UNITED STATES


 “Unless
permitted under securities legislation, the holder of the securities shall not
trade the securities before August 15, 2015.”


 “Without
prior written approval of the TSX Venture Exchange and compliance with all
applicable securities legislation, the securities represented by this
certificate may not be sold, transferred, hypothecated or otherwise traded on
or through the facilities of the TSX Venture Exchange or otherwise in Canada or
to or for the benefit of a Canadian resident before August 15, 2015.”


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES
ACT”). THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES
MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B)
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE
US SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH THE
EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER, IF APPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
SECURITIES LAWS, OR (D) IN COMPLIANCE WITH CERTAIN OTHER PROCEDURES
SATISFACTORY TO THE CORPORATION.
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF, AT ANY TIME WHEN THE CORPORATION IS A
“FOREIGN ISSUER” AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT, THESE
SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
US SECURITIES ACT, A NEW CERTIFICATE BEARING NO LEGEND MAY, SUBJECT TO
COMPLIANCE WITH APPLICABLE NON-U.S. LAWS, BE OBTAINED FROM THE TRANSFER AGENT
OF THE CORPORATION, UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED
DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT SUCH
SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE US
SECURITIES ACT.”


VOID AFTER 4:00 PM (VANCOUVER TIME) IN THE CITY OF VANCOUVER, PROVINCE 

OF
BRITISH COLUMBIA, ON JANUARY 21, 2018


WARRANTS TO PURCHASE COMMON SHARES OF


NATCORE TECHNOLOGY INC.


 (incorporated under the Business Corporations Act, British Columbia)


	
  

 	
  

 
	
 No. WC0415-XXX

 	
 XXX WARRANTS

 
	
  

 	
 NOTE: One Warrant is Required

 
	
  

 	
 to purchase one common share.

 


THIS IS TO
CERTIFY THAT for value received the holder, _____________ (the “Holder”), of this certificate
(the “Warrant Certificate”) is
entitled to purchase one fully paid and non-assessable common share of Natcore
Technology Inc. (herein called the “Corporation”)
for each Warrant represented hereby, as such shares were constituted on April
14, 2015 at any time up to 4:00 p.m. (local time) in the City of
Vancouver, Province of British Columbia on April 14, 2018, (the “Expiry Date”)at and for a price of CDN$0.95 per share, of lawful money of
Canada, upon and subject to the terms and conditions referred to in this
Warrant Certificate and the Subscription Agreement entered into between the
Corporation and the Holder.


          These
Warrants are non-transferable.


          The
Warrants may be exercised only at the registered offices of the Corporation at
Suite 2080-777 Hornby Street, Vancouver, B.C., V6Z 1S4.


          IN
WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed.


	
  

 	
  

 	
  

 
	
 NATCORE TECHNOLOGY INC.

 	
  

 
	
  

 	
  

 
	
 Per:

 	
  

 	
                                         C/S

 
	
  

 	 

 	
  

 
	
  

 	
 Authorized Signatory

 	
  

 
	
  

 	
  

 










TERMS, CONDITIONS AND
INSTRUCTIONS


	
  

 	
  

 
	
 1.

 	
 The holder of this warrant may subscribe
 for the number of shares of the Corporation indicated on the face hereof.

 
	
  

 	
  

 
	
 2.

 	
 For each share purchased pursuant to this
 warrant on or before the Expiry Date, payment must be made in the
 amount of CDN$0.95 per
 share. All payments must be made in
 Canadian Funds, in cash or by certified cheque, bank draft or money order
 payable. If payment is made by way of
 an uncertified cheque, the Corporation reserves the right to deem that the
 payment has not been received until the cheque has cleared the account upon
 which it has been drawn.

 
	
  

 	
  

 
	
 3.

 	
 To exercise the rights evidenced by this
 warrant, this warrant with the following Warrant Exercise Form completed,
 must be delivered or mailed to and received by the registered offices of the
 Corporation at Suite 2080-777 Hornby Street, Vancouver, British Columbia, V6Z
 1S4.

 
	
  

 	
  

 
	
 4.

 	
 The rights evidenced by this warrant expire
 at 4:00 p.m. local time in Vancouver, British Columbia, on the Expiry Date.

 
	
  

 	
  

 
	
 5.

 	
 The rights evidenced by this warrant may not be transferred. 

 
	
  

 	
  

 
	
 6.

 	
 If this warrant or the purchase price is forwarded by mail it is
 suggested that registered mail be used as the
 Corporation will not be responsible for any losses which occur through the
 use of mails.

 
	
  

 	
  

 
	
 7.

 	
 The rights evidenced by this warrant are to
 purchase common shares in the capital stock of the Corporation as they were
 constituted on April 14, 2015. If there shall, prior to the exercise of
 any of the rights evidenced hereby, be any reorganization of the authorized
 capital of the Corporation by way of consolidation, merger, sub-division,
 amalgamation or otherwise, or the payment of any stock dividends, then there
 shall automatically be an adjustment in either or both the number of shares
 of the Corporation which may be purchased pursuant hereto or the price at
 which such shares may be purchased, by corresponding amounts, so that the
 right evidenced hereby shall thereafter be as reasonably as possible
 equivalent to those originally granted hereby. The Corporation shall have the sole and exclusive power to make
 adjustments as it considers necessary and desirable.

 










APPENDIX
1

WARRANT EXERCISE FORM


TO:     NATCORE TECHNOLOGY INC.


The undersigned hereby exercises the right to
purchase_________Common Shares of NATCORE
TECHNOLOGY INC. (the “Corporation”)
(or such number of other securities or property to which such Warrants (the “Warrants”) entitle the undersigned in lieu
thereof or in addition thereto under the provisions of the Warrant Certificate
for the time being governing the holding of the Warrants in the Corporation) in
accordance with and subject to the provisions of such Warrant Certificate which
may be obtained, free of charge, from the Corporation at Suite 2080-777 Hornby
Street, Vancouver, British Columbia, V6Z 1S4.


The Common Shares (or other securities or
property) are to be issued as follows:


Name:
______________________________________________________________________________________________________


Address
in full:
_______________________________________________________________________________________________


____________________________________________________________________________________________________________


Number of Common Shares:
__________________________________________________________________________________


Note: If further nominees intended, please
attach (and initial) a schedule giving these particulars.


 (CHECK
ONE)


	
  

 	
  

 
	
 o

 	
 The undersigned hereby represents and
 warrants to the Corporation that at the time of exercise the undersigned is
 not a U.S. person or a person within the United States (as such terms are
 defined in Regulation S under the Securities Act of 1933 (the “U.S.
 Securities Act”) and the Warrant is not being exercised on behalf of a U.S.
 person or any person with the United States.

 
	
  

 	
  

 
	
 o

 	
 The undersigned is tendering
 with this exercise form a written opinion of counsel or other evidence
 satisfactory to them to the effect that the Common Shares to be delivered
 upon exercise of this Warrant have been registered under the U.S. Securities
 Act and the Securities laws of all applicable States of the United States or
 are exempt from registration thereunder; or

 
	
  

 	
  

 
	
 o

 	
 The undersigned does not make the
 representation set forth above and the undersigned hereby represents,
 warrants and agrees that: (i) the undersigned will not offer or sell the
 Common Shares except pursuant to registration under the U.S. Securities Act
 or in accordance with an exemption from registration thereunder or in
 compliance with Regulation S under the U.S. Securities Act; and (ii) the
 certificates representing the Common Shares subscribed for may have endorsed
 thereon a legend to such effect.

 


DATED this _______day of _______, 20______.


	
  

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 Signature
 Guaranteed

 	
  

 	
 (Signature
 of Warrant Holder)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Print full
 name

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 
	
 

 	
  

 	 

 
	
  

 	
  

 	
 Print full
 address

 










Instructions.


	
  

 	
  

 
	
 1.

 	
 The registered holder may exercise his/her
 right to receive Common Shares by enclosing payment by way of cash, a
 certified cheque, bank draft or money order in lawful money of the United
 States of America, payable to the order Natcore Technology Inc. and by
 completing this form and surrendering this form and the original Warrant
 Certificate representing the Warrants being exercised to the Corporation at
 Suite 2080-777 Hornby Street, Vancouver, British Columbia, V6Z 1S4. Certificates
 for Common Shares will be made available for pick up or mailed by registered
 mail within five business days after the exercise of the Warrant.

 
	
  

 	
  

 
	
 2.

 	
 If the Exercise Form indicates that Common
 Shares are to be issued to a person or persons other than the registered
 holder of the Warrant Certificate, the signature of such holder of the
 Exercise Form must be guaranteed by an authorized officer of a chartered
 bank, trust company or medallion guaranteed by an investment dealer who is a
 member of a recognized stock exchange.

 
	
  

 	
  

 
	
 3.

 	
 If the Exercise Form is signed by a
 trustee, executor, administrator, curator, attorney, officer of a corporation
 or any person acting in a judiciary or representative capacity, the
 certificate must be accompanied by evidence of authority to sign satisfactory
 to the Corporation.