UNITED STATES


 “Unless permitted under securities legislation, the holder
of the securities shall not trade the securities before May 5, 2011.”


 “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 May 5, 2011.”


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

OF BRITISH COLUMBIA, ON JANUARY 4, 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 January 4,
2011 at any time up to 4:00 p.m. (local time) in the City of Vancouver, Province of British Columbia on January
4, 2014, (the “Expiry Date”) at and
for a price of $1.00 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

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
 Director

 	
  

 










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 $1.00 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 $1.75 per share for a period of 20
consecutive trading days, at the Corporation’s election, the 36 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 not be transferred.


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 January 4, 2011. 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