UNITED STATES


LEASE
AGREEMENT


DATED
AS OF JULY 18,2011


BY
AND BETWEEN


EASTMAN
KODAK COMPANY,


LANDLORD


AND


NATCORE
TECHNOLOGY, INC.,


TENANT


	
  

 
	 

 



PREMISES:


PORTION
OF EASTMAN BUSINESS PARK BUILDING 308,


ROCHESTER,
NEW YORK






LEASE
AGREEMENT


          THIS
LEASE AGREEMENT, dated as of July 18, 2011
(this “Lease” or this “Agreement”), is entered into by and between EASTMAN KODAK COMPANY, a New Jersey
corporation (“Landlord”), and NATCORE
TECHNOLOGY, INC., a Delaware corporation (“Tenant”).


1. PREMISES.


          (a)
Definition of Premises. Landlord hereby leases unto Tenant and
Tenant hereby accepts from Landlord,
approximately 4,053 usable square feet of space (the “Premises”) located on the
first floor of 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 the State of New York. Floor plans
showing the location of the Premises in the Building are attached hereto as EXHIBIT
A and made a part hereof. A map showing the location of the Building
is attached hereto as EXHIBIT B and made a part
hereof. The Premises shall also include the right to use in common with other
occupants of the Building access and delivery areas designated by Landlord from
time to time as reasonably required for the use of the Premises, cafeteria
areas (if any) and other common areas appurtenant to the Building (including
the loading docks and hallway to the south
of the Premises for access to the clean room portion of the Premises) (collectively,
the “Common Areas”), subject to reasonable rules and regulations imposed by
Landlord.


          (b)
Condition of Premises. Tenant accepts the Premises in its
present, “as-is” condition. Tenant’s taking possession of the Premises shall be
conclusive evidence against Tenant that the Premises
were in good order and satisfactory condition when Tenant took possession. No
promises of Landlord to alter, remodel, repair or improve the Premises
or the Building and, other than those expressly set forth herein, no
representations respecting the condition of the Premises or the Building have
been made by Landlord to Tenant.


2. TERM.


          (a)
Lease Term. The term of this Lease (the “Lease Term”) shall
commence on August 1, 2011 (the
“Commencement Date”), and shall end on the earlier of (i) midnight on June 30,
2013, or (ii) the earlier termination or cancellation of this Lease in
accordance with the terms hereof (the “Expiration Date”).


          (b)
Landlord’s Termination Right. If at any time during the term of
this Agreement, Landlord shall decide to sell, close or demolish the Building
of which the Premises is a part, Landlord
shall have the right to terminate this Lease at any time upon six (6) months
prior written notice to Tenant and Tenant shall surrender the Premises
to Landlord on such date in accordance with the provisions of Sections 11(d)
and 34 hereof.


          (c)
Tenant’s Renewal Right. Tenant shall have the right to renew this
Lease for up to one (1) additional term of
two (2) years (the “Renewal Term”), on the same terms and conditions


1






provided herein (except that this clause shall not
apply relative to any further renewals), by delivering written notice to
Landlord of its intent to renew no less than six (6) months prior to the
expiration of the Lease Term or the applicable Renewal Term hereof, as the case
may be, provided that at the date of
exercise of each option to renew, and on the effective date of such Renewal
Term, there is no default by Tenant in the performance of any of its
obligations under this Lease. During the Renewal Term, Tenant shall continue to
pay Base Rent as described in Section 4(a) hereof.


3. TENANT’S USE OF
AND ACCESS TO THE
PREMISES


          (a)
Permitted Uses. The Premises shall be occupied and used by Tenant
for research and development of
photovoltaic cells and related compounds and for general office purposes
associated therewith, and for no other purpose whatsoever, except as may be
reasonably agreed upon in writing by Landlord and Tenant. Tenant is
expressly prohibited from using the Premises for any purpose (including
storage) which involves any processes and/or materials (including but not
limited to any chemicals) if Landlord advises Tenant that such are reasonably
deemed by Landlord to cause any additional liability to Landlord.


          (b)
Tenant’s Access to the Premises. Subject to the security and
operating policy of Landlord, reasonable
written notice of which shall be provided to Tenant, Tenant and its employees shall
have the right of 24 hours per day, seven days per week access to the Premises.


          (c)
Restrictions on Tenant’s Activities.


               (i)
Food Service. Landlord and Tenant acknowledge that Landlord has an
exclusive agreement with certain food service providers at the Building. Tenant
shall have the right to use the food service providers selected by Landlord to
provide food services to Tenant and its employees and invitees at the Premises,
on a basis and in a manner consistent with the use of such providers by other
occupants of the Building. Tenant shall not have the right to allow other food
service providers access to the Premises.


               (ii)
Wireless Network. Tenant shall not install at the Premises any wireless
network (“Wireless Network”) without advance written consent of Landlord, which
consent shall not be unreasonably withheld. In the event Tenant desires to
install a Wireless Network, Tenant shall first submit to Landlord plans and
specifications therefor for Landlord’s review as part of Landlord’s
determination of whether to approve the Wireless Network installation. If
Landlord shall determine, in its sole
discretion, that the Wireless Network proposed to be installed by Tenant fails
to comply with Landlord’s standards for such networks in the Building or at
Kodak Park, or would cause interference with the operation of wireless or other
networks of Landlord at the Building or at Kodak Park, then Landlord shall have
the right to withhold its consent to Tenant’s proposed Wireless Network, and
such failure to consent shall not be deemed unreasonable for purposes of this
subparagraph 3(c)(ii).


          (d)
Tenant’s Rights to Use IT Facilities. During the Lease Term, at
no additional cost to Tenant, Tenant and its employees shall have the right to
use, and access to, the telecommunication facilities located in the Premises
and the Building as described below:


2






               (i)
Frame/Demarcation Room. Tenant shall have the right to have access to,
in common with Landlord, the existing frame/demarcation room (the “Demarcation
Room”) in the Building (in which the telecommunications connections from the
Building to areas outside the Building are located) from time to time upon
advance request by Tenant to Landlord. Landlord, Tenant and any other tenant or occupant having access to the
Demarcation Room shall reasonably cooperate to isolate, to the extent
reasonably possible within the Demarcation Room, each party’s equipment
and cabling located in the Demarcation Room. Landlord may require Tenant to be
escorted by a representative of Landlord to the Demarcation Room.


               (ii)
Conditions Upon Surrender. Upon the Expiration Date, Tenant shall,
subject to Sections 11(d) and 34, surrender in place to Landlord any
horizontal, Premises cabling and any riser cabling used by Tenant at the
Building, regardless of whether such cabling exists on the Commencement Date or
is later installed by Tenant.


4. RENT


(a) Base Rent. Tenant shall pay to Landlord as
base or fixed rent (the “Base Rent”), in U.S. legal tender, at the following
address: Eastman Kodak Company, 343 State Street, Rochester, New York
14650-1265, Attention: Lease Administration & Field Operations, or as
otherwise directed from time to time by Landlord’s written notice, the sum of SEVENTY
TWO THOUSAND NINE HUNDRED FIFTY FOUR AND 00/100 DOLLARS ($72,954.00) per year, such Base Rent to be paid in equal monthly installments of SIX THOUSAND SEVENTY NINE AND 50/100 DOLLARS ($6,079.50) each. The
first installment of Base Rent shall be paid on the Commencement Date and,
thereafter, each installment of Base Rent shall be paid promptly on the first
day of every calendar month of the Lease
Term, and pro rata, in advance, for any partial month, without demand, the same
being hereby waived, and without any set-off or deduction whatsoever
except as otherwise expressly provided in this Lease. Any payment required to
be made by Tenant under the provisions of
this Lease not made by Tenant when and as due shall thereupon be deemed to be
due and payable by Tenant to Landlord on demand with interest thereon at
the rate of ten percent (10%) per annum computed from the date when the
particular amount became due to the date of payment thereof to Landlord. In
addition, subject to the terms of Section 17 of this Lease, if Tenant fails to
timely pay any installment of Base Rent or Additional Rent (as hereinafter
defined), a late charge will be due and owing at the rate prescribed in Section
17 of this Lease upon any Base Rent and/or Additional Rent not paid by the
fifth (5th) business day after the date on which such Rent is due.


          (b)
Costs and Expenses Deemed Rent. All costs and expenses which
Tenant agrees to pay to Landlord pursuant
to this Lease shall be deemed additional rent (“Additional Rent”) and, in the
event of non-payment thereof, Landlord shall have all the rights and remedies
herein provided for in case of non-payment of Rent.


          (c)
Sales Tax. In the event any sales, rent or occupancy tax should
be assessed against all or part of the Base
Rent or any Additional Rent, Tenant shall reimburse Landlord for such tax as Additional
Rent hereunder within twenty (20) days of invoice by Landlord.


          (d)
Rent. The Base Rent together with the Additional Rent described
in this Section 4 will be collectively referred to herein as Rent.


3






5. SERVICES


          Except
as otherwise provided, the following services shall be provided by Landlord at
no additional cost to Tenant, except as otherwise specified in this
Section 5 below:


          (a)
Utilities. Subject to and on the terms, limitations and conditions
contained in this subsection (a) and subsections (c), (f) and (h) of this
Section 5, Tenant shall purchase from Landlord
and Landlord shall use its reasonable efforts to supply to Tenant at the
Premises the utility services (the “Utility Services”) listed below in the
quantities and at the times reasonably requested by Tenant; and
furthermore provided that Landlord shall apply commercially reasonable efforts
to, in the case of service interruption, restore services to Tenant at the
Premises. Landlord shall be responsible for delivering such Utility Services to
the point of entry at the Premises, and Landlord shall maintain, at Landlord’s
cost and expense, all necessary infrastructure to make such deliveries to the
point of entry at the Premises. Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all costs, expenses, liabilities and
damages of any kind (including reasonable attorneys’ fees) resulting from
damage or injury of any kind to Tenant’s property located at the Premises, or
to Tenant’s employees, agents, contractors or invitees or their property while located at the Premises, arising in connection
with Landlord’s providing of the services listed below in this
subsection (a), except to the extent directly resulting from the gross
negligence or willful misconduct of Landlord, its employees or agents.


               (i)
Steam. Landlord shall provide steam services used by Tenant for heating
the Premises and in the conduct of its operations in the Premises.


               (ii)
Electric Energy. Landlord shall provide electrical energy used by Tenant
for heat, air-conditioning, lighting and other services, and for the conduct of
its operations in the Premises.


               (iii)
Water. Landlord shall furnish hot and cold water to the Building for
drinking and ordinary cleaning purposes. In addition, Landlord shall provide to
the Building a source of fire protection water and an independent source of
process water for Tenant’s use in the conduct of its operations at the
Premises. Furthermore, Landlord shall provide an independent source of demineralized water for use by Tenant in the
conduct of its operations at the Premises; provided that such
demineralized water shall be made available to Tenant at Landlord’s building
known as EBP Building 321, and Tenant shall be responsible (at its sole cost
and expense) to arrange for delivery of the demineralized water by tanker truck
from Building 321 to the Premises using Landlord’s approved intra-plant
trucking contractor.


               (iv)
Chilled Water. Landlord shall provide chilled water services used by
Tenant for cooling the Building and in the conduct of its operations in the
Premises.


               (v)
Compressed Air. Landlord shall provide compressed air used by Tenant in
the conduct of its operations in the Premises.


               (vi)
Nitrogen. Landlord shall provide nitrogen used by Tenant in the conduct
of its operations in the Premises.


4






               (vii)
Sanitary Sewer Service. Landlord shall provide Tenant with the right to
use the existing sanitary sewer currently
owned by Landlord and the public sanitary sewer (collectively called the
“Sanitary Sewer”), to the extent each of these service the Building in which
the Premises is located, provided that Tenant shall, with respect to its
use of the Sanitary Sewer, promptly comply
with the requirements imposed by Landlord now or in the future on all users of
the Sanitary Sewer of which Tenant is given notice.


               (viii)
Industrial Sewer Service.


                    (1)
General Provisions. Landlord shall provide wastewater removal and
treatment services to Tenant by means of Landlord’s private, industrial sewer
system (the “Industrial Sewer”) in the
quantities and at the times reasonably requested by Tenant; provided that
Tenant shall, with respect to its use of the Industrial Sewer, promptly comply
with the requirements imposed by Landlord now or in the future on all
users of the Industrial Sewer of which Tenant is given notice, including
without limitation, the requirements set forth in the remainder of this
subsection 5(a)(viii). If permit conditions or other requirements imposed by
any governmental authority as a condition to or arising as a result of Landlord’s
providing such wastewater removal and treatment services result in increased
costs of operation to Landlord, Tenant shall reimburse Landlord for the amount
of such increased costs allocable to the service provided to the Tenant within
thirty (30) days following Tenant’s receipt of a statement from Landlord
requesting such reimbursement.


                    (2)
Approved Tenant Discharges. Tenant and Landlord acknowledge that
as of the date of this Lease, Tenant’s approved discharges into the Industrial
Sewer are characterized on the Approved KWIC Profiles attached hereto as EXHIBIT E,
which provides a list of the approved discharges for each discharge point (a
“Discharge Point”) in the Building. Tenant shall not, at any time, discharge to
the Industrial Sewer at any Discharge Point any effluent in an amount or of a
type which is not authorized for such Discharge Point in EXHIBIT E,
and Tenant shall be solely responsible for removal from its wastewater of any
and all other, non-approved chemical and biological wastes, unless such
additional effluent is approved in writing by Landlord in the manner described
below. If Tenant desires to make any new discharge or any change to an approved
discharge to the Industrial Sewer at any Discharge Point, except for any change
that eliminates or reduces an approved discharge, Tenant shall provide written
notice of the proposed change to Landlord’s Health Safety and Environment
organization (“Kodak HSE Organization”), 1999 Lake Avenue, Rochester, New York
14650-2208, attention: HSE Director, Kodak Rochester Sites (or her designee).
Such notice shall be given a reasonable time prior to the proposed date of
implementation of any such proposed change. Such changes shall be implemented
by Tenant only after obtaining the prior written approval of Landlord, which
approval Landlord may withhold in Landlord’s reasonable discretion if Landlord
reasonably determines that such changes are likely to have a material adverse
impact on the Industrial Sewer. Within five (5) business days after receipt of
such notice from Tenant, Landlord shall make an initial determination regarding
whether Tenant’s proposed change may have a potential, material adverse impact
on the Industrial Sewer, and if Landlord
determines that the proposed change is not material, Landlord shall so notify
Tenant within such five (5) business day period of its approval of such change.
If Landlord determines that the proposed change has a potential material
adverse impact on the Industrial Sewer, Landlord shall use its commercially
reasonable efforts to evaluate such potential impact and notify Tenant of its
determination within thirty (30) days after receipt of such notice from Tenant.


5






                    (3)
Tenant Reporting and Other Obligations. As a further condition of
Landlord’s providing Tenant the rights to use of the Industrial Sewer
hereunder, and without limiting Tenant’s compliance and reporting obligations
set forth in any other provisions of this Lease, Tenant hereby agrees that: (A)
Tenant shall promptly provide to Landlord any and all documents or information
required by Landlord and shall fully cooperate with Landlord as and when
requested to the extent necessary to allow Landlord to comply with all laws,
regulations and requirements of any
governmental authority having jurisdiction over the provision of such services at
the Premises, including those requirements imposed under the Clean Water Act
and the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. 9601 et. seq. (“CERCLA”);
and (B) Tenant shall implement and comply with applicable best management practices required by Landlord’s discharge permit
and in effect as of the Commencement Date, and any later changes to
those best management practices of which Landlord provides Tenant reasonable
and timely notices.


                    (4)
Additional Rights. Tenant shall have the right to cease obtaining
wastewater treatment and removal services
from Landlord and to acquire such services from a third party at any time by
delivering written notice to Landlord at least sixty (60) days prior to the
date of termination of such services. Landlord may cease providing such
services at any time with reasonable notice if for any reason any necessary
permit or approval required by law to allow Landlord to provide wastewater
removal and treatment services shall lapse or be revoked.


          (b)
Site Services to be Supplied by Landlord. Subject to subsections (c),
(f) and (h) of this Section 5, Landlord shall provide the following services to
Tenant at the Premises:


               (i)
Elevator Service. Building elevator service, if any, shall be available
at all times, subject to reasonable maintenance requirements.


               (ii)
Emergency Services; Security. Landlord shall provide fire and explosion
prevention, pressure vessel safety, hazmat, emergency medical services and
related services with respect to the Premises (collectively, the “Emergency
Services”) at the Building throughout the Lease Term and shall also provide
perimeter security services (the “Alarm Services”) at the Building. Such
Emergency Services and Alarm Services shall be provided in the manner provided
by Landlord to, and as part of the fire and emergency protection system and
perimeter security services established by Landlord to provide Emergency
Services and Alarm Services to the operations
conducted by Landlord adjacent to the Premises in the Building and at other
buildings at Eastman Business Park. Landlord shall provide security
badges to Tenant’s employees and non employees (contractors) to access the
Premises. In addition, Landlord shall provide Tenant with fire protection
services, including emergency response and related services (“Fire Protection Services”), in the manner provided by Landlord
from time to time during the Lease Term to, and as a part of the fire
protection system established by Landlord to provide fire protection services
to, the manufacturing operations conducted in the Building and other
buildings owned by Kodak adjacent to or in
the vicinity of the Building. Notwithstanding anything else to the contrary
contained in this Lease, Landlord shall not be responsible to Tenant,
its employees or contractors for losses, injury (including personal injury) or
damage sustained by Tenant as a result of a fire, explosion or any other event
the presence of Emergency Services, Alarm Services and/or Fire Protection
Services is designed to prevent or control, except to the extent that such
losses or damages are the result of gross
negligence or willful misconduct on the part of Landlord, its agents, employees
or contractors.


6






               (iii)
Trash Removal. Landlord shall provide trash and refuse removal services
to Tenant on the same frequency as such services are provided to other
occupants of the Building, which shall consist of the removal from the Premises
by Landlord of normal quantities of trash and other non-hazardous materials
discarded by Tenant, provided that such trash and material is placed by Tenant in designated dumpsters or other
appropriate receptacles. Notwithstanding the foregoing, the parties
expressly agree that Landlord shall have no obligation to remove or dispose of
and no responsibility for any chemicals and/or any specially controlled or
regulated waste (irrespective of whether such waste is hazardous or not)
arising out of, generated or resulting from or otherwise released in connection
with Tenant’s use of and operations in the Premises, and Tenant shall be solely
responsible for the removal and disposal of all such waste. Tenant will segregate
trash as reasonably requested by Landlord
to facilitate recycling as opportunities to recycle are developed by Landlord
or required by law.


               (iv)
Site and Building Maintenance. Landlord shall maintain in good condition
and repair the exterior of the Building,
the Building’s structural, mechanical and electrical systems, and all common
areas of the Building (except for maintenance required within the Premises
which shall be the responsibility of Tenant at its sole cost and
expense), together with the Building grounds and utility delivery systems.


               (v)
Snow Removal. Landlord shall cause snow to be removed from the parking
areas and walkways adjacent to the Building to the same extent of snow removal
provided to the parking areas and walkways at or adjacent to other buildings in
EBP.


          (c)
Interruptions in Service. It is understood that Landlord does not
warrant that any of the services referred to above, or any other services which
Landlord may supply, will be free from interruption. Tenant acknowledges that
any one or more of such services may be suspended by reason of accident or of
repairs, alterations or improvements necessary to be made, or by strikes or lockouts, or by reason of operation of law, or
causes beyond the reasonable control of Landlord. No such interruption
of service shall be deemed an eviction or disturbance of Tenant’s use and
possession of the Premises, or any part thereof, or render Landlord liable to
Tenant for damages by abatement of Rent or otherwise, direct or consequential,
nor shall any such interruption relieve Tenant from performance by Tenant of
its obligations under this Lease.


          (d)
Additional Work or Services. Notwithstanding any other provisions
herein, should Tenant require any work or services other than those described
above in this Section 5, Landlord may upon advance request by Tenant furnish
such additional service and Tenant agrees to pay Landlord, within twenty (20)
days after invoice from Landlord, such charges as may be agreed on but in no event less than Landlord’s actual cost
plus overhead plus any applicable taxes imposed for the additional
services provided. Any such request shall require at least one business day’s
advance notification. Nothing in this Subsection 5(d) shall imply an obligation
upon Landlord to furnish such additional services or a restriction against
Tenant contracting with a third party, or third parties, for the provision of
such services. In the event Tenant contracts with a third party for the provision of any additional work or services,
Tenant shall pay the cost thereof directly to such third party and no overhead,
taxes or any other fee or charges shall be payable to Landlord in connection therewith.


7






          (e)
Excluded Services. Notwithstanding the foregoing, Tenant shall be
responsible for supplying and paying directly for the costs of the following:


               (i)
All data and telecommunications services (including internet access and service).


               (ii)
Removal, disposal and management of any hazardous waste and for all chemical
and/or specially controlled or regulated waste (irrespective of whether such is
hazardous or not) arising out of, generated
or resulting from or otherwise released in connection with Tenant’s use
of and operations in the Premises.


               (iii)
Maintenance and repair of the Premises and all of Tenant’s furniture, fixtures and
equipment located within the Premises together with any necessary services
related to same.


               (iv)
All mail service and package delivery in and to the Building.


               (v)
Maintenance and repair of any lights and lighting fixtures within the Premises.


               (vi)
Except for Building perimeter security as described above, Tenant shall be responsible for all security (including
installation and maintenance of same, subject expressly to the terms of
this Lease).


               (vii)
All air handling for any industrial processes. Any changes required to the Premises or the Building as a result of such
responsibility shall be made in full compliance with the provisions of
this Lease.


               (viii)
All cleaning and janitorial services necessary to keep the Premises in a clean,
neat and orderly manner.


          (f)
Discontinuance of Services. Notwithstanding the foregoing,
Landlord may elect to cease to provide one
or more of the services listed in this Section 5 to Tenant if Landlord has
ceased to provide such service to a substantial portion of the Building
and adjacent buildings in EBP, by delivering
notice of the cancellation of such service no less than six (6) months prior to
the effective date of such cancellation, provided that replacement
service or services are at such time generally available to Tenant, or if
Landlord is prohibited from providing such services to Tenant by law,
regulation or requirement of a governmental entity having jurisdiction over the
Premises by delivering notice of the
cancellation to Tenant promptly upon notice to Landlord of such application of
such law, regulation or requirement and in any event no less than twenty (20)
days prior to the effective date of such cancellation.


          (g)
Charges for Services.


               (i)
Charges for Utility Services. Tenant agrees to pay Landlord, as
Additional Rent, for the Utility Services,
the amounts of Utility Services Charges (as defined in paragraph 2 of EXHIBIT D attached hereto and made a
part hereof) computed in accordance with the provisions of such EXHIBIT
D, which is entitled “Utility Services Charges”.


8






               (ii)
Payments for Services and Expenses. Landlord shall deliver to Tenant electronic or other form of statements of charges
for Utility Services Charges on or after the last day of each month
during the Lease Term for Utility Services provided by Landlord or made
available to Tenant during such month. The Utility Services Charges provided on
the statement shall be an amount equal to
the rate per unit applicable to the calendar year including the month with
respect to which the statement relates multiplied by the number of units
actually consumed by Tenant at the Building during such month or, where such
actual consumption cannot be measured, Landlord’s reasonable estimate of the number of units actually consumed by Tenant
at the Building during such month. Each such statement of charges shall be due
and payable by Tenant within twenty (20) days after receipt of the
statement.


          (h)
Landlord’s Obligations Relating to Providing Utilities and Services.
Subject to and on the terms, limitations and conditions contained in this
Section 5, Landlord shall use its reasonable efforts to supply to Tenant at the
Premises, the utilities and services listed herein. Landlord shall be
responsible for delivering such utilities and services to the point of entry at
the Premises, and Landlord shall maintain,
at Landlord’s cost and expense, all necessary infrastructure to make
such deliveries to the point of entry at the Premises.


6. WAIVER
OF CERTAIN CLAIMS


          Except
to the extent that the following is inconsistent with the provisions of
Sections 19 and 30, Tenant, to the extent permitted by law, waives all claims
it may have against Landlord, and against Landlord’s agents, employees and
contractors for damages for injuries to person or damage to property sustained
by Tenant or by any occupant of the Premises, or by any other person, resulting
from any part of the Premises or any equipment or appurtenances becoming out of
repair, or resulting from any accident in or about the Building or the Premises
or resulting directly or indirectly from
any act or neglect of Tenant, its employees, agents, representatives or
contractors or of any other person, except that this waiver shall not apply to,
and Landlord shall indemnify, defend and hold Tenant and its agents,
employees and contractors harmless against any damages (other than indirect or
consequential damages) for injuries to persons or damage to property to the
extent caused by or directly resulting from the gross negligence or willful
misconduct of Landlord or its employees or agents unless, with respect to
property damage, such loss is or would be covered by the standard form of all
risk property damage insurance whether or not Tenant self-insures part or all
of said coverage and whether or not such insurance would actually provide
compensation to Tenant after taking into
account deductibles and other similar policy limitations. This waiver, when
applicable, shall include not only direct damages but also claims for
consequential damages and any claims for abatement of Rent due hereunder, it
being intended that this waiver be absolute, except as otherwise
expressly provided herein.


7. INSURANCE


          Tenant
shall, at its expense, procure and maintain during the Lease Term the following
insurance coverage which may be satisfied
by any combination of primary and excess or umbrella liability insurance
policies:


9






          (a)
Workers’ Compensation. Insurance protecting Tenant from any and
all claims under applicable Workers’ Compensation statutes or any similar
statutes or requirements.


          (b)
Employer’s Liability. Employer’s Liability coverage with a limit
of liability not less than ONE HUNDRED THOUSAND
DOLLARS ($100,000.00).


          (c)
Commercial General Liability. Commercial General Liability Insurance covering
all claims of damages for all injuries, including death and all claims
on account of property damage with a limit
of liability not less than FIVE MILLION
DOLLARS ($5,000,000.00) per occurrence and aggregate,
combined single limit for bodily injury (“BI”) and property damage (“PD”). Such
commercial general liability insurance
shall include coverage of the contractual liability assumed in this
Lease. Tenant shall have the right to insure and maintain the liability
insurance coverages set forth in this paragraph 7(c) using any combination of
primary and excess coverage and under blanket insurance policies covering other
premises occupied by Tenant so long as such blanket policies comply as to terms
and amounts with the insurance provisions set forth in this Lease; and Landlord
shall be named as an additional insured on each such policy.


          (d)
Comprehensive Automobile Liability. Comprehensive Automobile
Liability Insurance with respect to any and
all owned, hired and non-owned vehicles to be used by Tenant or any
agent, employee, representative or subcontractor of Tenant on or about the
Premises or in connection with the use of property or any other real property
owned by Landlord with a limit of liability
not less than ONE MILLION DOLLARS
($1,000,000.00) combined single limit BI and PD, naming
Landlord as an additional insured. Notwithstanding the foregoing, if and for so
long as Tenant is not the registered owner
or lessee of any vehicles, Tenant may satisfy the requirements of this
Section 7(d) by providing liability coverage with a limit of liability of not
less than ONE MILLION DOLLARS
($1,000,000.00) with
respect to non-owned vehicles only, and such coverage may be obtained as
part of Tenant’s commercial general liability policy instead of in a separate
policy.


          (e)
All Risk Property Damage
Insurance. All risk property
damage insurance covering all personal property of Tenant at the
Premises, including equipment, machinery, stock, supplies and leasehold
improvements for the full replacement value of such property. It is understood
and agreed that Landlord shall have absolutely no liability or responsibility
for any damage or loss occurring to Tenant’s personal property.


          (f)
Requirements. The primary insurance required to be maintained
hereunder shall be maintained under policies issued by insurers rated not less
than A in Best’s insurance reports or a comparable rating in an equivalent
insurance report and which are licensed to do business in the State of New York
and being of recognized responsibility. Tenant’s policies shall:


               (i)
Name Landlord as additional insured on the commercial general and any excess
liability policy required hereunder;


               (ii)
Use commercially reasonable efforts to provide for thirty (30) days’ notice to
Landlord prior to any amendment, change, modification, lapse or cancellation of
coverage; and


               (iii)
Be written on an “occurrence” basis and as primary policy coverage and not
contributing with or in excess of any coverage which Landlord may carry.


10






          (g)
Certificates. Tenant shall furnish Landlord with a certificate of
insurance within ten (10) days before the Commencement Date showing the
coverage required and thereafter such evidences
of coverage shall be furnished by Tenant to Landlord not less than ten (10)
days prior to the expiration date of each such policy.


          (h)
Third Parties. If Tenant contracts with any third party to perform any
services or permits such a third party to conduct any activity of any kind at
the Premises, Tenant shall direct such third party to maintain insurance in the
types and amounts reasonably sufficient to protect Landlord and Tenant from any
and all liabilities and damages. The amount of such insurance carried by any
third party shall not limit Tenant’s liability hereunder. Tenant shall be
responsible for the consequences of any
failure of any such third party to maintain such insurance, and Tenant shall
indemnify, defend and hold Landlord harmless from each and every claim for
liability for injuries to persons or damage to or loss of property occurring at
the Premises due to any act or negligence by Tenant’s contractors or agents.


          (i)
No Limitations on Liability. The liability of Tenant and Landlord or any
third parties relating to either Landlord
or Tenant shall not be limited to the insurance required to be maintained
as part of this Lease.


8. MUTUAL
RELEASE AND WAIVER OF SUBROGATION


          Landlord
and Tenant hereby waive on behalf of themselves and their respective insurers,
any claims that either actually may have against the other for loss or damage
to their respective property resulting from perils covered by the standard form
of all risk property damage insurance, including vandalism and malicious
mischief coverage. It is understood that this waiver is intended to extend to
all such loss or damage whether or not the same is caused by the fault or
neglect of either Landlord or Tenant and
whether or not insurance is in force. If required by policy conditions, each
party shall secure from its property insurer a waiver of subrogation
endorsement to its policy, and deliver a copy of such endorsement to the other
party to this Lease if requested.


9. HOLDING
OVER


          If
Tenant fails to vacate the Premises (or any portion thereof) on the Expiration
Date, then Tenant shall pay Landlord Base Rent at 150% of the monthly rate then
in effect immediately prior to such holdover period as specified in Section 4
for the time Tenant thus remains in possession. Tenant shall also indemnify and hold Landlord harmless from and against
any and all cost, expense, damage, claim, loss or liability resulting
from any delay or failure by Tenant in so surrendering the Premises, including
any consequential damages (including, but not limited to, (i) any rent or other
income foregone by Landlord from another tenant; (ii) any and all additional
costs incurred by Landlord in preparing the Premises or any other space for use
by another tenant or for Landlord’s own use
arising as a result of Tenant’s retention of possession; and (iii) any damages,
holdover rent charges or other amounts payable by or chargeable against
Landlord as a direct or indirect result of Tenant’s retention of
possession) suffered by Landlord and any claims made by any succeeding occupant
founded on such delay or failure, and any and all reasonable attorneys’ fees,
disbursements and court costs incurred by Landlord in connection with any of
the foregoing. The provisions of this
Section 9 do not exclude Landlord’s rights of re-entry or any other right or remedy
of Landlord hereunder.


11






10. ASSIGNMENT AND SUBLETTING


          (a)
Prohibition. This Lease may not be assigned or the Premises or
any part thereof sublet or used or occupied by any third party, nor may Tenant
otherwise transfer the Lease or any rights to use the Premises (including any
transfers by operation of law, including by merger of Tenant with or into
another entity, or transfers of the majority of any stock of any corporate Tenant
or any majority partnership or limited
liability company interests of any partnership Tenant) without the prior
written consent of Landlord, which consent may be granted or withheld by
Landlord in its sole discretion. An
assignment by Tenant of this Lease or a sublease of any portion of the Premises
to a wholly-owned direct or indirect subsidiary of Tenant may be
effected without Landlord’s consent. Any attempted transfer of this Lease in
contravention hereof shall be null and void. Notwithstanding
the foregoing, Tenant shall be entitled to assign this Lease or sublet all or
any part of the Premises at any time without the consent of Landlord to
any person or entity controlling, controlled by or under common control with
Tenant. No transfer of this Lease shall operate to release Tenant from its
obligations under this Lease.


          (b)
Requirements. If Tenant desires to assign, sublease or
otherwise transfer any right or interest in and to the Lease or the
Premises, or any right to occupy the Premises, to any party, Tenant shall
notify Landlord in writing of such proposed assignment, sublease or transfer.
Such notice shall include a copy of the proposed written assignment, sublease
or other agreement of transfer and such other information concerning the proposed
assignment, sublease or transfer as Landlord
may request. If Landlord grants its consent to such assignment, sublease or
other transfer, Tenant shall promptly provide Landlord with a fully executed
copy of the final assignment, sublease or other agreement of transfer.


          (c)
Deemed Assignment/Sublet. For purposes of this Section 10 the following
shall be deemed an assignment or sublease, as the case may be, subject to the
requirements of this Section:


               (i)
the transfer of more than thirty percent (30%) of the outstanding capital stock
of any corporate tenant or subtenant or any increase in the amount of
issued and/or outstanding shares of capital
stock and/or the creation of one or more additional classes of common stock of
any corporate tenant or subtenant with the result that the beneficial and
record ownership in and to such tenant or subtenant changes by more than
thirty percent (30%) from the beneficial and record ownership as of the
Commencement Date, or the transfer of more than thirty percent (30%) of any
partnership interest in Tenant or any subtenant, if Tenant or subtenant is a
partnership, however accomplished, whether in a single transaction or in a
series of related or unrelated transactions;


               (ii)
any agreement by any other person or entity directly or indirectly, to assume Tenant’s
obligations under this Lease;


               (iii)
any transfer or series of transfers, by operation of law or otherwise, of Tenant’s interest in this Lease, including
without limitation the transfer of this Lease to a subsidiary or
affiliate of Tenant and the subsequent transfer of stock or other ownership
interest in such subsidiary or affiliate; and


12






               (iv)
each modification, amendment or extension of any sublease to which Landlord
has previously consented shall be deemed a new sublease.


          (d)
Tenant agrees to furnish Landlord
upon demand at any time, such information and assurances as Landlord may
reasonably request that neither Tenant, nor any previously permitted subtenant,
has violated the provisions of this Section.


          (e)
Rights of Landlord Upon Subletting. If, with the consent of
Landlord, the Premises or any part thereof shall be sublet or occupied by
anyone other than Tenant, Landlord may, after default by Tenant, collect rent
from the subtenant or other occupant, and apply the net amount collected to the
Rent herein reserved. If, without the consent of Landlord, the Premises or any
part thereof shall be sublet or occupied by
anyone other than Tenant, Landlord may collect rent from the subtenant
or other occupant, and apply the net amount collected to the Rent herein
reserved, provided, however, that no such
collection shall be deemed a waiver by Landlord of the requirement to
obtain its consent to such sublease or other occupancy nor an acceptance by
Landlord of such sublease or other occupancy. In neither of the foregoing
circumstances shall Tenant be relieved from
its obligations under the Lease or from further performance by Tenant of any
covenants on the part of Tenant herein contained.


          (f)
Rights of Landlord Upon
Assignment. If this Lease or any
interest herein is validly assigned under this Section 10 to another
party, such assignment shall not relieve Tenant from its obligations under the Lease or from further
performance by Tenant of any covenants on the part of Tenant herein
contained, and Tenant shall at all times remain directly and primarily
responsible therefor.


          (g)
Review and Approval Costs. Tenant agrees to pay to Landlord, on
demand, the reasonable out-of-pocket costs incurred by Landlord in connection
with any request by Tenant for Landlord to
consent to any assignment or subletting by Tenant, including reasonable
attorneys’ fees.


11. USE OF PREMISES


          Landlord
and Tenant agree to comply with the following provisions regarding the use of
the Premises.


          (a)
Compliance with Law.


               (i)
Generally. Tenant shall comply in all material respects with the
covenants, agreements, terms, provisions and conditions of this Lease and any
mortgage on the Premises of which Tenant has actual knowledge and any
applicable public law, ordinance or governmental regulation (including, without
limitation, all environmental laws, rules, regulations or orders relating to
the Premises). Tenant shall not make or permit to be made any use of the
Premises or any part thereof that would
reasonably be likely to be dangerous to life, limb, or property, or which would
reasonably be likely to invalidate or increase the premium of any policy of
insurance carried on the Building, the Premises or covering its operation.
Tenant shall not use or permit the Premises or any part thereof to be used in
any manner, nor shall it permit anything to be brought into or kept therein
which, in the reasonable judgment of Landlord, would in any way impair the
character, reputation or appearance of the
Premises as a high quality facility or which would materially impair


13






or interfere with any of the services performed by
Landlord for the Premises. Tenant agrees to change, reduce or stop any such use
or install at its expense necessary equipment, safety devices, pollution
control systems or other installations at any time during this Lease to comply
with the foregoing upon the written request of Landlord. Tenant shall have the
right, upon written notice to Landlord, to contest the application of any such
legal or other requirement to Tenant or its operations at the Premises,
provided that Tenant shall pursue such contest with due diligence and also
provided that Tenant shall indemnify, defend and hold Landlord harmless from
any costs, penalties, losses, liabilities
or other damages incurred or suffered by Landlord arising from Tenant’s violation
or alleged violation of any of the requirements of this subsection 11(a).


               (ii)
Health, Safety and Environmental Issues. Tenant agrees to comply with
all health, safety and environmental rules
and regulations of Landlord of which written notice has been provided to Tenant
and of any governmental entities and/or regulatory agencies having jurisdiction
over the Premises. Tenant agrees to designate, by written notice to
Landlord, a representative who shall have authority to participate in facility
meetings and other meetings of Landlord with respect to health, safety and
environmental issues in the Building and at EBP. Such representative shall also
serve as the contact person for any governmental entity (including any
regulatory agencies) which has need to identify a contact person for such
health, safety and environmental issues. Tenant shall maintain reasonably
detailed records (and, subject to confidentiality and privilege considerations,
make same available to Landlord upon reasonable request for same) relating to
inventories of chemicals used and/or stored on or about the Premises and
tracking records pertaining thereto. In no event shall the foregoing constitute
Landlord’s consent to the use and/or storage of any such chemicals and Tenant
is expressly prohibited from using the Premises for any purposes (including
storage) which involve any processes and/or materials (including, but not limited to, any chemicals) if such are deemed by
Landlord to cause additional liability to Landlord, except as otherwise
provided in Section 3(a) hereof.


               (iii)
Certification of Compliance. At the request of the Landlord, which shall
in no event occur more than once in any calendar year, an officer of
Tenant (in the case of a corporation) or such other person authorized to bind
Tenant (in the case of another form of legal entity)
shall certify in writing to Landlord that Tenant’s operations, activities and
occupancy of the Premises are in full compliance with all applicable federal,
state and local laws, orders, regulations and ordinances. Any
exceptions, deviations or non-compliance shall be identified in such
certificate, together with a detailed description of Tenant’s plan for
remedying such non-compliance.


          (b)
Rules. Tenant shall comply and shall cause all of its
agents, contractors, employees, visitors and any others using the Premises to
comply with the “Site Requirements” attached hereto as EXHIBIT
C. Landlord hereby advises Tenant that the “Kodak Representative”
(as defined in the Site Requirements) is
Donna Simonds (585-477-3635), subject to change by Landlord upon written notice
to Tenant.


          (c)
Signs. Tenant shall not display, inscribe, print,
paint, maintain or affix on any place on the exterior of the Building nor on
the land on or adjacent to which the Building is located, any sign, notice,
legend, direction, figure, or advertisement display materials without first
obtaining the written approval of Landlord, which shall not unreasonably
be withheld. In addition to the foregoing, Landlord shall provide, at Landlord’s
cost and expense, a listing of Tenant’s business name on the Building directory, if any. All such signs must comply
fully with all applicable laws, rules and regulations of any
governmental authority.


14






          (d)
Alterations.


               (i)
Prohibitions and Limitations on Same. Tenant shall not make any
alterations, improvements, or additions of or to the Premises
(collectively, “Alteration”) without Landlord’s advance written consent in each
and every instance, which consent shall not be unreasonably withheld; provided,
however, Tenant shall not require Landlord’s consent to make de minimus
alterations, such as painting or installing carpeting, or to make any other
alterations not affecting any Building
system or the structure of the Building that, on an individual project basis,
do not cost in excess of TWENTY FIVE THOUSAND
DOLLARS ($25,000.00).
Notwithstanding the foregoing, Tenant shall require Landlord’s consent for any
Alteration proposed by Tenant that calls for any modification to the
foundation, structural or mechanical components (including the heating,
ventilating, air conditioning, plumbing, electrical, fire protection, sprinkler
and fire alarms systems including the fire
walls and fire doors), and Landlord shall have the right to withhold its
consent for any reason or no reason to such Alterations. Any Alteration in or
to the fire protection systems, fire alarms, sprinkler systems and/or
fire walls and fire doors shall expressly require the prior written consent and approval of any insurance company of
Landlord (and may be given or withheld for any reason or no reason) and must be
in full compliance with all rules and regulations of such company. The parties
hereto agree that Landlord may reasonably withhold its consent to a proposed
Alteration requiring Landlord consent if such Alteration is not
consistent, in Landlord’s reasonable judgment, with Landlord’s internal
aesthetic, engineering, insurance and construction standards and the standards
of Landlord’s property insurance company for the Building or other buildings
owned by Landlord (if any) adjacent to the Building. In the event Tenant
desires to make any Alteration that requires Landlord’s consent hereunder,
Tenant shall first submit to Landlord plans and specifications therefor for
Landlord’s review as part of Landlord’s determination of whether to approve the
Alteration pursuant to this subparagraph 1 l(d)(i). In addition, any
contractor(s) which Tenant intends to engage in the making of any Alteration
shall be subject to Landlord’s prior approval which shall not be unreasonably
withheld. Any contractor, agent and/or subcontractor hired by Tenant must maintain insurance at the levels, of the types,
with the companies and subject to conditions reasonably required by
Landlord, which insurance requirements shall be delivered in writing by
Landlord to Tenant at the time of delivery of Landlord’s consent, if such
consent is delivered. Tenant shall indemnify, defend and hold Landlord harmless
from each and every claim for liability for
injuries to persons or damage to or loss of property occurring at the Premises
due to any act or negligence by Tenant or Tenant’s contractors,
subcontractors or agents.


               (ii)
Additional Requirements. Each Alteration must comply fully with all laws
and be performed in a good and workmanlike manner. Landlord must be advised of
any requests for permits or governmental applications made or filed by Tenant
prior to such filings. Upon Tenant’s request, and at Tenant’s sole cost and
expense, Landlord shall cooperate in connection with the securing of any such permits or the filing of any such
governmental applications. Each and every Alteration, whether temporary
or permanent in character, made by Landlord or Tenant in or upon the Premises
shall become Landlord’s property (with the exception only of Tenant’s movable
office furniture, trade fixtures, office and professional, manufacturing and
process equipment) and shall remain upon the Premises at the expiration or
earlier termination of this Lease without compensation to Tenant unless
Landlord notifies Tenant in writing, at the time of Landlord’s


15






consent to the Alteration, that such Alteration must
be removed upon the expiration or termination of
the Lease. Tenant shall remove such Alteration as herein required upon such
expiration or earlier termination, repair any damage caused by such
removal and restore the Premises to the condition specified in Section 34 of
this Lease. Notwithstanding anything to the contrary herein provided, Landlord and Tenant intend and agree that during
the Lease Term any Alteration shall be treated as the property of Tenant for
accounting and income tax purposes such that Tenant shall be entitled to deductions,
if any, for depreciation or amortization of such Alterations, excluding,
however, any Alteration funded by Landlord which shall be owned by and treated
as the property of Landlord.


          (e)
Security. If during the Lease Term Tenant (subject to compliance
with Section 11(d)) desires to install a separate security system to
accommodate Tenant’s use of the Premises, Landlord
shall cooperate with Tenant in accomplishing the same, provided however, that
Landlord shall not be required to accommodate such improvements or
systems if they would materially interfere with such Landlord’s conducting
business at the Building or the Premises and further provided that Tenant shall be responsible for the entire cost of the
design, installation and operation thereof.


          (f)
Energy Conservation. Tenant shall comply with any applicable federal
laws, rules, ordinances or administrative enactments on energy
conservation, and shall cooperate with reasonable energy conservation programs
voluntarily implemented by Landlord in the Building notice of which shall be provided to Tenant, to the extent that such
programs do not materially and adversely affect Tenant’s conduct of the
Business.


          (g)
Nuisance. Tenant shall not use, keep or permit the Premises to be
occupied or used to cause an unreasonable nuisance or in a manner offensive or
objectionable to Landlord and/or other
occupants of the Building or adjacent facilities owned by Landlord by reason of
noise, odors and/or vibrations, or interfere in any way with Landlord’s
business, nor shall any animals (except service animals) or birds be brought in
or kept in or about the Premises.


               In
addition to any liability for breach of any covenant of this Section, Tenant
shall pay to Landlord an amount equal to any increase in insurance
premiums payable by Landlord, caused by such breach, default or carelessness on
the part of Tenant.


12. REPAIRS


          Tenant
shall maintain the Premises in good condition (ordinary wear and tear and loss
or damage due to a casualty not required to be restored by Tenant excepted) and
shall, subject to the terms of Section 12
herein, repair any damage to the Premises occurring on or after the date
hereof, other than any repairs which are the responsibility of Landlord
hereunder, as expressly provided herein. Tenant shall be responsible for prompt
maintenance and repair of all leasehold improvements within the Premises and
Tenant’s furniture and fixtures located within or about the Premises. In
addition, Tenant shall be responsible for any maintenance and repair to the
Premises required as a result of the
negligent use or misuse of the Premises by Tenant or Tenant’s employees, agents,
contractors or invitees; provided that any such maintenance or repair required
hereunder to be made by Tenant to the Premises shall be subject to the Landlord
approval requirements applicable to
alterations as provided in Section 11 (d), and further provided that Landlord,
as part of such approval, may elect
to perform such maintenance or repair itself, at Tenant’s cost (to be paid as additional
rent within twenty (20) days after receipt of an invoice therefor.


16






13. DESTRUCTION
OF PREMISES


          If
the Building shall be damaged by fire or other casualty and such damage
prevents Tenant from using the Premises in substantially the same manner as it
was used prior to such casualty or damage,
and such damage is not repaired by Landlord within ninety (90) days after the
date of such fire or casualty (or, in the case of damage the repair of
which reasonably requires more than ninety (90) days, if Landlord has not
commenced such repair or is not proceeding with reasonable diligence under the
circumstances to complete such required repairs) or if such damage cannot
reasonably be repaired or restored within one hundred eighty (180) days after
the date of such fire or casualty, Tenant or Landlord shall have the right to
terminate this Lease by written notice to the other delivered not more than one
hundred and twenty (120) days following the occurrence of the damage. If
Landlord elects not to seek to repair such damage, but does not simultaneously
elect to terminate the Lease, Landlord
shall notify Tenant of its election not to repair within thirty (30) days after
the date of such fire or casualty, and Tenant’s right to terminate this Lease
shall begin upon receipt of such notice from Landlord. In the event of any such
termination, with respect to any portion of the Premises which was not damaged,
Tenant shall be required to comply with all of the other requirements of this Lease relating to the termination, cancellation
or expiration of this Lease, including without limitation the
requirements of Section 34 relating to surrender of the Premises. From the date of the casualty until the effective
date of such termination, the Rent shall be abated by multiplying the Rent
then due by a fraction the numerator of which shall be the number of square
feet of the Premises which is not usable and in fact is not used by Tenant and
the denominator of which shall be the total number of square feet of the
Premises. In the event, however, that such damage is due to the gross
negligence or willful misconduct of the Tenant, Tenant’s servants, employees,
agents, visitors or licensees, there shall be no apportionment or abatement of
Rent.


          If
the Building shall be damaged by fire or other casualty and neither Tenant nor
Landlord elects to terminate this Lease, as provided above, Landlord, at its
sole cost and expense, shall promptly
repair or reconstruct the damage to the Building and Tenant, at its cost and
expense, shall promptly repair or reconstruct any damage to Tenant’s
leasehold improvements, alterations or modifications to the Premises made after
the Commencement Date. Until such time that the damage is substantially
repaired, the Rent shall be abated by multiplying the Rent then due by a
fraction the numerator of which shall be the number of square feet of the
Premises which is not usable and in fact is
not used by Tenant and the denominator of which shall be the total number of
square feet of the Premises. In the event, however, that such damage is due to
the gross negligence or willful misconduct of the Tenant, Tenant’s
servants, employees, agents, visitors or licensees, there shall be no
apportionment or abatement of Rent.


14. CONDEMNATION


          If
the Premises or any part thereof shall be taken by any public or private
authority through condemnation or eminent domain, Landlord shall immediately
notify Tenant in writing. The entire amount of any condemnation award related
to the value of the Premises shall be the property of and


17






payable to Landlord. Nothing herein shall preclude
Tenant from pursuing any claims it may have against
the condemning authority based upon the value of its personal property taken or
other costs incurred by Tenant (such as relocation costs) associated
with such taking of the Premises.


          If
such taking reduces the square feet of the Premises by a material amount
(whether by a single taking or a series of takings), Tenant or Landlord may
terminate this Lease at any time by written
notice to the other to be given within ninety (90) days after the effective
date of the taking. As used herein, the term “material amount” means
that the portion taken shall, in the reasonable opinion of Landlord and/or
Tenant, be so significant that the remaining portion of the Premises cannot be used in substantially the same manner
by Tenant as was used prior to such taking. In the event of such
termination by Tenant, with respect to any portion of the Premises which was
not taken as part of the condemnation, Tenant shall be required to comply with
all of the other requirements of this Lease relating to the termination,
cancellation or expiration of this Lease, including without limitation the
requirements of Section 34 relating to surrender of the Premises.


15. CERTAIN RIGHTS RESERVED TOLANDLORD


          Landlord
reserves the following rights:


          (a)
Pass Keys. To have pass keys to the Premises at all times.


          (b)
Exhibition. On reasonable prior notice to Tenant, and at times
which result in minimal business disruption
to Tenant, to exhibit the Premises to prospective tenants and to any prospective
purchaser, mortgagee, or assignee of any mortgage on the Premises and to others
having a legitimate interest during the Lease Term.


          (c)
Access for Repairs. At any time and without notice in the event
of an emergency, and otherwise upon reasonable notice and at reasonable times,
to enter and/or to cause its representatives to enter onto the Premises to take
any and all measures, including inspections, repairs,
alterations, additions and improvements to the Premises, as may be necessary or
desirable for the safety, protection or preservation of the Premises,
the Building or the land on which the Building
is located, or Landlord’s interests, or as may be necessary or desirable in the
operation or improvement of the Premises, the Building s or the land on
which the Building is located, or in order to comply with all laws, orders and
requirements of governmental or other authority.


          (d)
Other Access. At any time and without notice in the event of an
emergency, and otherwise upon reasonable
notice and at reasonable times, to enter onto the Premises to inspect or repair
any portions of the Premises which are used by Landlord in connection with the
continuing operation of its business.


16. LANDLORD’S REMEDIES


          All
rights and remedies of Landlord herein enumerated shall be cumulative, and none
shall exclude any other right or remedy allowed by law. In addition to the
other remedies in this Lease provided, Landlord shall be entitled to the
restraint by injunction of any material violation or attempted material violation of any of the covenants, agreements or
conditions of this Lease, subject


18






to any applicable written notice
and opportunity to cure and further provided that the nature of the material
violation is one that could reasonably be expected to endanger the health or
safety of the Building occupants or occupants of any adjoining
buildings.


          (a)
Bankruptcy; Re-organization. If Tenant shall (i) apply for or
consent to the appointment of a receiver, trustee or liquidator of Tenant or of
all or a substantial part of its assets, (ii) admit in writing its inability to
pay its debts as they come due, (iii) make a general assignment for the benefit
of creditors, (iv) file a petition or an answer seeking reorganization or
arrangement with creditors or to take advantage of any insolvency law other
than the federal Bankruptcy Code, or (v) file an answer admitting the material
allegations of a petition filed against Tenant in any reorganization or
insolvency proceeding, other than a proceeding commenced pursuant to the
federal Bankruptcy Code, or if any order, judgment or decree shall be entered
by any court of competent jurisdiction,
except for a bankruptcy court or a federal court sitting as a bankruptcy court,
adjudicating Tenant insolvent or approving a petition seeking
reorganization of Tenant or appointing a receiver, trustee or liquidator of
Tenant or of all or a substantial part of its assets, and Tenant is unable to
restore its financial position, stay any bankruptcy proceeding or cure any of
the aforementioned events of default within sixty (60) days after such
occurrence, then, in any such event and upon the passage of sixty (60) days
thereafter, Landlord may give to Tenant a written notice of intention to end
the Lease Term specifying a day not earlier than ten (10) days thereafter, and
upon the giving of such notice the Lease Term and all right, title and interest
of Tenant hereunder shall expire as fully and completely on the day so
specified as if that day were the date herein specifically fixed for the
expiration of the Lease Term.


          (b)
Default in Tenant Obligations. If Tenant defaults in the payment
of Rent and such default continues for five (5) days after written notice, or,
except as otherwise provided in this Section 16 hereof, defaults in the prompt
and full performance of any other provision of this Lease and such default
continues for thirty (30) days after written notice, or if such default cannot
be cured within thirty (30) days, Tenant does not commence to cure such default
within thirty (30) days and diligently pursue the same to completion
thereafter, or if the leasehold interest of Tenant be levied upon under
execution or be attached by process of law and such levy or attachment is not
removed or bonded within thirty (30) days thereafter, or if Tenant ceases to
pay Rent hereunder for a period in excess of thirty (30) days, then and in any
such event Landlord may, at its election, either terminate the Lease and
Tenant’s right to possession of the Premises, or without terminating this
Lease, endeavor to relet the Premises. Nothing herein shall be construed so as
to relieve Tenant of any obligation, including the payment of Rent, as provided
in this Lease, provided that if Landlord
relets all or any portion of the Premises, all rent and additional rent
collected by Landlord pursuant to such reletting shall be applied
against any ongoing obligation of Tenant hereunder for the payment of Rent.


          (c)
Surrender of Possession; Landlord’s Right to Re-Enter. Upon any
valid termination of this Lease, Tenant shall surrender possession and vacate
the Premises immediately, and deliver possession
thereof to Landlord, all in the manner that the Premises is to be surrendered
as provided in Section 34 hereof, and hereby grants to Landlord full and
free license to enter into and upon the Premises
to repossess Tenant of the Premises as of Landlord’s former estate and to expel
or remove Tenant and any others who may be occupying or within the
Premises and to remove any and all property
therefrom, using such force as may be reasonably necessary, without being
deemed in any manner guilty of trespass, eviction or forcible entry or
detainer, and without relinquishing


19






Landlord’s right to Rent or any other right given to
Landlord hereunder or by operation of law, except
as otherwise expressly provided herein. Any costs incurred by Landlord in
connection with Landlord’s re-entry into the Premises, Landlord’s
removal of Tenant’s property therefrom, and Landlord’s performance of any
obligations of Tenant under Section 34 hereof in connection with such re-entry,
shall be payable by Tenant to Landlord as Additional Rent hereunder.


          (d)
Damages and Acceleration. If Landlord elects to terminate this
Lease for any of the reasons specified in this Section 16 of the Lease, it
being understood that Landlord may elect to terminate the Lease after and
notwithstanding its election to terminate Tenant’s right to possession as in
Section 16(b) Landlord shall forthwith upon such termination be entitled to
recover as damages and not as a penalty, an
amount equal to the then present value of the Rent provided in this Lease
for the residue of the stated Lease Term, less the present value of the fair
rental value of the Premises for the
residue of the stated Lease Term. The discount rate used to calculate present
value shall be five percent (5%).


          (e)
Landlord’s Right to Perform Tenant’s Obligations. Tenant agrees
that if it shall at any time fail to make any material payment to a third party
other than Landlord or its designee or fail
materially to perform any other act on its part to be made or performed under
this Lease beyond any applicable notice and cure period, Landlord may,
but shall not be obligated to, and after reasonable
written notice or demand and without waiving, or releasing Tenant from, any
obligation under this Lease, make such payment or perform such other act
to the extent Landlord may deem desirable, and in connection therewith,
Landlord may pay expenses and employ counsel. If legal action is required to
enforce performance by Tenant of any condition, obligation or requirement
hereunder, the costs of such action including reasonable attorneys’ fees will
be paid solely by the party not prevailing in such action. All sums so paid by
Landlord and all expenses incurred by Landlord in connection therewith
(provided that Landlord is the prevailing party in any such legal action),
together with interest thereon at the maximum rate permitted by law from the
date of payment, shall be deemed Additional Rent hereunder and payable at the
time of any installment of Rent thereafter becoming due and Landlord shall have
the same rights and remedies for the non-payment thereof, or of any other
Additional Rent, as in the case of default in the payment of Rent.


          (f)
Tenant’s Personal Property. Any and all property to which Tenant
is or may be entitled which may be removed from the Premises by Landlord
pursuant to the authority of the Lease or of applicable law upon termination of
the Lease or upon default by Tenant after any applicable
notice and cure period, may be handled, removed or stored by Landlord at the
risk, cost and expense of Tenant, and Landlord shall in no event be responsible
for the value, preservation or safekeeping thereof. Tenant shall pay to
Landlord, upon demand, any and all expenses incurred in such removal and
all storage charges against such property. Any such property of Tenant not removed from the Premises or retaken from storage
by Tenant within thirty (30) days after the end of the Lease Term or of
Tenant’s right to possession of the Premises, however terminated, shall be conclusively
deemed to have been forever abandoned by Tenant and either may be retained by
Landlord as its property or may be disposed of in such manner as Landlord may
see fit.


20






17. LATE
CHARGE


          In
the event Tenant fails on two separate occasions during the Term to pay any
installment of Base Rent or Additional Rent on the day when due and payable,
then during the balance of the Term and with respect to any subsequent
installment of Rent not received by Landlord by the fifth (5th) business day after the due date, a late
charge will be due and owing in an amount equal to five percent (5%) of
the then unpaid monthly Base Rent or Additional Rent. Such late charge shall be
billed by Landlord to Tenant with the Rent
for the calendar month next following and shall be paid by Tenant
together with the Rent due for such month.


18. SUBORDINATION
OF LEASE


          The
rights of Tenant under this Lease shall be and are subject and subordinate at
all times to all ground leases, and/or underlying leases, if any, now or
hereafter in force against the Premises, and to the lien of any mortgage or
mortgages now or hereafter in force against such leases and/or the Premises, and to all advances made or
hereafter to be made upon the security thereof, and to all renewals,
modifications, consolidations and replacements thereof. This Section 18 is
self-operative and no further instrument of subordination is required.
In confirmation of such subordination, however, Tenant shall promptly execute
such further instruments as may be reasonably requested by Landlord, provided that no such document increases, in any material
respect, Tenant’s monetary obligations or liability under the Lease or
decreases, in any material respect, Tenant’s rights under the Lease. Tenant, at
the option of any mortgagee, agrees to attorn to such mortgagee in the event of
a foreclosure sale or deed in lieu thereof.


19. ENVIRONMENTAL
RESPONSIBILITIES


          (a)
Indemnification. To the extent that any violation of applicable
Environmental Law (as hereinafter defined) or the environmental condition
requiring remediation under such law arose out
of Tenant’s use of or operation at the Premises occurring after the
Commencement Date, Tenant shall indemnify, defend and hold Landlord, its
affiliates, and, if applicable, their respective directors, officers,
shareholders, partners, attorneys, accountants, agents and employees and their
heirs, successors and assigns harmless from and against any claims, losses,
liabilities, charges, actions, suits,
proceedings, deficiencies, taxes, interest, penalties and reasonable costs and
expenses (including, without limitation, reasonable attorneys’ fees,
removal costs, remediation costs, closure costs, fines, penalties and expenses
of investigations and ongoing remediation) arising from (i) any violation or
alleged violation of applicable Environmental Law, including, without
limitation, any operations, actions or omissions by Tenant which would cause
the Building or the site in which the Building
or the Premises is located as a whole (or any part thereof) to be out of
compliance with any such Environmental Law, or (ii) any requirement to
remediate under applicable Environmental Law (arising during the Lease
Term or thereafter) any environmental condition to the extent arising out of
Tenant’s use of or operations at the Premises imposed or required by either a
governmental authority having appropriate jurisdiction thereof, including
without limitation those requirements imposed under CERCLA or by a third party.


21






          (b)
Reporting Requirements. Tenant agrees to promptly report to
Landlord (and, as required by law, to any
regulatory agency) any release at the Premises by Tenant at the time Tenant first
becomes aware thereof of any hazardous substance as defined in or required to
be reported under any federal, state and
local laws, including, but not limited to, CERCLA and any other release which
is required to be reported under Landlord’s written protocol for the reporting
of such releases at the Building or the site within which the Premises is
located, as such written protocol is modified from time to time and
which protocol has been delivered to Tenant. In addition, Tenant shall provide
Landlord, with copies of any and all material correspondence between Tenant and
any environmental regulatory agencies of
any federal, state or local governmental authorities relating to a
violation or alleged violation of applicable Environmental Law. Tenant shall
not perform any environmental testing or remediation at or of the Premises
without obtaining Landlord’s prior written consent, which Landlord may withhold
in its sole discretion; provided, however, that nothing herein shall prevent
Tenant from complying with applicable law or requirements of any governmental
agency. Any testing required of Tenant under the proviso in the immediately
preceding sentence shall, at Landlord’s option, be subject to Landlord’s
control. Tenant shall provide Landlord with a complete copy of the results of
any such tests and any reports analyzing such results.


          (c)
Environmental Permits. Tenant, at Tenant’s sole cost and expense,
shall be responsible to obtain and maintain in place all permits and
notifications required by applicable Environmental
Law with respect to waste, air emissions or other materials discharged as a
result of any of Tenant’s manufacturing or other processes conducted at
the Premises. Tenant shall provide to Landlord, within ten days of a request by
Landlord, all information reasonably requested by Landlord with respect to such
permits. Tenant shall also notify Landlord within ten days of any changes made to any such permits currently in
force or obtained by Tenant in the future. Landlord, at the sole cost and
expense of Tenant, shall reasonably cooperate to assist Tenant, as necessary,
in securing the transfer, amendment or re-issue of existing
environmental permits and in obtaining new environmental permits in order for
Tenant to operate the Business.


          (d)
Survival. The provisions of this Section 19 shall survive
the expiration or earlier termination of this Lease.


          (e)
Environmental Law. “Environmental Law” means any Law concerning
the protection of human health as it
relates to Hazardous Substances exposure, the environment, worker safety
as it relates to Hazardous Substance exposure, or the use, storage, recycling,
treatment, generation, transportation, arrangement for transportation,
processing, handling, labeling, management, release or disposal of any
Hazardous Substance.


          (f)
Hazardous Substance. “Hazardous Substance” means any substance
that is listed, defined, designated or classified as hazardous, toxic or
otherwise harmful or as a pollutant or contaminant
under applicable Environmental Laws including petroleum products and
byproducts, asbestos-containing material, polychlorinated biphenyls and
radon.


          (g)
Law. “Law” means any law, statute, ordinance, rule, regulation,
code, order, judgment, injunction or decree
enacted, issued, promulgated, enforced or entered by a government entity
or self-regulatory organization.


22






20. LANDLORD’S ACCESS AND
ASSESSMENT RIGHTS


          (a)
Landlord’s Right of Access for Health, Safety and Environmental
(“HS&E”) Compliance. Landlord shall have the right to enter on the
Premises and any part thereof, after reasonable notice and at reasonable times,
to engage in any activities reasonably required by Landlord to ensure the
compliance of the Premises with applicable health, safety and/or environmental
laws, regulations, licenses and permits and any State or Federal order or agreement
entered into by Landlord relating to the Premises, including the performance of
any such activities required to be performed by Tenant hereunder or under
applicable laws or regulations. Landlord shall use all reasonable efforts to
minimize any disruption to Tenant’s business. In the event of a release or other health, safety or environmental
emergency at the Premises, Landlord shall have the right to enter the
Premises for purposes of responding to such release or emergency without giving
Tenant notice in advance. If Landlord is required by law, regulation, ordinance
or any order of any governmental authority to grant to any federal, state or
local government, or agency thereof, access to the Premises, then such
government or governmental agency shall have such right of access notwithstanding anything to the contrary in the
Lease, and the exercise of such access right shall not constitute a
breach of this Lease or an eviction from the Premises.


          (b)
Landlord’s Rights to Perform
Health, Safety and Environmental Assessments of the Premises.
Landlord, acting through its employees, agents or contractors, shall have the
right to enter upon the Premises for the purpose of conducting a health, safety
and environmental assessment of all or any
part thereof. To the extent Landlord in its sole discretion does not claim an enforceable
attorney-client privilege for any reports of such assessment, copies of any
reports prepared by Landlord summarizing the results of such assessment shall
be made available to Tenant. Tenant shall notify Landlord reasonably in advance
of any scheduled or unscheduled visit to or
inspection of the Premises or any other portion thereof by representatives of
any federal, state or local regulatory agency, and Tenant and Landlord shall
supply to each other copies of any correspondence which either may have with
any such regulators relating to noncompliance or subsurface contamination
issues at the Premises. Landlord shall have no liability to Tenant, its
employees, agents or any other party, associated with Landlord’s performance of
any assessment conducted by or on behalf of
Landlord as contemplated herein, except for any negligence or willful misconduct
of Landlord or Landlord’s agents or contractors and neither shall Landlord have
any responsibility to actually conduct an assessment at any time during the
Lease Term, and Landlord shall have no
liability to Tenant, its employees, agents or any other party for the failure
of Landlord to conduct any such assessment.


          (c)
Inspection of Premises. Landlord and its authorized
representatives shall have the right, at any time and without notice in the
event of an emergency, and otherwise upon reasonable notice and at reasonable times, to enter and/or to cause its
representatives to enter onto the Premises or any part thereof, to engage in
any activities deemed reasonably necessary by Landlord including, but
not limited to, inspections, measurements, repairs, alterations, additions and
improvements to the Premises, as may be necessary or desirable for the safety,
protection or preservation of the Premises or Landlord’s interests, or as may
be necessary or desirable in the operation or improvement of the Premises or in
order to comply with all laws, orders and requirements of governmental or other
authority. Landlord shall attempt to minimize any disruption to Tenant’s
business. The exercise of the access rights granted to Landlord and its
representatives hereunder shall not constitute a breach of this Lease or an
eviction from the Premises.


23






21. NOTICES
AND CONSENTS


          All
notices, demands, requests, consents or approvals (collectively, “Notice”)
which may or are required to be given by either party to the other shall be in
writing and shall be deemed given if by personal delivery upon the party for
whom it is intended on the day so delivered, if delivered by registered
or certified mail, return receipt requested, on the third business day
following such mailing, if delivered by a
national courier service on the next business day following such mailing, any
such Notice mailed or delivered to the following:


          if
to Tenant:


	
  

 
	
                Natcore
 Technology, Inc.

 
	
                87
 Maple Avenue

 
	
                Red
 Bank, NJ 07701

 
	
                Attention:
 Charles R. Provini

 



          with
a copy to:


	
  

 
	
                Tagliaferro
 & LoPresti, LLP

 
	
                45
 Broadway, Suite 2200

 
	
                New
 York, NY 10006

 
	
                Attention:
 Marc LoPresti

 



          if
to Landlord:


	
  

 
	
                Eastman
 Kodak Company

 
	
                343
 State Street

 
	
                Rochester,
 New York 14650-1265

 
	
                Attention:
 Real Estate Lease Management Office

 



          with
a copy to:


	
  

 
	
                Eastman
 Kodak Company

 
	
                343
 State Street

 
	
                Rochester,
 New York 14650-0218

 
	
                Attention:
 General Counsel

 



          The
parties may by written notice to the other designate a different person or
entity to receive notices hereunder and/or
a different address or addresses. If the term Tenant as used in this Lease
refers to more than one person any Notice given as aforesaid to any one of such
persons shall be deemed to have been duly given to Tenant.


22. LOCKS AND
KEYS


          No
additional locks or similar devices shall be attached to any exterior door or
window at the Premises or in the Building without Landlord’s prior written
consent and no keys for any exterior door other than those provided by Landlord
shall be made. If Landlord consents to the installation of additional locks or
similar devices, Tenant shall provide Landlord with copies of keys, electronic access or other access through
such devices. If more than two keys for one lock are desired, Landlord
will provide same upon payment by Tenant. All keys must be returned to Landlord
at the expiration or termination of this Lease.


24






23. INVALIDITY
OF PARTICULAR PROVISIONS


          If
any clause or provision of this Lease is or becomes illegal, invalid, or
unenforceable because of present or future law or any rule or regulation of any
governmental body or entity, effective
during the Lease Term, the intention of the parties hereto is that the
remaining parts of this Lease shall not be affected thereby unless such
invalidity is essential to the rights of either party in which event a suitable and equitable provision
shall be substituted therefore in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable provision and the remainder of this Lease and the
application of such provision shall not be affected by such invalidity
or unenforceability.


24. CONFIDENTIALITY


          In
the course of performance under this Lease, either party or its employees may
receive information from the other party which is identified by the disclosing
party as confidential, is prominently marked as confidential or which the
receiving party otherwise knows or has reason to know is confidential
information of the disclosing party. The receiving party shall take all reasonable steps to safeguard such confidential
information and shall not disclose it to others except with the written
consent of the disclosing party or to the extent that such disclosure is
required by law, in which case the
receiving party shall first notify the disclosing party of the legal
requirement so that the disclosing party may seek to take action to
challenge the application of such legal requirement.


25. MISCELLANEOUS
TAXES


          Tenant
shall pay prior to delinquency all taxes assessed against or levied upon its
occupancy of the Premises, or upon the fixtures, furnishings, equipment
and all other personal property of Tenant located in the Premises other than
those furnished and paid for by Landlord, if nonpayment thereof shall give rise to a lien on the real estate, and when possible
Tenant shall cause said fixtures, furnishings, equipment and other
personal property to be assessed and billed separately from the property of
Landlord. In the event any or all of Tenant’s fixtures, furnishings, equipment
and other personal property, or upon
Tenant’s occupancy of the Premises, shall be assessed and taxed with the property
of Landlord, Tenant shall pay to Landlord its share of such taxes within twenty
(20) days after delivery to Tenant by
Landlord of a statement in writing setting forth the amount of such taxes applicable
to Tenant’s occupancy or fixtures, furnishings, equipment or personal property.
Landlord shall pay any and all real estate taxes assessed and levied against
the Premises, in each case prior to the respective delinquency dated thereof.
If such taxes may be paid in installments, Landlord shall have the right to do
so.


26. BROKERAGE


          Except
for CB Richard Ellis/Rochester (the “Broker”), Tenant and Landlord represent
and warrant that they have dealt with no other broker, agent or other
real estate sales person in connection with
this Lease and that no other broker, agent or such other person brought about
this transaction. Tenant and Landlord agree to indemnify and hold each
other harmless from and


25






against any claims by any other broker, agent or other
real estate sales person claiming a commission
or other form of compensation by virtue of this Lease or of having dealt with
Tenant or Landlord with regard to this leasing transaction and should a
claim for such commission or other compensation be made it shall be promptly
paid or bonded by the party who has dealt with the person or entity making such claim. The provisions of this Section 26
shall survive the termination of this Lease. Landlord shall pay the
Broker pursuant to the terms of a separate agreement.


27. FORCE
MAJEURE


          Except
as to the payment of Rent or other monies due under this Lease, neither party
shall be responsible for delays or inability to perform its obligations
hereunder for causes beyond the reasonable
control of such party including acts of other tenants, governmental
restriction, regulation or control, labor dispute, accident, mechanical
breakdown, shortages or inability to obtain labor, fuel, steam, water,
electricity or materials, acts of God, enemy action, civil commotion, or fire
or other casualty which are beyond the reasonable control of such party.


28. PARKING


          Tenant
and its employees, invitees, and guests may use, in common with, and on a basis
and in a manner consistent with the use by such other tenants and
occupants of the Building and other buildings at EBP on a non-designated,
non-reserved basis in the lot known as Lot 71. The parking areas described herein are shown on Exhibit B
attached hereto and made a part hereof. Any use of the parking areas shall be
in strict compliance with all reasonable rules and regulations of Landlord, provided
that such rules are consistently applied to Tenant and other occupants of the
Building, shall be at the cost per parking space (if any) established from
time-to-time by Landlord and consistently
applied to Tenant and other occupants of the Building, and shall be expressly
at the sole risk of Tenant and its employees, invitees, and guests.


29. INDEMNIFICATION


          Subject
to the provisions of Section 19, which shall control to the extent applicable:


          (a)
By Tenant. Except to the extent caused by the gross negligence or
intentional misconduct of Landlord or to the extent of the claims otherwise
waived by Landlord in Section 8 hereof,
Tenant covenants and agrees, at its sole cost and expense, to indemnify,
protect, defend and save harmless Landlord from and against any and all
damages, losses, liabilities, obligations, penalties, claims, litigation,
demands, defenses, judgments, suits, actions, proceedings, costs, disbursements
and/or expenses (including, without limitation, reasonable attorneys’ and
experts’ fees, expenses and disbursements) of any kind or nature whatsoever
which may at any time be imposed upon,
incurred by or asserted or awarded against Landlord, its affiliates and, if
applicable, their respective directors, officers, shareholders,
partners, attorneys, accountants, agents and employees
and their heirs, successors and assigns relating to, resulting from or arising
out of (i) any act or omission by Tenant or its employees, contractors,
subcontractors, agents or guests, (ii) any breach or default by Tenant in
performance or observance of its representations, warranties, covenants or
obligations under this Lease, and (iii) Tenant’s possession, operation,
maintenance, repair of the Premises or the
failure of Tenant to operate, maintain or repair the Premises, in each case
to the extent required hereunder.


26






          (b)
By Landlord. Except to the extent caused by the negligence or
misconduct of Tenant and except to the
extent of the claims otherwise waived by Tenant in Section 8 hereof, and except
as otherwise set forth in Section 5 hereof, Landlord covenants and
agrees, at its sole cost and expense, to indemnify, protect, defend and save
harmless Tenant from and against any and all damages, losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, judgments,
suits, actions, proceedings, costs, disbursements and/or expenses (including,
without limitation, reasonable attorneys’ and experts’ fees, expenses and
disbursements) of any kind or nature whatsoever which may at any time be
imposed upon, incurred by or asserted or awarded against Tenant, its affiliates
and, if applicable, their respective directors, officers, shareholders,
partners, attorneys, accountants, agents and employees and their heirs,
successors and assigns relating to, resulting from or arising out of (i) any
breach or default by Landlord in performance or observance of its representations, warranties, covenants or
obligations under this Lease, (ii) any act or omission by Landlord or
its employees, contractors, subcontractors, agents or guests, or (iii)
Landlord’s maintenance and repair of the
Premises or the failure of Landlord to maintain or repair the Premises, in
each case to the extent required hereunder.


          (c)
Indemnification Limitations. The foregoing indemnification of
Landlord set forth above shall be expressly inapplicable to and have no force
and effect with respect to the Alarm Services to be provided by Landlord to the
Building pursuant to the terms herein and shall be further expressly
inapplicable to and have no force and effect with respect to the Emergency
Services to be provided by Landlord to the Building pursuant to the terms
herein. With respect to both the Emergency Services and Alarm Services,
Landlord agrees to make reasonable efforts to provide all such necessary
Emergency Services and/or Alarm Services at or to the Building. However, Tenant hereby expressly agrees to hold
Landlord harmless from and against any failure to provide, successfully
deliver or otherwise deliver any and all such Emergency Services and Alarm
Services at or to the Building. It is understood, agreed and expressly
bargained for between the parties to this Lease, that the failure of Landlord
to provide and/or successfully deliver any or all such Emergency Services
and/or Alarm Services shall result in no liability to or responsibility of
Landlord, its affiliates and, if applicable, their respective directors,
officers, shareholders, partners, attorneys,
accountants, agents and employees and their heirs, successors and assigns for
any claims, losses, damages, costs, expenses, fees (including, but not
limited to expert and attorneys’ fees), charges, injuries or damage to persons
or property howsoever and wheresoever caused.


          (d)
Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS LEASE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THE TERMS OF OR AS A
RESULT OF THE VIOLATION OF THIS LEASE, INCLUDING WITHOUT LIMITATION A VIOLATION
BY LANDLORD OF ITS DUTIES WITH RESPECT TO THE PERFORMANCE OF SERVICES
PURSUANT TO SECTION 5 HEREOF, FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL
DAMAGES, INCLUDING LOSS OF GOODWILL OR LOSS OF PROFITS.


27






30. SPECIAL STIPULATIONS


          (a)
No Extension. No receipt of money by Landlord from Tenant after
the termination of this Lease or after the service of any notice or after the
commencement of any suit or after final judgment
for possession of the Premises shall reinstate, continue or extend the Lease
Term or affect any such notice, demand or suit or imply consent for any
action for which Landlord’s consent is required.


          (b)
No Waiver. No waiver of any default of Tenant or of Landlord
hereunder shall be implied from any omission by Landlord or Tenant, as the case
may be, to take any action on account of such default if such default persists
or be repeated, and no express waiver shall affect any default other than the default specified in the express waiver and
that only for the time and to the extent therein stated.


          (c)
Landlord. The term “Landlord” as used in this Lease, so far as
covenants or agreements on the part of the
Landlord are concerned, shall be limited to mean and include only the owner
or owners of Landlord’s interest in this Lease at the time in question, and in
the event of any transfer or transfers of
such interest, Landlord herein named (and in case of any subsequent transfer, the
then transferor) shall be automatically freed and relieved of any claims
arising from and after the date of such transfer of all liability from events
which occur after the date transfer. Any such release of Landlord under this
section shall become effective only at such time as Landlord’s transferee is
deemed to be bound to the terms and provisions of this Lease. It is understood,
however, that Landlord shall reimburse Tenant for any overpayment of Rent made
by Tenant prior to the assignment and any prepayment of Rent for months
subsequent to the assignment.


          (d)
Waiver of Trial by Jury. It is mutually agreed by and between
Landlord and Tenant that the respective parties hereto shall and they hereby do
waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other or any matters whatsoever arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant’s use or occupancy of the
Premises, and any emergency statutory or other statutory remedy.


          (e)
Waiver of Right of Redemption. Tenant hereby expressly waives any
and all rights of redemption granted by or under any present or future laws in
the event of Tenant being dispossessed or
removed from the Premises because of default by Tenant pursuant to the
covenants or agreements contained in this Lease.


          (f)
Review of Lease. The parties acknowledge that each party and its
respective counsel have reviewed this Lease and that no rule of construction to
the effect that any ambiguities are to be resolved against the drafting
party shall be employed in the interpretation of this Lease or any amendment or
exhibits hereto.


31. QUIET ENJOYMENT


          Except
as otherwise provided herein, so long as Tenant shall observe and perform the covenants and agreements binding on it hereunder
and shall not be in default beyond any applicable grace period, Tenant shall at
all times during the Lease Term peacefully and quietly have and enjoy possession
of the Premises without any encumbrance or hindrance by, from or through
Landlord.


28






32. ESTOPPEL CERTIFICATE


          Landlord
and Tenant agree that from time to time upon not less than fifteen (15) days
prior request of the other, to deliver to the party making the request a
statement in writing certifying (a) that
this Lease is unmodified and in full force and effect (or if there have been
modifications that the same is in full force and effect as modified and
identifying the modification), (b) the dates to which the Rent and other
charges have been paid, and (c) that, so far as the person making the certificate knows, the other party is not in
default under any provision of this Lease, or if such were not to be the
fact, then certifying such default of which the person making the certificate
may have knowledge, it being understood that any such certificate so delivered
may be relied upon by any landlord under any ground or underlying lease, or any
prospective purchaser, lender, mortgagee, or any assignee of any mortgage on
the Premises or any party purchasing the assets of Landlord or Tenant, as the
case may be, or acquiring the same by merger, succession or otherwise.
Notwithstanding the foregoing, Tenant shall have no right to assign this Lease
or permit the use or occupancy of the Premises except in strict accordance with
the provisions of this Lease.


33. SURVIVAL OF THE PARTIES’ OBLIGATIONS


          Except
with respect to the duties, responsibilities, obligations and indemnities
described in Section 19 of this Lease, all obligations, indemnities, covenants,
agreements and warranties (the “Responsibilities”) of Tenant and Landlord
hereunder to the extent that they require action prior to the termination or
earlier cancellation of this Lease shall survive the expiration or earlier
termination of this Lease, such that to the extent that Tenant or Landlord
shall have failed to perform or comply with
any of such Responsibilities prior to such expiration or earlier cancellation,
such party’s obligation to complete and perform such Responsibility arising
prior to such expiration or cancellation date shall in no way be
eliminated or affected by the occurrence of such expiration or cancellation.
Section 19 of this Lease shall not be terminated or cancelled, and shall not
expire with the remainder of this Lease, but the parties intend that the
duties, responsibilities, obligations and
indemnities contained in Section 19 shall continue to apply after such
termination, cancellation or expiration until all of such duties,
responsibilities, obligations and indemnities have been fulfilled.


34. SURRENDER OF THE PREMISES


          Upon
the Expiration Date, Tenant shall surrender possession of the Premises to
Landlord, broom clean and in good condition,
reasonable wear and tear and damage from fire or other casualty excepted.
In addition, Tenant shall remove (i) all utility drops, wireways, piping and
other similar infrastructure to the nearest main junction box or shut-off
valve, to the extent that any of the foregoing
is required to operate Tenant’s equipment at the Premises or otherwise, in
connection with the operation of Tenant’s Business at the Premises, (ii)
all tenant improvements to the Premises made by Tenant after the Commencement
Date if so requested by Landlord at the time of Landlord’s consent to such
improvement, (iii) all of Tenant’s equipment and machinery, and (iv)


29






any other personal property
owned by Tenant, from the Premises no later than the Expiration Date. In
addition, upon such termination, cancellation or expiration of this Lease,
Tenant shall be responsible for the costs
of all closure and post-closure activities which may be required by law or applicable
regulatory authority arising from Tenant’s use of the Premises for the conduct
of Tenant’s business or Tenant’s surrender of the Premises. If Tenant shall
fail to comply with the requirements of
this Section 34 regarding the removal from the Premises on the Expiration Date
of those items referenced in clauses (i) through (iv) herein, Tenant
shall be deemed to have failed to vacate the Premises and as a result shall be
subject to the provisions of Section 9 hereof regarding “Holding Over,” provided, however, that if Tenant commences the removal
of such property on or prior to the Expiration Date, and diligently
pursues the same to completion as soon as reasonably practicable thereafter,
but in no event more than ten (10) days after the Expiration Date then, provided, further, that Tenant otherwise complies
with all of its obligations under this Lease during such period
(including the payment of all Rent due hereunder on a per diem basis during
such period of compliance with the requirements of this Section 34), Tenant
shall not be deemed to be “Holding Over.”


35. AUTHORITY


Tenant and Landlord each warrant and represent that
their respective representatives executing this Lease have full power and
authority to execute this Lease on behalf of Tenant and Landlord, respectively, and that this Lease, once executed by the
signatory of Tenant or Landlord, as the case may be, shall constitute a
legal and binding obligation of that party and is fully enforceable in
accordance with its terms.


36. MECHANIC’S LIENS


          Tenant
shall indemnify and save harmless Landlord against all loss, liability, costs,
reasonable attorneys’ fees, damages or interest charges as a result of any
mechanic’s lien or any other lien filed against the Premises as a result of any
act or omission or as a result of any repairs, improvements, alterations or
additions made by Tenant or its agents or employees. Tenant shall, within
thirty (30) days of the filing of any such lien and notice given to Tenant,
remove, pay or cancel such lien or secure the payment of any such lien or liens
by bond or other acceptable security.
Landlord, at its option, may, but shall not be required to, upon expiration of
the thirty (30) day period, pay the lien or bond at its discretion
without inquiring into the validity thereof, and Tenant shall forthwith reimburse Landlord for the total expense
incurred by Landlord in discharging or bonding the lien as additional
rent hereunder, together with interest at the maximum rate permitted by law.


37. MISCELLANEOUS


          (a)
Captions. The captions of this Lease are for convenience
and reference only and in

no way define, limit or describe the scope or intent of this Lease, nor in any
way affect this Lease.


          (b)
Exhibits. EXHIBIT A, EXHIBIT B, EXHIBIT C, EXHIBIT D and EXHIBIT E
are attached hereto and are part of this Lease.


30






          (c)
Binding Effect. The covenants and agreements herein contained
shall bind and inure to the benefit of Landlord, its heirs, legal
representatives, transferees, successors and assigns, and Tenant, its heirs,
legal representatives, permitted transferees, successors and assigns.
Notwithstanding the foregoing, Tenant shall have no right to assign this Lease
or permit the use or occupancy of the Premises except in strict accordance with
the provisions of this Lease.


          (d)
Capitalized Terms. All capitalized terms not defined in this Lease
shall have the meaning assigned to them herein.


          (e)
Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same Agreement.


          (f)
Landlord’s Occupancy of Building. It is understood that Landlord
may occupy portions of the Building in the conduct of Landlord’s business. In
such event, all references herein to other tenants of the Building shall be
deemed to include Landlord as an occupant.


38. SECURITY DEPOSIT.


          On
or before the Commencement Date, Tenant will deposit with Landlord the sum of SIX THOUSAND SEVENTY NINE AND
50/100 DOLLARS ($6,079.50)
as security for the full and faithful performance of every provision of
this Lease to be performed by Tenant. If Tenant defaults with respect to any
provision of this Lease, including but not limited to the provisions relating
to the payment of Rent, Landlord may use, apply or retain all or any part of
this security deposit for the payment of any Rent or any other sum in default
or for the payment of any other amount which, Landlord may spend or become
obligated to spend by reason of Tenant’s default. If any portion of said
deposit is to be used or applied, Tenant shall, within five (5) days after
written demand therefor, deposit cash with Landlord in an amount sufficient to
restore the security deposit to its original amount and Tenant’s failure to do
so shall be a breach of this Lease. Landlord shall not, unless otherwise required by law, be required to keep this security
deposit separate from its general funds. If Tenant shall fully and faithfully
perform every provision of this Lease to be performed by it, the
security deposit or any balance thereof shall be returned to Tenant (or, at
Landlord’s option, to the last transferee of Tenant’s interest hereunder) at
the expiration of the Lease term and upon Tenant’s vacation of the Premises. In
the event the Building is sold, the security deposit will be transferred to the
new owner.


31






          IN WITNESS WHEREOF, Landlord and Tenant have respectively signed this Lease as of the day
and year first above written.


          EASTMAN KODAK COMPANY, LANDLORD


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
 Brad kruchten

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Title

 	
 Senior Vice President

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NATCORE TECHNOLOGY, INC., TENANT

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Name:

 	
 Charles Provini

 	
  

 
	
  

 	
  

 	 

 	
  

 
	
  

 	
 Title

 	
 President and CEO.

 	
  

 
	
  

 	
  

 	 

 	
  

 


32






EXHIBIT
A


Floor
Plans Showing Location of Premises


33






EXHIBIT
B


Map
Showing Location of Building

(including designated parking areas)


34






EXHIBIT
C


Site
Requirements


35






EXHIBIT
D


Utility Services Charges


	
  

 	
  

 
	
 1.

 	
 Fully Burdened Charge Rates. In
 consideration for the Utility Services consumed at the Building, Tenant shall pay the Fully Burdened
 Charge Rates, all as more fully described in this Section 1 and in
 Section 5 of this EXHIBIT D,
 of producing and providing the Utility Services
 and delivering the Utility Services to the Premises. In particular, the
 parties agree that for this purpose, in recognition of the fact that
 Tenant is the only occupant of any portion
 of the clean room space in the Building, Tenant shall be deemed to have
 consumed at the Premises, and therefore shall be responsible for, one
 hundred percent (100%) of the cost of
 Utility Services delivered to the entire clean room space in the Building
 (the “Clean Room Area”), of which the Premises is a part. Landlord’s
 computation of Fully Burdened Charge Rates for purposes of computing Utility
 Services Charges (as defined below) hereunder shall be performed consistently
 from year to year, but allowing reasonable modifications to the method of
 cost allocations based upon usage.

 
	
  

 	
  

 
	
 2.

 	
 2012 Charges. For Services
 provided during any portion of calendar year 2012, the following estimated
 rates shall apply to determine the estimated charges for the Utility Services (the “Utility Services Charges”),
 subject to adjustment as provided in Sections 3 and 4 of this EXHIBIT D below:

 







	
  

 	
  

 
	
 SERVICES

 	
 2011 ESTIMATED SERVICESCHARGE
 RATES

 
	 

 	 

 
	
 140# Steam

 	
 $15.91 per million BTU

 
	
 Low Pressure Steam

 	
 $13.13 per million BTU

 
	
 Electricity

 	
 $88.55 per mWh

 
	
 Waste Water Treatment and Industrial
 Sewer

 	
 $2.65 per thousand gallons

 
	
 Demineralized Water

 	
 $4.33 per thousand gallons

 
	
 Kodak Water

 	
 $0.94 per thousand gallons

 
	
 Chilled Water

 	
 $4.68 per ton-day

 
	
 Compressed Air

 	
 $0.51 per thousand scf

 
	
 Nitrogen

 	
 $3.33 per thousand scf

 







	
  

 	
  

 
	
  

 	
 Tenant’s consumption of each of the above listed
 Utility Services shall be determined by existing
 meters measuring the Utility Services delivered to the Clean Room Area;
 provided, however, that if at any time during the Lease Term any of
 such meters are not functioning properly, then Tenant’s consumption shall be
 computed in accordance with the reasonable estimate of Landlord.

 
	
  

 
	
 3.

 	
 Determination of Estimated Utility
 Services Charge Rates. Once each calendar year during the
 Lease Term (beginning with estimates for calendar year 2012), Landlord shall complete its estimated annual operating plan
 charge rates for each of the Utility Services and shall submit to
 Tenant a schedule of estimated Utility Services Charge rates for the next

 


36









	
  

 	
  

 
	
  

 	
 succeeding (or then-current, as the case may be)
 calendar year in substantially the same format
 as detailed in paragraph 2 above, which shall constitute the estimated Fully
 Burdened Charge Rate per unit of the Utility Services for the next
 succeeding (or then-current, as the case may be) calendar year. Tenant’s
 payments of estimated Utility Services Charges due hereunder on a monthly
 basis during such succeeding year shall be computed using such estimated
 Utility Services Charges rates. Landlord shall use its commercially
 reasonable efforts to submit such proposed schedule of Utility Services
 charges to Tenant for each calendar year by December 1 of the preceding year.
 Landlord may at any time or from time to time furnish to Tenant a revised
 estimate and, in such case, the Utility Services Charge rates for the
 remainder of the applicable calendar year shall be based upon such revised
 rates.

 
	
  

 	
  

 
	
 4.

 	
 Energy Price Adjustment to Utility
 Services Charges. As soon as practical after the expiration
 of each calendar year during the Lease Term (beginning with December 31, 2012), Landlord shall reconcile its estimated
 Fully Burdened Charge Rates against its actual Fully Burdened Charge Rates
 computed using Landlord’s actual, allocated costs incurred in providing
 the Utility Services. Once such reconciliation has been accomplished,
 Landlord shall give Tenant a statement comparing Tenant’s Utility Services
 Charges computed using such actual Fully
 Burdened Charge Rates to the amounts paid by Tenant as estimated Utility Services
 Charges during the prior calendar year. If the estimated Utility Services
 Charges paid by Tenant are less than Tenant’s Utility Services Charges computed
 using actual Fully Burdened Charge Rates
 as reported in accordance with the preceding sentence, Tenant shall pay any
 such shortfall within twenty (20) days after receipt of an invoice from
 Landlord for same. If such estimated Utility Services Charges paid by
 Tenant are more than Tenant’s Utility Services Charges computed using actual
 Fully Burdened Charge Rates, Landlord shall credit Tenant with any such
 overpayments against Utility Services Charges thereafter becoming due during
 the next calendar year of the Lease Term or, if such reconciliation is made
 after the expiration hereof, Landlord shall refund any such overage to Tenant
 within twenty (20) days after determination of same.

 
	
  

 	
  

 
	
 5.

 	
 Definition of Fully Burdened Charge
 Rates. The term “Fully Burdened Charge Rate”
 represents the total cost per unit to provide a Utility Service. The intent
 is to assign to Utility Services all
 direct utilities division costs (including, but not limited to, direct labor
 at average labor rates, fuel costs, direct supervision, depreciation,
 benefits, travel and related costs, service-related training, utility
 regulatory compliance costs, any direct third party costs incurred to provide the Utility Services and fuel hauling and
 waste hauling incurred to provide the Utility Services) as well as a
 reasonable estimate of overhead. Overhead includes the necessary costs to
 support the provision of Utility Services including, but not limited to, indirect labor, building occupancy
 costs, information technology costs, site costs and supplies. Actual
 material purchase prices are used to charge direct materials to a product or
 Utility Service.

 


37









	
  

 	
  

 	
  

 
	
  

 	
 Methodology.
 Landlord will use a methodology similar to the following to calculate the
 Fully Burdened Charge Rates to provide Utility Services:

 
	
  

 	
  

 
	
  

 	
 1.

 	
 Direct utilities division costs will be allocated to
 Utility Services being provided using appropriate and available cost drivers
 or based on an effort study to determine
 the portion of the total effort in a cost center utilized to provide
 each of the Utility Services.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 An allocation of overhead to the Utility Services
 being provided will be added to the total
 direct costs allocated to a Utility Service as provided above. For
 purposes of this Agreement, the allocation of overhead to a Utility Service
 shall be twenty-five percent (25%) of the total direct costs allocated to the
 Utility Service hereunder.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Fully Burdened Charge Rates are equal to the sum of
 direct costs as determined in A. and
 allocated overhead as determined in B, divided by the total
 forecast/actual distributed units of each Utility Service.

 


38






EXHIBIT E


KWIC
Profiles


39









Exhibit “A”


Natcore

First Floor, Building 308

4,053.21 Sq Ft





	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Buildoig Code

 	
  

 	
 Floor Code

 	
  

 	
 Room Code

 	
  

 	
 Room Area

 	
  

 	
 Room Categor

 	
  

 	
 Room Type

 	
  

 	
 Division Code

 
	 

 	
  

 	 

 	
  

 	 

 	 

 	 

 	
  

 	 

 	
  

 	 

 	
  

 	 

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
 135

 	
  

 	
 2,652.76

 	
  

 	
 MFG

 	
  

 	
 CLNRM

 	
  

 	
 NATCORE

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
 135A

 	
  

 	
 62.34

 	
  

 	
 MFG

 	
  

 	
 CLNRM

 	
  

 	
 NATCORE

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
 139

 	
  

 	
 422.24

 	
  

 	
 OFF

 	
  

 	
 CLOSED

 	
  

 	
 NATCORE

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
 136B

 	
  

 	
 57.91

 	
  

 	
 MFG

 	
  

 	
 CLNRM

 	
  

 	
 NATCORE

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
 137

 	
  

 	
 160.69

 	
  

 	
 MFG

 	
  

 	
 CLNRM

 	
  

 	
 NATCORE

 
	
 308-KP

 	
  

 	
 01

 	
  

 	
 136

 	
  

 	
 697.27

 	
  

 	
 MFG

 	
  

 	
 CLNRM

 	
  

 	
 NATCORE

 
	
  

 	
  

 	
  

 	
  

 	
  

 	 

 	 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 4,053.21

 	
  

 	
 Overall Total

 	
  

 	
  

 



40






EXHIBIT B


Map Showing Location of Building

(including designated parking areas)





41