UNITED STATES


	
  

 
	
 MEMORANDUM
 OF UNDERSTANDING

 
	 

 



This
Memorandum is made the .......... 19th ........ day of... September
........, 2013


BETWEEN


          DENZO
PTY LIMITED, as trustee for the MATHEWS No 1 FAMILY TRUST an Australian Company
Number (ACN) 002 406 206 of Unit 7,
41-55 Terrigal Drive, Terrigal, NSW 2260 Australia (“Denzo”)


AND


          NATCORE
TECHNOLOGY, INC an American Company listed on the Canadian and German Stock Exchanges, of 87
Maple Avenue, Red Bank, New Jersey, 07701, United States of America (“Natcore”)


RECITALS


	
  

 	
  

 
	
 A.

 	
 Denzo Pty Limited is an Australian Company, formed in 1982, with experience in being
 involved in businesses in Australia and Internationally. Denzo has
 associations with businesses in the Carbon Reduction
 Environmental Industry. The Denzo Group has been involved in Alternative
 Fuels, Import and Export, Manufacturing, Retail Sales and Public
 Company activity.

 
	
  

 	
  

 
	
  

 	
 Denzo
 has recently signed a Terms Sheet to take over a listed Public Company on the Australian Stock Market, as an
 Option.

 
	
  

 	
  

 
	
  

 	
 It has operated in Australia, Singapore, Thailand,
 Indonesia, China, South Korea
 and the USA.

 
	
  

 	
  

 
	
 B.

 	
 Natcore Technology Inc., is a USA listed Company quoted on the Canadian and German Stock Exchanges. It is a
 research firm focused on the photovoltaic industry. The technology
 will have a significant impact on solar cells, semiconductor devices, optical
 and opto electronic components, prescriptive and protective eye wear and
 energy-saving architectural coatings,
 among other uses. The Company is in the business of investment and
 manufacturing.

 
	
  

 	
  

 
	
 C.

 	
 Denzo and Natcore will progress to endeavour to form an alliance by way of a Heads of Agreement to reflect the
 desire to cooperate in a Joint Activity to manufacture, and distribute
 products using the Natcore technology.

 


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STATEMENT OF UNDERSTANDING


1. Objective


	
  

 	
  

 
	
 1.1.

 	
 To
 determine whether there is a common interest and benefit in the two entities entering into a Heads of Agreement, to
 join together a possibility in the development, manufacturing and
 distributing of products using the Natcore technology.

 
	
  

 	
  

 
	
  

 	
 The Joint Venture will move initially with the
 technologies that are fully commercialised. Future technologies will be
 deployed as they come to hand.

 
	
  

 	
  

 
	
  

 	
 The JV will explore land costs, facility costs, labour
 costs and the export potential,
 Government assistance at a Local, State and Federal levels as well as domestic and export sales.

 
	
  

 	
  

 
	
  

 	
 The
 territory of focus will be the Asian Countries with Australia as the Headquarters for this activity.

 
	
  

 	
  

 
	
 1.2.

 	
 To clearly define and document the Rolls of the
 Parties.

 
	
  

 	
  

 
	
 1.3

 	
 To define and document the financial considerations
 for each Party.

 
	
  

 	
  

 
	
 1.4

 	
 To agree the business proposition.

 
	
  

 	
  

 
	
 1.5

 	
 To develop a vertically integrated business.

 






	
  

 	
  

 
	
 2. Terms of the Heads of Agreement

 
	
  

 
	
 2.1

 	
 The Agreement will be for the term of the business.

 
	
  

 	
  

 
	
 2.2

 	
 The
 Parties propose to sign the Heads of Agreement within 4 months of the signing of this Memorandum of Understanding
 if a mutual agreement is reached on the stated objectives.

 
	
  

 	
  

 
	
 3. Non Exclusive

 
	
  

 
	
 3.1

 	
 This
 Memorandum does not restrict or prevent either Party from continuing existing, or entering into new,
 discussions or negotiations with third Parties that may impact either
 Parties ability to progress to a Heads of Agreement.

 
	
  

 	
  

 
	
 4. The Governing Law in the
 Proposed Heads of Agreement

 
	
  

 
	
 4.1

 	
 This Agreement shall be interpreted and construed, and
 legal relations created
 therein shall be determined in accordance with the law of Australia.

 


          This
Memorandum is not intended to create, or give rise to, any legally binding relationships between the Parties. No such
legally binding relationships shall be formed unless, and except to the extent,
that an Agreement is formally signed by or on behalf of the respective
Parties.


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 SIGNED by:

 	
  

 	
 

 
	
  

 	
  

 	 

 
	
 Denzo Pty Limited

 	
  

 	
 KEN MATHEWS, Managing Director

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Witnessed
 by:

 	
  

 	
 

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 SIGNED
 by:

 	
  

 	
 

 
	
  

 	
  

 	 

 
	
 Natcore Technology, Inc.

 	
  

 	
 CHARLES PROVINI, President & CEO

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Witnessed
 by:

 	
  

 	
 Pat Zubil

 
	
  

 	
  

 	 

 


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