September
2, 2014


 


Quicksilver
Stock Transfer


6623 Las
Vegas Blvd, South #255


Las Vegas,
NV 89119


 


Ladies and
Gentlemen:


 


Solaris
Power Cells, Inc., a Nevada corporation (the “Company”) and JMJ Financial (the “Investor”) entered into a
$500,000 Promissory Note (the “Note”) dated September 3, 2014. A copy of the Note is attached hereto. You should familiarize
yourself with your issuance and delivery obligations, as Transfer Agent, contained therein. The shares to be issued are to be
registered in the names of the registered holder of the securities submitted for conversion.


 


You are
hereby irrevocably authorized and instructed to reserve a sufficient number of shares of common stock (“Common Stock”)
of the Company (at least 135,000,000 (one hundred thirty five million) shares of Common stock for the Note which should be held
in reserve for the Investor as of this date) for issuance upon full conversion of the Note in accordance with the terms thereof.
The amount of Common Stock so reserved may be increased, from time to time, by written instructions of the Company and the Investor.


 


The ability
to process a notice of conversion under the Note (a “Conversion Notice”) in a timely manner is a material obligation
of the Company pursuant to the Note. Your firm is hereby irrevocably authorized and instructed to issue shares of Common Stock
of the Company (without any restrictive legend) to the Investor without any further action or confirmation by the Company (from
the reserve, but in the event there are insufficient reserve shares of Common Stock to accommodate a Conversion Notice (defined
below) your firm and the Company agree that the Conversion Notice should be completed using authorized but unissued shares of
Common Stock that the Company has in its treasury): (A) upon your receipt from the Investor of: (i) a Conversion Notice executed
by the Investor; and (ii) an opinion of counsel of the Investor, in form, substance and scope customary for opinions of counsel
in comparable transactions (and satisfactory to the transfer agent), to the effect that the shares of Common Stock of the Company
issued to the Investor pursuant to the Conversion Notice are not "restricted securities" as defined in Rule 144 and
should be issued to the Investor without any restrictive legend, provided that the Company is current on its SEC filings; and
(B) the number of shares to be issued is less than 4.99% of the total issued common stock of the Company.


 


The Company
hereby requests that your firm act immediately, without delay and without the need for any action or confirmation by the Company
with respect to the issuance of Common Stock pursuant to any Conversion Notices received from the Investor.


 


The Company
shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its
attorneys) incurred by or asserted against you or any of them arising out of or in connection the instructions set forth herein,
the performance of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself
or themselves against any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in
respect of which it is determined that you have acted with gross negligence or in bad faith (which gross negligence or bad faith
must be determined by a final, non-appealable order, judgment, decree or ruling of a court of competent jurisdiction). You shall
have no liability to the Company in respect to any action taken or any failure to act in respect of this if such action was taken
or omitted to be taken in good faith, and you shall be entitled to rely in this regard on the advice of counsel.


  



    	 



    	 



    

 


The Board
of Directors of the Company has approved the foregoing (irrevocable instructions) and does hereby extend the Company’s irrevocable
agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained
on the terms herein set forth.


 


If the Company’s
account is in arrears with the Transfer Agent, the Transfer Agent shall not have any obligation to act upon these instructions;
however the Investor shall have the option to cure the outstanding balance with the Transfer Agent.


 


The Company
agrees that in the event that the Transfer Agent resigns as the Company’s transfer agent, or if the Company decides to switch
or terminate the current Transfer Agent, the Company shall engage a suitable replacement transfer agent that will agree to serve
as transfer agent for the Company and be bound by the terms and conditions of these Irrevocable Instructions within five (5) business
days.


 


The Investor
is intended to be and is third party beneficiary hereof, and no amendment or modification to the instructions set forth herein
may be made without the consent of the Investor.


  


	 	Very truly yours,
	 	 
	 	Solaris Power Cells, Inc.
	 	 
	 	By:	/s/
Leonard Caprino
	 	 	Leonard Caprino
	 	 	Principal Executive
    Officer
	 	 	Secretary and
    President


  


	Acknowledged and Agreed:	 
	 	 
	/S/
    JMJ Financial 	 
	JMJ Financial / Its Principal	 
	 	 
	Quicksilver Stock Transfer	 
	 	 
	By:	/s/
    Alan Shinderman	 
	Name:	Alan Shinderman	 
	Title:	President