UNITED STATES


 “Unless permitted under securities legislation, the holder
of the securities shall not trade the securities before December 21, 2013,”


 “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
December 21, 2013.”


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

OF BRITISH COLUMBIA, ON AUGUST 20, 2016


WARRANTS TO PURCHASE COMMON SHARES OF


NATCORE TECHNOLOGY INC


 (incorporated under the Business Corporations Act, British Columbia)


	
  

 	
  

 
	
 No.

 	
 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 August 20, 2013 at any time up to 4:00 p.m.
(local time) in the City of Vancouver, Province of British Columbia on August
20, 2016, (the “Expiry Date”) at
and for a price of US$0.62 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 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 US$0.62
per share. All payments must be made in United States 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 be transferred. Subject to applicable
securities legislation and the rules,
policies, notices and orders issued by applicable securities regulatory
authorities, including the TSX Venture Exchange (or any other stock
exchange on which the Common Shares are listed), the Warrants evidenced hereby
(or any portion thereof) may be assigned or transferred by the holder by duly
completing and executing the transfer form attached hereto as Appendix “II”.
The rights and obligations of the parties hereunder shall be binding upon and
enure to the benefit of their successors and permitted assigns.


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 August 20, 2013. 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
 Sunder 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 Sunder 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.

 










APPENDIX
1I

WARRANT TRANSFER FORM


FOR VALUE RECEIVED the
undersigned hereby sells, assigns and transfers unto


___________________________________________________________________________________________________


(Please print or
typewrite name and address of assignee)


___________________________________________________________________________________________________


____________ Warrant(s)
represented by the within certificate, and do(es) hereby irrevocably constitute
and appoint


___________________________________________________________________________________________________


_________ the attorney of
the undersigned to transfer the said Warrants maintained by the transfer agent
of the Company with full power of substitution hereunder.


DATED
this _______ day of _______________, _____________.


	
  

 	
  

 	
  

 
	
  

 	
  

 	 

 
	
  

 	
  

 	
 Signature of Holder

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	 

 	
  

 	 

 
	
 Signature Guarantee

 	
  

 	
 Name of Holder (please print)

 


The signature of the
Holder to this assignment must correspond exactly with the name of the Holder
as set forth on the face of this Warrant certificate in every particular,
without alteration or enlargement or any change whatsoever and the signature
must be guaranteed by a Canadian chartered bank or by a Canadian trust company
or by a medallion signature guarantee from a member of a recognized Signature
Medallion Guarantee Program.