Exhibit 10.4



 





Execution Copy


 


NEITHER THIS SECURITY NOR THE SECURITIES INTO
WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


COMMON STOCK PURCHASE WARRANTS


 


To Purchase
600,000 Shares of Common Stock of


 


XZERES
CORP.


 





	No. 2012- 00__	August      , 2012







 


THIS COMMON
STOCK PURCHASE WARRANT (the “Warrant”) CERTIFIES that, for value received, Hanover Holdings I, LLC and its
registered assigns (collectively, the “Holder”), is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the date of this Warrant, and on or prior to the
second anniversary of the date of this Warrant (the “Termination Date”), but not thereafter, to subscribe for
and purchase from XZERES CORP., a Nevada corporation (the “Company”), up to 600,000 shares1 (the
“Warrant Shares”) of the common stock, par value $0.01 per share, of the Company (the “Common Stock”)
at an exercise price of $0.352 per share of Common Stock (the “Exercise Price”). The Exercise Price
and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.


 


1.     Title
to Warrant. Prior to the Termination Date and subject to compliance with applicable laws, including transfer restrictions
imposed by applicable securities laws and Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in
whole or in part, at the office or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender
of this Warrant together with the Assignment Form annexed hereto properly endorsed. The transferee shall sign an investment letter
in form and substance reasonably satisfactory to the Company.


 


2.    Authorization of
Shares. The Company covenants that all Warrant Shares which may be issued from time to time upon the exercise of this Warrant,
will, upon exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes,
liens, and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with
such issue).


 


3.     Exercise of Warrant.


 


(a)     Subject to Section
3(c), exercise of the purchase rights represented by this Warrant may be made within two (2) years from the its issuance, at any
time on or before 5 p.m., Nevada time, by delivery to the Company (or such other office or agency of the Company as it may designate
by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) of a duly executed
Notice of Exercise Form annexed hereto, and surrender of this Warrant, together with payment of the aggregate Exercise Price of
the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank in immediately available funds.


 













1 Number of warrants is based on an initial
drawdown of $1.5 million; at the time of any subsequent Drawdown, the amount of any additional warrants to be issued will be determined
on the same pro rata basis multiplied by .5.


2 For any subsequent warrants, the exercise
price shall be 115% of the closing bid price for the prior 10 trading days.





 






    	 



    	 	



    
 







Certificates for Warrant
Shares purchased hereunder shall be delivered to the Holder within three (3) days from the delivery to the Company of the Notice
of Exercise Form, surrender of this Warrant, and payment of the aggregate Exercise Price as set forth above (“Warrant
Share Delivery Date”). This Warrant shall be deemed to have been exercised on the later of (i) the date the Notice of
Exercise is delivered to the Company; and (ii) the date the Exercise Price is received by the Company. The Warrant Shares shall
be deemed to have been issued, and Holder or any other person so designated to be named therein, shall be deemed to have become
a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised by payment to the Company
of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 5 hereof, have been paid. If
the Company shall fail for any reason, or for no reason, to issue to the Holder a certificate for the Warrant Shares to which the
Holder is entitled within three (3) days of receipt of the Notice of Exercise and the Exercise Price, the Holder (or a broker for
the Holder) may purchase (in an open market transaction or otherwise), shares of Common Stock as replacement for the Warrant Shares
and the Company shall then pay in cash to the Holder the amount by which the Holder’s total purchase price (including brokerage
commissions, if any) for the Common Stock so purchased exceeds the aggregate Exercise Price for the Warrant Shares required to
have been delivered to the Holder. Nothing herein shall limit a Holder’s right to pursue any other remedies available to
it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing the Warrant Shares upon exercise of the Warrant,
as required pursuant to the terms hereof.


 


(b)     Cashless
Exercise. In connection with any exercise of this Warrant, in lieu of payment of the Exercise Price, the Holder may exercise
this Warrant, in whole or in part, by presentation and surrender of this Warrant to the Company, together with a Notice of Exercise
Form attached hereto duly executed (a “Cashless Exercise”). Such presentation and surrender shall be deemed
a waiver of the Holder’s obligation to pay all or any portion of the Exercise Price, as the case may be. In the event of
a Cashless Exercise, the Holder shall exchange this Warrant for that number of Common Shares determined by multiplying the number
of Common Shares for which this Warrant is being exercised by a fraction, (a) the numerator of which shall be the difference between
(i) the then current market price per Common Share, and (ii) the Exercise Price, and (b) the denominator of which shall be the
then current market price per Common Share. For purposes of any computation under this Section 3(b), the then current market price
per Common Share at any date shall be deemed to be the average of the daily trading price for the ten (10) consecutive trading
days immediately prior to the Cashless Exercise. If, during such measuring period, there shall occur any event which gives rise
to any adjustment of the Exercise Price, then a corresponding adjustment shall be made with respect to the closing prices of the
Common Shares for the days prior to the Effective Date of such adjustment event. As used herein, the term “trading price”
on any relevant date means (A) if the Common Stock is listed for trading on the New York Stock Exchange, the American Stock Exchange,
the NASDAQ Global Market, the NASDAQ Select Market (or any replacement NASDAQ market), the closing sale price (or, if no closing
sale price is reported, the last reported sale price) of the Common Stock (regular way), or (B) if the Common Stock is not so listed
but quotations for the Common Stock are reported on the OTC Bulletin Board, the most recent closing price as reported on the OTC
Bulletin Board.


 


(c)    If this Warrant
shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the un-purchased Warrant Shares called for
by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 






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4.     No Fractional Shares
or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As
to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.


 


5.     Charges, Taxes,
and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer
tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by
the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the
Holder provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the
Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto, duly executed by
the Holder, in which instance the Company may require, as a condition thereto, the payment by the Holder or such assignee of a
sum sufficient to reimburse it for any transfer tax incidental thereto.


 


6.     Closing of Books.
The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant
to the terms hereof.


 


7.      Transfer, Division
and Combination.


 


(a)     Subject to compliance
with any applicable securities laws and the conditions set forth in Sections 1 and 7(e) hereof, this Warrant and all rights hereunder
are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney, and
funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued. Notwithstanding the foregoing, the Holder
will not voluntarily and knowingly assign or transfer this Warrant or the Warrant Shares to any direct competitor of the Company
without the Company’s prior written consent.


 


(b)      This Warrant may be
divided or combined with other Warrants upon presentation hereof at the office of the Company, together with a written notice specifying
the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance
with Section 7(a) as to any transfer which may be involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.


 


(c)      The Company shall
prepare, issue and deliver at its own expense (other than transfer taxes) the new Warrant or Warrants under this Section 7.


 


(d)      The Company agrees
to maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.


  



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(e)     The Company may require,
as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the
Company a written opinion of counsel reasonably acceptable to the Company (which opinion shall be in form, substance, and scope
customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration
under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and
deliver to the Company an investment letter in form and substance acceptable to the Company, and (iii) that the transferee be an
“accredited investor” as defined in Rule 501(a) promulgated under the Securities Act or a qualified institutional buyer
as defined in Rule 144A(a) under the Securities Act.


 


8.     No Rights as Shareholder
until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company
prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price, the Warrant Shares
so purchased shall be and be deemed to be issued to the Holder as the record owner of such shares as of the close of business on
the later of the date of such surrender or payment.


 


9.      Loss, Theft, Destruction
or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction, or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in
case of loss, theft or destruction, receipt by the Company of indemnity or security reasonably satisfactory to it (which, in the
case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


10.     Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken, or such right may be exercised, on the next
succeeding day not a Saturday, Sunday or legal holiday.


 


11.     Adjustments of
Exercise Price. In the event that the Company issues additional securities (the “Dilutive Event”), other
than (i) shares to be issued pursuant to the initial public offering of the Company’s Common Stock; (ii) shares of Common
Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans
or stock options plans approved by the Company’s board of directors and shareholders and existing on the date hereof; and
(iii) shares of Common Stock issuable under employment, consulting agreements or loan agreements that are outstanding as of the
date hereof, then the Exercise Price shall be adjusted (but only if such adjustment results in a lower exercise price) to an amount
equal to the amount received or deemed to be received by the Company pursuant to such Dilutive Event.


 


12.      Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets. In case the Company shall reorganize its capital, reclassify
its capital stock, consolidate or merge with or into another corporation (where the Company is not the surviving corporation or
where there is a change in or distribution with respect to the Common Stock of the Company), or sell, transfer or otherwise dispose
of its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash,
shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or acquiring corporation (“Other Property”),
are to be received by or distributed to the holders of Common Stock of the Company, then, from and after the consummation of such
transaction or event, the Holder shall have the right thereafter to receive, instead of the Warrant Shares, at the option of the
Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and Other Property receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event, or (b) if the Company is acquired in an all cash transaction, cash equal to the value of this
Warrant as determined in accordance with the Black-Scholes option pricing formula. For purposes of this Section 12, “common
stock of the successor or acquiring corporation” shall include stock of such corporation of any class which is not preferred
as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also
include any evidences of indebtedness, shares of stock, or other securities which are convertible into or exchangeable for any
such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or
other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 12 shall similarly apply to
successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.


 






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13.     Notice of Adjustment.
Whenever the number of Warrant Shares, or the number or kind of securities or other property purchasable upon the exercise of this
Warrant, or the Exercise Price is adjusted, as herein provided, the Company shall give notice thereof to the Holder, which notice
shall state the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the
Exercise Price of such Warrant Shares (and other securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by which such adjustment was made.


 


14.      Other Adjustments.
If any event occurs of the type contemplated by the provisions of Sections 11 or 12 above but not expressly provided for by such
provisions, (including, without limitation, the granting of stock appreciation rights, phantom stock rights, or other rights with
equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and/or
the number of Warrant Shares and other securities or property to be issued to the Holder upon exercise of the Warrant so as to
protect the rights of the Holder, provided that no such adjustment pursuant to Sections 11 or 12 will increase the Exercise Price
or decrease the number or amount of securities or other property issuable or deliverable to the Holder as otherwise determined
pursuant to Sections 11 and/or 12.


 


15.      Notice of Corporate
Action. If at any time:


 


(a)     the Company shall
take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or other distribution,
or


 


(b)     there shall be any
capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any consolidation
or merger of the Company with, or any sale, transfer or other disposition of all or substantially all the property, assets or business
of the Company to, another corporation, or


 


(c)     there shall be a voluntary
or involuntary dissolution, liquidation, or winding up of the Company; then, in any one or more of such cases,


 


the Company shall give to
Holder (i) prior written notice of the date on which a record date shall be selected for such dividend or distribution or for determining
rights to vote in respect of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition, liquidation,
or winding up, and (ii) in the case of any such reorganization, reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation, or winding up, prior written notice of the date when the same shall take place. Such notice in accordance
with the foregoing clause also shall specify (i) the date on which the holders of Common Stock shall be entitled to any such dividend
or distribution, and the amount and character thereof, and (ii) the date on which any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation, or winding up is to take place and the time, if any such
time is to be fixed, as of which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such disposition, dissolution, liquidation or winding up. Each such written notice shall be sufficiently
given if addressed to Holder at the last address of Holder appearing on the books of the Company and delivered in accordance with
Section 17(d).








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16.     Authorized Shares.
The Company covenants that during the period the Warrant is outstanding, it will take all reasonable action to ensure that the
Company is authorized to issue a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise
of this Warrant. The Company shall also reserve from its authorized and unissued Common Stock a sufficient number of shares to
provide for the issuance of the Warrant Shares upon the exercise of this Warrant. The Company further covenants that its issuance
of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the exercise of this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of the trading market upon which the Common Stock may be or may become
listed.


 


Except and to the extent
as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or bylaws, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable
therefore upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this
Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public
regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.


 


Before taking any action
which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable, or in the Exercise Price,
the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary, from any public
regulatory body or bodies having jurisdiction thereof.


 


17.     Miscellaneous.


 


(a)      Jurisdiction.
All questions concerning the construction, validity, enforcement, and interpretation of this Warrant shall be determined in accordance
with the laws of the State of New York, without giving effect to such jurisdiction’s principles of conflict of laws. Each
of the parties hereto submits to the personal jurisdiction of and each agrees that all proceedings relating hereto shall be brought
in federal or state courts located within New York County in the State of New York. Each party agrees that any process or notice
to be served or delivered in connection with any action, lawsuit or proceeding brought hereunder may be accomplished in accordance
with the notice provisions set forth below or as otherwise provided by applicable law.







 



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(b)      Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered for resale, will
have restrictions upon resale imposed by state and federal securities laws.


 


(c)     Non-waiver and
Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice Holder’s rights, powers, or remedies, notwithstanding all rights hereunder
terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant which
results in any material damages to the Holder, the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses, including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by Holder in collecting any amounts due pursuant hereto, or in otherwise enforcing any of its rights, powers, or remedies
hereunder.


 


(d)     Notices. Any
notice, request, or other document required or permitted to be given or delivered to the Company or the Holder shall be effective
when delivered by hand or when properly deposited in the mails postage prepaid, or sent by electronic facsimile transmission, receipt
acknowledged, or delivered to an overnight courier, in each case addressed as follows:


 


If
to the Holder:


5
Hanover Square


New
York, New York 10004


Attention: Joshua Sason, Chief Executive Officer


Telecopier:
(646) 737-9948


 


With
a copy to:


Gersten
Savage LLP


600
Lexington Ave., 9th Floor


New
York, NY 10022


Attention:
David E. Danovitch, Esq.


Telecopier:
(212) 980-5192


 


If
to the Company:


9025
SW Hillman Court, Suite 3126


Wilsonville,
OR 97070


Attention:
Frank Greco, Chief Executive Officer

Telecopier:


 


With
a copy to:


  


(e)     Limitation of Liability.
No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and
no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.


 


(f)     Successors and
Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to
the benefit of, and be binding upon, the successors of the Company and the successors and permitted assigns of Holder. The provisions
of this Warrant are intended to be for the benefit of all Holders, from time to time, of this Warrant and shall be enforceable
by any such Holder or holder of Warrant Shares.




 






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(g)     Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.


 


(h)     Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by, or be invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


(i)      Headings. The
headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.


 


(j)      Disputes. In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the securities or other property,
the Company shall promptly issue and deliver to the Holder the securities or other property that are not disputed.


 


(k)     Remedies. The
Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under Section 3 of this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of Section 3 of this Warrant and hereby agrees
to waive the defense in any action for specific performance that a remedy at law would be adequate.


 


(l)     Piggy-Back
Registrations. If at any time when there is not an effective registration statement (a “Registration Statement”)
under the Securities Act covering the Warrant Shares, the Company determines to prepare and file a Registration Statement relating
to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than
on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities
to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with
stock option or other employee benefit plans, the Company shall send to each Holder written notice of such determination and,
if within thirty (30) days after receipt of such notice, or within such shorter period of time as may be specified by the Company
in such written notice as may be necessary for the Company to comply with its obligations with respect to the timing of the filing
of such registration statement, any such Holder shall so request in writing (which request shall specify the registrable securities
of the Company (“Registrable Securities”) intended to be disposed of by the Holder), the Company will cause
the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by
the Holder, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided
that if at any time after giving written notice of its intention to register any securities and prior to the effective date of
the registration statement filed in connection with such registration, the Company shall determine for any reason not to register
or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such
Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration, and (ii) in the case of a determination to delay registering, shall
be permitted to delay registering any Registrable Securities being registered for the same period as the delay in registering
such other securities. The Company shall include in such registration statement all or any part of such Registrable Securities
such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable
Securities pursuant to this provision that are eligible for sale without restriction pursuant to Rule 144 of the Securities Act.
In the case of an underwritten public offering, if the managing underwriter(s) or underwriter(s) should reasonably object to the
inclusion of the Registrable Securities in such registration statement, then if the Company after consultation with the managing


 






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underwriter should reasonably
determine that the inclusion of such Registrable Securities would materially adversely affect the offering contemplated in such
registration statement, and based on such determination recommends inclusion in such registration statement of fewer or none of
the Registrable Securities of the Holders, then (x) the number of Registrable Securities of the Holders included in such registration
statement shall be reduced pro-rata among such Holders (based upon the number of Registrable Securities requested to be
included in the registration), if the Company after consultation with the underwriter(s) recommends the inclusion of fewer Registrable
Securities, or (y) none of the Registrable Securities of the Holders shall be included in such registration statement, if the Company
after consultation with the underwriter(s) recommends the inclusion of none of such Registrable Securities; provided, however,
that if securities are being offered for the account of other persons or entities as well as the Company, such reduction shall
not represent a greater fraction of the number of Registrable Securities intended to be offered by the Holder than the fraction
of similar reductions imposed on such other persons or entities (other than the Company).


 


[The Remainder of this
Page Intentionally Left Blank]


 






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IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized.


 


	Dated: July      , 2012	 
	 	 	 
	XZERES CORP.	 
	 	 	 
	 By:		 
	 Name:		 
	 Title:		 


  



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NOTICE OF EXERCISE


 


	To:		XZERES CORP.



 


(1)     The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant, and
tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2)     
The Holder intends that payment of the Exercise Price shall be made as:


 


____________a “Cash
Exercise” with respect to ____________Warrant Shares; and/or


 


____________a “Cashless
Exercise” with respect to ______________ Warrant Shares.


 


(3)     Payment of Exercise Price. (a) In the event that the holder has elected a Cash Exercise with respect to some or all of the
Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant, and (ii) in the event that the holder has elected a cashless exercise
with respect to some or all of the Warrant Shares to be issued pursuant hereto, the cancellation of such portion of the attached
Warrant as is exercisable for a total of _____ Warrant Shares (using a Current Market Price of $_____ per share for purposes of
this calculation).


 


(4)     Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other
name as is specified below:


________________________________________


 


The Warrant Shares shall be delivered to the
following:


 


________________________________________



 


________________________________________



 


________________________________________



 


________________________________________



 


________________________________________


 


________________________________________


 


________________________________________


 


(5)     Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D under the Securities
Act of 1933, as amended.


 


	 	[NAME OF HOLDER]
	 	 	 
	 	 By:	
	 	 Name:	
	 	 Title:	
	 	 	 
	 	 Dated:	 ________________________


  



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ASSIGNMENT FORM


 


(To assign the foregoing
warrant, execute this form and supply required information. Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, the
foregoing Warrant and all rights evidenced thereby are hereby assigned to ___________________________________ whose
address is ______________________________________________.


 


	 	 	
        Dated: ______________, _______ 

	 	 	 
	 	Holder’s Signature	
		 	 
	 	Holder’s Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing.


 



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