UNITED STATES


 “Unless permitted under securities legislation, the holder
of the securities shall not trade the securities before November 21, 2012.”


 “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 November 21, 2012.”


“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 SUNDER 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 SUNDER THE
US SECURITIES ACT, THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION SUNDER 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 SUNDER THE US SECURITIES
ACT.”


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

OF BRITISH COLUMBIA, ON JULY 20, 2014


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 July 20, 2012 at any time up to 4:00 p.m. (local time) in the
City of Vancouver, Province of British Columbia on July 20, 2014, (the “Expiry Date”) at and for a price of $0.90 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 $0.90 per share. All payments must be made
in Canadian Funds, in cash or by certified cheque, bank draft or money order
payable, at par, in Vancouver, British Columbia. 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. Subject to Section 5,
the rights evidenced by this warrant expire at 4:00 p.m. local time in
Vancouver, British Columbia, on the Expiry Date.


5. Notwithstanding
Section 4 above, in the event that the closing price of the Corporation’s
shares on the TSX Venture Exchange exceeds $1.20 per share for a period of 20 consecutive
trading days, at the Corporation’s election, the 24 month period within which
this warrant is exercisable will be reduced and the Holder of this warrant will
be entitled to exercise this warrant for a period (the “Exercise Period”) of 30 days commencing on
the date the Corporation disseminates a press release providing notice of the
commencement of the Exercise Period, and this Warrant will thereafter expire at
4:00 p.m. (Vancouver time) on the last day of the 30 day exercise period
referenced above.


6. 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.


7. 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.


8. The rights evidenced
by this warrant are to purchase common shares in the capital stock of the
Corporation as they were constituted on July
20, 2012. 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 Canada, 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.