

 	
  

 	
 96.82

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 141
 C

 	
  

 	
 100.29

 	
  

 	
 MFG

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
  

 	
 14O

 	
  

 	
 1,644.04

 	
  

 	
 MFG

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	 

 	 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 19,376.38

 	
  

 	
 Overall Total

 



5






EXHIBIT D-l


Utility Services Charges


	
  

 	
  

 
	
 1.

 	
 Utility Services Charges. In consideration for the Utility Services
 consumed at the Building, Tenant
 shall pay charges, all as more fully described in this EXHIBIT D-l.

 
	
  

 	
  

 
	
 2.

 	
 Definitions. For the purposes of this EXHIBIT
 D-l the following terms shall have the following definitions:

 
	
  

 	
  

 
	
  

 	
  “Overhead Charge” means, with respect to each billing month, the Tenant Base Amount for
 such billing month multiplied by twenty-five percent (25%).

 
	
  

 	
  

 
	
  

 	
  “RED”
 means RED-Rochester, LLC, a Delaware limited liability company.

 
	
  

 	
  

 
	
  

 	
  “Sanitary Sewer Charges” means for each billing month an amount equal
 to $83.33 (equivalent to $1,000 per year).

 
	
  

 	
  

 
	
  

 	
  “Standard Base Rate” means, with respect to each Utility Service
 for each billing month, the rate
 reported by RED as the standard average rate per unit for such Utility
 Service with respect to such
 billing month charged by RED to customers of Eastman Business Park generally.

 
	
  

 	
  

 
	
  

 	
  “Tenant Base Amount” means, with respect to each billing month, the
 sum of the results of the Standard
 Base Rate with respect to each Utility Service for such billing month
 multiplied by the number of units
 of such Utility Service consumed or deemed to be consumed by Tenant during such
 billing month.

 
	
  

 	
  

 
	
  

 	
  “Utility Services Charges” means the charges payable by Tenant for
 Utility Services as determined in accordance with paragraph 4 of this EXHIBIT D-l.

 
	
  

 	
  

 
	
 3.

 	
 Usage Determination. Tenant’s consumption of each of the Utility
 Services shall be computed in
 accordance with meters measuring actual delivery of such Utility Service to
 the Premises, or if no such meter exists, then in accordance with the
 reasonable estimate of Landlord based on the meters measuring the actual delivery of such Utility Service to the
 Building or portion of the Building in which the Premises is located or, if
 no such meter exists, based upon Landlord’s reasonable estimate derived in a manner similar to Landlord’s
 estimates for allocation of Utility Services
 charges to other occupants of the Building or other adjacent buildings in
 Eastman Business Park.

 
	
  

 	
  

 
	
 4.

 	
 Utility Services Charges. For each billing month, the Utility Services
 Charges shall be equal to the
 Tenant Base Amount for such billing month, the Overhead Charge for such
 billing month and the Sanitary Sewer Charges for such billing month.

 
	
  

 	
  

 
	
 5.

 	
 Operating
 Dividend. Landlord shall credit to Tenant a pro rata
 portion, based on utility consumption and
 the Standard Base Rates during the relevant period, of each operating
 dividend actually received by
 Landlord from RED. Landlord shall credit such amount to Tenant on the invoice issued to Tenant after the receipt by
 Landlord of the Operating Dividend from RED. For purposes of this
 paragraph 5, the date of the invoice on which Landlord receives a credit
 attributable to an Operating Dividend shall be deemed to be receipt by
 Landlord of such Operating Dividend.

 






	
  

 	
  

 
	
 6.

 	
 Calculations.
 The number of units of wastewater treatment and sewer provided to Tenant
 during any billing month shall be deemed
 to be the number of units of process water provided to Tenant during
 such billing month. A billing month that straddles two calendar quarters or
 two calendar years shall be deemed to
 occur in the calendar quarter or calendar year in which the majority of the
 days comprising such billing month fall.

 


6