UNITED STATES


AMENDMENT
NO. 2 TO PATENT LICENSE AGREEMENT


Between


Alliance for Sustainable Energy, LLC and


Natcore Technology Inc.


This Amendment to License
Agreement LIC-12-00206 (hereinafter “License”), shall be effective on the date it is executed by the last Party to
sign below, is between Alliance for Sustainable Energy, LLC (hereinafter
“Alliance”), as Manager and Operator of the National Renewable Energy
Laboratory (“NREL”) located at 15013 Denver West Parkway, Golden, Colorado
80401 and Natcore Technology Inc., (hereinafter “Licensee”), a
for-profit company organized and existing
under the laws of Province British Columbia and having a principal place of
business at 87 Maple Ave, Red Bank, New Jersey, USA 07701. The parties to this
agreement may be hereinafter referred to individually as “Party” and
jointly as “Parties”.


BACKGROUND:


Alliance manages and operates
NREL under authority of its Prime Contract No. DE-AC36-08G028308 with the United States Government as
represented by the Department of Energy;


The Parties executed the Patent
License Agreement on December 12, 2011 (Exclusive Patent License Agreement 12-00206). The Parties wish to
modify a section of the License pertaining to Licensed Intellectual
Property.


TERMS & CONDITIONS:


THEREFORE, in consideration of the
foregoing covenants and agreements contained herein, the Parties agree
to the following amendment to the License:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Exhibit C, 2) Market
 Milestones shall be deleted and replaced with the following:

 



2) Market Milestones:


	
  

 	
  

 	
  

 
	
  

 	
 1)

 	
 Achieve cumulative Net Sales of
 Licensed Products in excess of $1 million on or before December
 1,2014.

 
	
  

 	
 2)

 	
 Achieve cumulative Net Sales of
 Licensed Products in excess of $2 million on or before December 1,
 2015.

 
	
  

 	
 3)

 	
 Achieve cumulative Net Sales of
 Licensed Products in excess of $3 million on or before December 1,
 2016.

 



          Progress
and substantiation of Licensee meeting these development and commercialization
requirements shall be provided to Alliance in the form of a report to be
presented in writing no later than
thirty (30) days from the end of each calendar year and each anniversary
thereafter of the Effective Date thereof.









	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 All other terms and conditions
 of the License, and its authorized modifications, shall remain
 unchanged.

 



IN WITNESS WHEREOF, the Parties
hereto have caused this Amendment No. 2 to be duly executed in their respective names by their duly
authorized representatives.


	
  

 	
  

 	
  

 
	
 ALLIANCE FOR SUSTAINABLE ENERGY, LLC

 	
  

 	
 NATCORE TECHNOLOGY INC.

 
	
  

 	
  

 	
  

 
	
 By:

 	
 

 	
  

 	
 By:

 	
 

 
	
  

 	 

 	
  

 	
  

 	 

 
	
 

Name:

 	
 

Bobi Garrett

 	
  

 	
 Name:

 	
 Charles R. Provini

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
 Deputy Laboratory Director 

Strategic Programs & Partnerships

 	
  

 	
 Title:

 	
 President
 &CEO

 
	
  

 	 

 	
  

 	
  

 	 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
 01/22/2014

 	
  

 	
 Date:

 	
 01/30/2014