UNITED STATES


 “Unless permitted under securities legislation, the holder
of the securities shall not trade the securities before May 22, 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 May 22, 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 SUNDER 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.WC0115

 	
  

 	
 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
21, 2015 at any time up to 4:00 p.m. (local
time) in the City of Vancouver, Province of British Columbia on January 21,
2018, (the “Expiry
Date”) at and for a price of CDNS0.70 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

 	
  

 	
  

 










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.