UNITED STATES


 “Unless permitted under securities legislation, the holder
of the securities shall not trade the securities before December 28, 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 28, 2013.”


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

OF BRITISH COLUMBIA, ON AUGUST 27, 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
27, 2013 at any time up to 4:00 p.m. (local time)
in the City of Vancouver, Province of British Columbia on August 27, 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 27, 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.