UNITED STATES


PUBLIC OFFERING

SUBSCRIPTION AGREEMENT

AND

CONFIDENTIAL SUBSCRIBER QUESTIONNAIRE


NATCORE TECHNOLOGY, INC.


FOR A COMPLETE DESCRIPTION OF THE PUBLIC OFFERING AND INFORMATION REGARDING
INVESTMENT RISKS, SUBSCRIBERS ARE URGED TO READ THE PROSPECTUS.


          This
Subscription Agreement and Confidential Subscriber Questionnaire are part of
the Natcore Technology, Inc.’s (the “Company”) registration statement dated
June 6, 2016, and is to be used to purchase shares of the Company’s common
stock in the Company’s public offering of 5,000,000 shares, $.001 par value, at
$0.31 per share on a best efforts, no-minimum basis (the “Public Offering”).


          If
a person or entity (a “Subscriber”) wishes
to take
part in the Public Offering, the Subscriber must complete the
entire Subscription Agreement
and Confidential Subscriber Questionnaire. Subscribers should read the
instructions carefully on how to complete these documents. Incomplete
Subscription Agreements and Confidential Subscriber Questionnaire or documents
which fail to include the necessary attachments will be rejected. 


          The
Company must receive properly completed Subscription Agreements no later than
December 6, 2016 (the “Expiration Date”), unless extended. The Expiration Date
may occur prior to the aforementioned date if the offering is fully subscribed
before that date, or the Company decides to terminate the offering prior to
that date. The Company may conduct multiple closings of the offering until the
offering is fully subscribed or terminated. In either event, the offering may
be closed without further notice to investors. 


THE COMPANY
RESERVES THE RIGHT IN ITS SOLE AND ABSOLUTE DISCRETION TO REJECT THE
SUBSCRIPTION OF ANY SUBSCRIBER FOR ANY REASON AT ALL, INCLUDING THE
SUBSCRIBER’S FAILURE TO MEET THE SUITABILITY REQUIREMENTS PRESCRIBED BY THE
STATE OF SUCH SUBSCRIBER’S RESIDENCE. IF THE COMPANY REJECTS SUCH SUBSCRIPTION,
THE COMPANY WILL DO SO PROMPTLY AND ANY CASH PAYMENTS AND COPIES OF ALL
EXECUTED SUBSCRIPTION DOCUMENTS WILL BE PROMPTLY RETURNED, WITHOUT INTEREST OR
DEDUCTION, IN THE CASE OF CASH PAYMENTS. 


1






INSTRUCTIONS ON COMPLETING THIS PUBLIC
OFFERING SUBSCRIPTION

AGREEMENT & CONFIDENTIAL SUBSCRIBER QUESTIONNAIRE


Any person or entity
subscribing (a “Subscriber”) to invest in the common stock shares (the “Shares”) of
Natcore, Technology, Inc. (the “Company”), a British Columbia corporation, may
do so only by means of the completion, delivery and acceptance of the
subscription documents in this package (the “Subscription Documents”) as follows:


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Complete the Confidential Subscriber
 Questionnaire.

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Date and sign the signature page of the
 Confidential Subscriber Questionnaire and Subscription Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Natural persons must submit a proof of
 residency by attaching alegiblecopy
 ofthe Subscriber’sdriver’slicense,passportorothergovernment
 issued photo identification.Iftheshares are to be issued in
 more than one name,
 both persons must supply a copy of their driver’s license, US passport or other
 government issued photoidentification.

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Subscribers, other than natural persons,
 must submit a copy of their certificate of incorporation or organization (or
 analogous document). 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Complete and sign IRS Form W-9, attached as
 Appendix C hereto, to certify your tax identification number. If you are not
 a U.S. person, you must instead complete the appropriate IRS Form W-8. For
 the appropriate Form W-8 and an updated Form W-9, please go to www.irs.gov.

 


DELIVERY
INSTRUCTIONS. Subscribers must deliver the Subscription
Documents to the Company at the address listed below:


ARMSTRONG SIMPSON, Barristers & Solicitors

Attn: Shauna Hartman
2080 – 777 Hornby Street

Vancouver BC, Canada, V6Z 1S4


SUBSCRIPTION
PAYMENTS. Subscribers must tender payment by
check, money order or wire of immediately available fundsin
theamountoftheTotalPurchasePricefortheshares payable in U.S. Dollars. If you are
paying by check or money order,
please make the check or money order
payable to “Natcore Technology, Inc.” and send it to: 


Natcore Technology, Inc.

Attn: Pat Zubil

189 N. Water Street, Suite 700

Rochester, NY 14604


 Ifyou
are paying by wire transfer, please use the following instructions: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Bank:

 	
 Bank of
 America

 	
  

 
	
  

 	
 Address:

 	
 74 Highway
 35, Red Bank, NJ 07701

 	
  

 
	
  

 	
 ABA Number:

 	
 026009593

 	
  

 
	
  

 	
 Account No.:

 	
 009421394942
 

 	
  

 
	
  

 	
 For Credit to:

 	
 Natcore
 Technology, Inc. 

 	
  

 
	
  

 	
 Reference:

 	
 [Subscriber
 Name]

 	
  

 



ADDITIONAL
INFORMATION. For additional information concerning
subscriptions, Subscribers should contact Thomas J. Scarpa at is scarpa@natcoresolar.com
or (585) 286-9180.


2






CONFIDENTIAL SUBSCRIBER QUESTIONNAIRE


THE SUBSCRIBER
UNDERSTANDS THAT THE REPRESENTATIONS CONTAINED IN THIS CONFIDENTIAL SUBSCRIBER
QUESTIONNAIRE ARE MADE FOR THE PURPOSE OF ESTABLISHING THE SUBSCRIBER’S
ELIGIBILITY TO PURCHASE THE COMPANY’S SHARES. THE SUBSCRIBER HEREBY REPRESENTS
THAT THE STATEMENT OR STATEMENTS INITIALED BELOW AND SET FORTH HEREIN AND
ELSEWHERE, INCLUDING THE SUBSCRIPTION AGREEMENT, ARE TRUE AND CORRECT IN ALL
RESPECTS. THE SUBSCRIBER UNDERSTANDS THAT A FALSE REPRESENTATION MAY CONSTITUTE
A VIOLATION OF LAW, AND THAT ANY PERSON WHO SUFFERS DAMAGE AS A RESULT OF A
FALSE REPRESENTATION MAY HAVE A CLAIM AGAINST THE SUBSCRIBER FOR DAMAGES.


SUBSCRIPTIONS
WILL BE ACCEPTED ONLY FROM PERSONS WHO ARE ELIGIBLE INVESTORS WITHIN THE
MEANING OF APPLICABLE FEDERAL AND STATE SECURITIES REGULATIONS. UNLESS
OTHERWISE INDICATED, RESPONSES SHOULD BE GIVEN BY REFERENCE TO THE SPECIFIC
PERSON FOR WHOSE ACCOUNT THE SHARES ARE BEING ACQUIRED. THE SUBSCRIBER MAY BE
REQUIRED TO PROVIDE SUCH FURTHER INFORMATION AND EXECUTE AND DELIVER SUCH
DOCUMENTS AS THE COMPANY MAY REASONABLY REQUEST TO VERIFY THAT THE SUBSCRIBER
QUALIFIES AS AN ELIGIBLE INVESTOR. 


A. Name of
Subscriber. Provide the full legal name of the
Subscriber(s). In the case of organizations, provide the type of entity (e.g.,
corporation, partnership, or trust) and its state of organization.


____________________________________________________________________________________________________________


B. Social
Security Number (Individuals) or Tax Identification Number (Entities).
Provide the social security number or tax identification number of the
Subscriber. 


____________________________________________________________________________________________________________


C. Date of
Birth (Individuals) or Date of Organization (Entities).
Provide the date of birth or date of organization of the Subscriber. 


____________________________________________________________________________________________________________


D. Residence
Address and Telephone Number (Individuals). Please
indicate your residence address and telephone number.


	
  

 
	
  

   

 

 
	 

 
	
 Address

 
	
  

   

 

 
	 

 
	
 Address

 
	
  

   

 

 
	 

 
	
 City, State,
 Zip

 
	
  

   

 

 
	 

 
	
 Telephone

 


3






E. Business
Address and Telephone Number (All Investors). Please
indicate your business address and telephone number.


	
  
 
	
  

   

 
 
	  
	
 Address
 
	
  

   

 
 
	
 Address
 
	  
	
  

   

 
 
	
 City, State,
 Zip
 
	  
	
  

   

 
 
	
 Telephone
 


F. Net Worth
(Individuals). Provide the Net Worth of the
Subscriber(s). Net Worth” means the total value of all assets, minus the total
value of all liabilities. The value of an asset is equal to the price at which
an investor could reasonably expect to sell the asset. In calculating net
worth, an investor should only include assets that are liquid, meaning assets
that consist of cash or something that could be quickly and easily converted
into cash, such as publicly-traded stock. An investor should not include
illiquid assets in the calculation of net worth, such as homes, home
furnishings or cars. 


____________________________________________________________________________________________________________


G. Annual
Gross Income (Individuals). Provide the Annual Gross
Income of the Subscriber(s). “Annual gross income” means the total amount of
money you earn each year, before deducting any amounts for taxes, insurance,
retirement contributions or any other payment or expenses.


____________________________________________________________________________________________________________


ACKNOWLEDGEMENT AND CERTIFICATION


          The
undersigned Subscriber does represent and certify under penalty of perjury, by
executing the below, that the foregoing statements are true and correct and
that he/she has (they have) by the following signature(s) this ______ day of
______________, 201__.


	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Signature of
 Subscriber 

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Name 

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Signature of
 Subscriber 

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Name 

 


4






SUBSCRIPTION AGREEMENT


1.
SUBSCRIPTION. 


          1.1
The undersigned (the “Subscriber”), desiring to become a shareholder in NATCORE TECHNOLOGY, INC., a corporation organized
under the laws of British Columbia, Canada (the “Company”), hereby subscribes
for and agrees to purchase shares of common stock issued by the Company (the “Securities”) pursuant to the Company’s
offering of 5,000,000 shares, $.001 par value, at $0.31 per share on a best
efforts, no-minimum basis (the “Public Offering”) described in, and upon the
terms and conditions set forth in, the prospectus dated June 6, 2016, as
amended or supplemented through the closing of the Public Offering (the
“Prospectus”), as follows.


          1.2
The Subscriber hereby irrevocably agrees to deliver directly to the Company
payment for the Securities and a completed copy of this Subscription Agreement
and Confidential Subscriber Questionnaire to the address provided therein in
accordance with the terms and conditions herein set forth. The purchase price
will be paid in accordance with the terms and conditions of the Company’s
Prospectus, the terms of which are incorporated herein by this reference.


          1.3
Subscriber acknowledges that the completion of the issue and sale by the
Company and the purchase by the Subscriber of the Securities pursuant to this
Subscription Agreement (the “Closing”) shall be completed in the place and the
manner determined by the Company and that the completion of the this offering
of Securities may take place in one or more closings as determined by the
Company.


2. ACCEPTANCE OF SUBSCRIPTION.The Subscriber hereby confirms that
the Company has full right in its sole discretion to accept or reject the
subscription of the Subscriber, provided that, if the Company decides to reject
such subscription, the Company must do so promptly and in writing. In the case
of rejection, any cash payments and copies of all executed Subscription
Documents will be promptly returned (without interest or deduction in the case
of cash payments). In the case of acceptance, ownership of the number of
Securities being purchased hereby will pass to the Subscriber upon issuance of
the Securities subscribed for and will be deemed to be acceptance of this
offer. 


3. IRREVOCABILITY.
The Subscriber hereby acknowledges and agrees, subject to the provisions of any
applicable state securities laws providing for the refund of subscription
amounts submitted by the Subscriber, if applicable, that the subscription
hereunder is irrevocable and that the Subscriber is not entitled to cancel,
terminate or revoke this Subscription Agreement and that this Subscription
Agreement shall survive the death or disability of the Subscriber and shall be
binding upon and inure to the benefit of the Subscriber, and the Subscriber’s
respective heirs, executors, administrators, successors, legal representatives
and assigns. If the Subscriber is more than one person, the obligations of the
Subscriber hereunder shall be joint and several, and the agreements,
representations, warranties and acknowledgments herein contained shall be
deemed to be made by and be binding upon each such person and each such
person’s heirs, executors, administrators, successors, legal representatives
and assigns.


5






4. INDEMNIFICATION.
The Subscriber agrees to indemnify and hold harmless the Company and all of its
affiliates, officers, directors, attorneys, accountants and affiliates of any
thereof and each other person, if any, who controls any thereof, within the
meaning of Section 15 of the Securities Act, against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to,
any and all expenses reasonably incurred in investing preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any allegedly false representation or warranty or breach
of or failure by the Subscriber to comply with any covenant or agreement made
by the Subscriber herein or in any other document furnished by the Subscriber
to any of the foregoing in connection with this transaction. 


5.
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. The
Subscriber and any others for whom the Subscriber may be contracting hereunder
acknowledges, represents, warrants and covenants to and with the Company that,
as at the date given above and at the Closing:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 no prospectus has been filed by the Company
 with any securities regulatory authority in Canada (the “Commissions”) in
 connection with the issuance of the Securities, such issuance is exempted
 from the prospectus requirements of provincial securities legislation in
 Canada (the “Acts”) and that:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the Subscriber is restricted from using
 most of the civil remedies available under the Acts;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the Subscriber may not receive information
 that would otherwise be required to be provided to it under the Acts; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 the Company is relieved from certain
 obligations that would otherwise apply under the Acts;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Subscriber certifies that it and any
 beneficial purchaser for whom it is acting (a “Beneficial Purchaser”) is
 resident in the United States of America at the address set out under part D
 of the Confidential Subscriber Questionnaire which address is the residence
 or principal place of business of the Subscriber, or Beneficial Purchaser, as
 the case may be, and such address was not obtained or used solely for the
 purpose of acquiring the Securities;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 the Subscriber is either: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 purchasing the Securities as principal for
 its own account and not for the benefit of any other person or is deemed
 under the Acts to be purchasing the Securities as principal, and in either
 case is purchasing the Securities for investment only and not with a view to
 the resale or distribution of all or any of the Securities; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 purchasing the Securities as agent for a
 Beneficial Purchaser, all of whom are disclosed on the execution page of this
 agreement, and is not deemed under the Acts to be purchasing the Securities
 as principal, and it is duly authorized to enter into this Agreement and to
 execute and deliver all documentation in connection with the purchase on
 behalf of such Beneficial Purchaser, who is purchasing as principal for its
 own account and not for the benefit of any other person and for investment
 only and not with a view to the resale or distribution of all or any of the
 Securities and the Subscriber in its capacity as agent is acting in
 compliance with all applicable securities and other laws; or

 


6









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 the Subscriber certifies that neither it
 nor the Beneficial Purchaser, if applicable, is resident in any province or
 territory of Canada and acknowledges that:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 no securities commission or similar
 regulatory authority has reviewed or passed on the merits of the Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 there is no government or other insurance
 covering the Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 there are risks associated with the
 purchase of the Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 there are restrictions on the Subscriber’s
 or the Beneficial Purchaser’s ability to resell the Securities and it is the
 responsibility of the Subscriber or the Beneficial Purchaser to find out what
 those restrictions are and to comply with them before selling the Securities;
 and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 the Company has advised the Subscriber that
 the Company is relying on an exemption from the requirements to provide the
 Subscriber with a prospectus and to sell securities through a person
 registered to sell securities under the Securities Act (British Columbia) and,
 as a consequence of acquiring Securities pursuant to this exemption, certain
 protections, rights and remedies provided by the Securities Act (British
 Columbia), including statutory rights of rescission or damages, will not be
 available to the Subscriber or the Beneficial Purchaser;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 no person has made to the Subscriber or the
 Beneficial Purchaser, if applicable, any written or oral representations:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 that any person will resell or repurchase
 any of the Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 that any person will refund the purchase
 price of any of the Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 as to the future price or value of any of
 the Securities; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 that any of the Company’s securities will
 be listed and posted for trading on a stock exchange or that application has
 been made to list and post any of the Company’s securities for trading on a
 stock exchange, other than the TSX Venture Exchange;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (f) 

 	
 the Subscriber or, the Beneficial
 Purchaser, as the case may be, will not become a “control person” by virtue
 of the purchase of the Securities, and does not intend to act in concert with
 any other person to form a control group of the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 this subscription has not been solicited in
 any other manner contrary to the Acts;

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 neither the Subscriber nor the Beneficial
 Purchaser, if applicable, has knowledge of a “material fact” or “material
 change” (as those terms are defined in the Acts) in the affairs of the Issuer
 that has not been generally disclosed to the public, save knowledge of this
 particular transaction;

 


7









	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the Subscriber’s decision to tender this
 offer and purchase the Securities has not been made as a result of any verbal
 or written representation as to fact or otherwise made by or on behalf of the
 Company, or any other person and is based entirely upon this Agreement and
 currently available public information concerning the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (j)

 	
 the Company will have the right to accept
 this subscription offer in whole or in part and the acceptance of this
 subscription offer will be conditional upon the sale of the Securities to the
 Subscriber or the Beneficial Purchaser, as the case may be, being exempt from
 the prospectus and registration requirements under applicable relevant securities
 legislation in Canada;

 
	
  

 	
  

 	
  

 
	
  

 	
 (k)

 	
 the Subscriber has the legal capacity and
 competence to enter into and execute this Agreement and to take all actions
 required pursuant hereto and, if an individual is of full age of majority, in
 the jurisdiction in which the Subscriber is resident, and if the Subscriber
 is a corporation it is duly incorporated and validly subsisting under the
 laws of its jurisdiction of incorporation, and all necessary approvals by its
 directors, shareholders and others have been given to authorize the execution
 of this Agreement on behalf of the Subscriber;

 
	
  

 	
  

 	
  

 
	
  

 	
 (l)

 	
 the entering into of this Agreement and the
 transactions contemplated hereby will not result in the violation of any of
 the terms and provisions of any law applicable to, or the constating
 documents of, the Subscriber or the Beneficial Purchaser, if applicable, or
 of any agreement, written or oral, to which the Subscriber or the Beneficial
 Purchaser, if applicable, may be a party or by which it is or may be bound;

 
	
  

 	
  

 	
  

 
	
  

 	
 (m)

 	
 this Agreement has been duly executed and
 delivered by the Subscriber and constitutes a legal, valid and binding
 obligation of the Subscriber enforceable against the Subscriber and, if
 applicable, the Beneficial Purchaser;

 
	
  

 	
  

 	
  

 
	
  

 	
 (n)

 	
 the Subscriber has been advised to consult
 its own legal advisors with respect to the applicable hold periods imposed in
 respect of the Securities by applicable securities legislation and regulatory
 policies and confirms that no representations by the Company have been made
 respecting the hold periods applicable to the Securities;

 
	
  

 	
  

 	
  

 
	
  

 	
 (o)

 	
 the Subscriber and, if applicable, the
 Beneficial Purchaser are aware of the risks and other characteristics of the
 Securities and of the fact that the Subscriber and, if applicable, the
 Beneficial Purchaser may not be able to resell the Securities purchased by it
 except in accordance with the applicable securities legislation and
 regulatory policies and that the Securities will be subject to resale
 restrictions in Canada and will bear a legend to this effect;

 
	
  

 	
  

 	
  

 


8







	
  

 	
  

 	
  

 
	
  

 	
 (p)

 	
 if required by applicable securities
 legislation, policy or order or by any securities commission, stock exchange
 or other regulatory authority, the Subscriber and, if applicable, the
 Beneficial Purchaser will execute, deliver, file and otherwise assist the
 Company in filing, such reports, undertakings and other documents with
 respect to the issue of the Securities as may be required;

 
	
  

 	
  

 	
  

 
	
  

 	
 (q)

 	
 the Subscriber or, if applicable, the
 Beneficial Purchaser has such knowledge in financial and business affairs as
 to be capable of evaluating the merits and risks of its investment and is
 able to bear the economic risk of loss of its investment;

 
	
  

 	
  

 	
  

 
	
  

 	
 (r)

 	
 the Subscriber or, if applicable, the
 Beneficial Purchaser, if a corporation or other non-individual entity, has
 previously filed with the TSX Venture Exchange a Form 4C, Corporate Placee
 Registration Form, and represents and warrants that there has been no change
 to any of the information in the Corporate Placee Registration Form
 previously filed with the TSX Venture Exchange up to the date of this
 Agreement, or will deliver a completed Form 4C, Corporate Placee Registration
 Form in the form attached hereto as Appendix I to the Company; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (s)

 	
 the Subscriber agrees that the above
 representations, warranties, covenants and acknowledgements in this
 subsection will be true and correct both as of the execution of this
 subscription and as of the day of Closing.

 



The foregoing
representations, warranties, covenants and acknowledgements are made by the
Subscriber with the intent that they be relied upon by the Company in
determining its suitability as a purchaser of Securities, and the Subscriber
hereby agrees to indemnify the Company against all losses, claims, costs,
expenses and damages or liabilities which any of them may suffer or incur as a
result of reliance thereon. The Subscriber undertakes to notify the Company
immediately of any change in any representation, warranty or other information
relating to the Subscriber set forth herein which takes place prior to the
Closing.


6. RESALE
RESTRICTIONS. The Subscriber understands and
acknowledges that the Securities will be subject to certain resale restrictions
under the Acts and the TSX Venture Exchange’s policies during the resale
restricted period, the terms of which will be endorsed on the certificates
representing such Securities as a printed legend, and the Subscriber agrees to
comply with such resale restrictions. The Subscriber also acknowledges that it
has been advised to consult its own independent legal advisor with respect to
the applicable resale restrictions and the Subscriber or, if applicable, the
Beneficial Purchaser is solely responsible for complying with such restrictions
and the Company is not responsible for ensuring compliance by the Subscriber
or, if applicable, the Beneficial Purchaser with the applicable resale
restrictions.


7.
MODIFICATION. Neither this Subscription Agreement nor
any provisions hereof shall be waived, modified, discharged or terminated except
by an instrument in writing signed by the party against whom any such waiver,
modification, discharge or termination is sought.


8. NOTICES.
Any notice, demand or other communication which any party hereto may be
required or may elect to give anyone interested hereunder shall be sufficiently
given if: (a) deposited, postage prepaid, in the United States or any other
country of the Subscriber’s residence mail box, stamped registered or certified
mail, return receipt requested, or by overnight courier, and addressed, in the
case of the Company, to the address given in the preamble hereof, and, if to
the Subscriber, to the address set forth hereinafter; or (b) delivered
personally at such address; or (c) telecopied to the Company, and if to the
Subscriber, at the number set forth in this Subscription Agreement.


9.
COUNTERPARTS. This Subscription Agreement may be
executed through the use of separate signature pages or in any number of
counterparts, and each of such counterparts shall, for all purposes, constitute
an agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.


9






10. ENTIRE
AGREEMENT. This Subscription Agreement contains the
entire agreement of the parties with respect to the subject matter hereof, and
there are no representations, warranties, covenants or other agreements except
as stated or referred to herein.


11.
SEVERABILITY. Each provision of this Subscription
Agreement is intended to be severable from every other provision and the invalidity
or illegality of the remainder hereof.


12.
TRANSFERABILITY; ASSIGNABILITY. This Subscription
Agreement is not transferable or assignable by the Subscriber.


13. APPLICABLE
LAW. This Subscription Agreement and all rights
hereunder shall be governed by, and interpreted in accordance with the laws of
the State of New York. 


14. PRIVACY
LEGISLATION. The Subscriber acknowledges and consents
the Company is collecting the Subscriber’s (and any beneficial Subscriber for
which the Subscriber is contracting hereunder) personal information (as that
term is defined under applicable privacy legislation, including, without
limitation, the Personal Information Protection and Electronic Documents Act
(Canada) and any other applicable similar replacement or supplemental provincial
or federal legislation or laws in effect from time to time) for the purpose of
completing the Subscriber’s subscription. The Subscriber acknowledges and
consents to the Company retaining the personal information for so long as
permitted or required by applicable law or business practices. The Subscriber
further acknowledges and consents to the fact that the Company may be required
by applicable securities laws, stock exchange rules and/or Investment Dealers
Association of Canada rules to provide regulatory authorities any personal
information provided by the Subscriber respecting itself (and any beneficial
Subscriber for which the Subscriber is contracting hereunder). The Subscriber
represents and warrants that it has the authority to provide the consents and
acknowledgements set out in this paragraph on behalf of all beneficial
Subscribers for which the Subscriber is contracting. In addition to the
foregoing, the Subscriber agrees and acknowledges that the Company may use and
disclose the Subscriber’s personal information, or that of each beneficial
Subscriber for whom the Subscriber are contracting hereunder, as follows:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 for internal use with respect to managing
 the relationships between and contractual obligations of the Company and the Subscriber
 or any beneficial Subscriber for whom the Subscriber is contracting
 hereunder;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 for use and disclosure to the Company’s
 transfer agent and registrar;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 for use and disclosure for income tax
 related purposes, including without limitation, where required by law,
 disclosure to Canada Revenue Agency; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 disclosure to securities regulatory
 authorities (including the TSX Venture Exchange and the Ontario Securities
 Commission) and other regulatory bodies with jurisdiction with respect to
 reports of trade and similar regulatory filings;

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 disclosure to a governmental or other
 authority (including the TSX Venture Exchange and the Ontario Securities
 Commission) to which the disclosure is required by court order or subpoena compelling
 such disclosure and where there is no reasonable alternative to such
 disclosure;

 


10









	
  

 	
  

 	
  

 
	
  

 	
 (f)

 	
 disclosure to professional advisers of the
 Company in connection with the performance of their professional services;

 
	
  

 	
  

 	
  

 
	
  

 	
 (g)

 	
 disclosure to any person where such
 disclosure is necessary for legitimate business reasons and is made with the
 Subscriber’s prior written consent; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (h)

 	
 disclosure to a court determining the
 rights of the parties under this Subscription Agreement; or

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 for use and disclosure as otherwise
 required or permitted by law.

 


The Subscriber further
acknowledges that the Ontario Securities Commission collects personal
information in forms submitted to it by the Company, including information
about the Subscriber, the Subscriber’s address and contact information, and the
Subscriber’s subscription. The Subscriber acknowledges that the Ontario
Securities Commission is entitled to collect the information under authority
granted to it under Ontario securities legislation for the purpose of
administration and enforcement of the securities legislation in Ontario. The
Subscriber acknowledges that it may obtain information regarding the collection
of this information by contacting the Administrative Assistant to the Director
of Corporate Finance, Ontario Securities Commission, Suite 1903, Box 5520,
Queen Street West, Toronto, Ontario M5H 3S8, Telephone: (416) 593-3682,
Facsimile: (416) 593 8252. The Subscriber consents to the collection of
personal information by the Ontario Securities Commission.


The Subscriber further
acknowledges and consents to the disclosure of personal information to the TSX
Venture Exchange and its affiliates, authorized agents, subsidiaries and
divisions, as required from the TSX Venture Exchange; and the collection, use
and disclosure of personal information by the TSX Venture Exchange for the
purposes described in Appendix 6A and 6B of the TSX Venture Exchange Corporate
Finance Manual or as otherwise identified by the TSX Venture Exchange from time
to time.


15.
SUBSCRIPTION INFORMATION. 


          15.1
The Subscriber hereby subscribes for Securities in the amounts, and tenders
payment in cash in consideration therefor, as further set forth below. Please
make payment by check, money order or wire transfer of immediately available
funds. Checks and money orders shall be payable to “Natcore
Technology, Inc”, sent to Natcore Technology, Inc., Attn: Pat Zubil, 189 N.
Water Street, Suite 700, Rochester, NY 14604. If paying by wire transfer, please use the following instructions:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Bank:

 	
 Bank of
 America

 	
  

 
	
  

 	
 Address:

 	
 74 Highway
 35, Red Bank, NJ 07701

 	
  

 
	
  

 	
 ABA Number:

 	
 026009593

 	
  

 
	
  

 	
 Account No.:

 	
 009421394942

 	
  

 
	
  

 	
 For Credit to:

 	
 Natcore
 Technology, Inc. 

 	
  

 
	
  

 	
 Reference:

 	
 [Subscriber
 Name]

 	
  

 


          15.2
The Subscriber hereby subscribes for ______
(__) Shares(s) priced $0.31 per share in the principal amount of
______________ Dollars ($_________________). Subscriber hereby delivers this
completed and signed Subscription Agreement and concurrently herewith tenders
payment in such amount to the Company.


11






          15.3
If the Securities hereby subscribed for are to be owned by more than one person
in any manner, the Subscriber understands and agrees that all of the co-owners
of such Securities must sign this Subscription Agreement. 


          IN
WITNESS WHEREOF, the undersigned Subscriber does
represent and certify under penalty of perjury, by executing the Subscriber’s
signature pages of this Subscription Agreement, that the foregoing statements
are true and correct and that he/she has (they have) by the following
signature(s) executed this Subscription Agreement this ______ day of
______________, 201__ at _________________________________.


	
  

 	
  

 	
  

 
	
 Subscription
 received and accepted at _________________, __________________.

 
	
  

 	
 (City)

 	
 (State)

 


 


	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Signature of
 Subscriber 

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Name &
 Title, if applicable 

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Signature of
 Subscriber 

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 Name &
 Title, if applicable

 


12









APPENDIX I


FORM
4C

CORPORATE PLACEE REGISTRATION FORM


This Form will remain on file
with the Exchange and must be completed if required under section 4(b) of Part
II of Form 4B. The corporation, trust, portfolio manager or other entity (the
“Placee”) need only file it on one time basis, and it will be referenced for
all subsequent Private Placements in which it participates. If any of the
information provided in this Form changes, the Placee must notify the Exchange
prior to participating in further placements with Exchange listed Issuers. If
as a result of the Private Placement, the Placee becomes an Insider of the
Issuer, Insiders of the Placee are reminded that they must file a Personal
Information Form (2A) or, if applicable, Declarations, with the Exchange.


Placee Information:


	
  

 	
  

 	
  

 
	
 (a)

 	
 Name: __________________________________________________________________________________________

 
	
  

 	
  

 
	
 (b)

 	
 Complete
 Address:
 ________________________________________________________________________________

 
	
  

 	
  

 
	
 (c)

 	
 Jurisdiction
 of Incorporation or Creation: 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Is the
 Placee purchasing securities as a portfolio manager: (Yes/No)?
 ___________________________________

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Is the
 Placee carrying on business as a portfolio manager outside of Canada:
 (Yes/No)? _____________________

 
	
  

 	
  

 	
  

 
	
 If the
 answer to 2(b) above was “Yes”, the undersigned certifies that:

 
	
  

 
	
 (d)

 	
 it is purchasing securities of an Issuer on
 behalf of managed accounts for which it is making the investment decision to
 purchase the securities and has full discretion to purchase or sell
 securities for such accounts without requiring the client’s express consent
 to a transaction;

 
	
  

 	
  

 	
  

 
	
 (e)

 	
 it carries on the business of managing the
 investment portfolios of clients through discretionary authority granted by
 those clients (a “portfolio manager” business) in ____________________
 [jurisdiction], and it is permitted by law to carry on a portfolio manager
 business in that jurisdiction;

 
	
  

 	
  

 	
  

 
	
 (f)

 	
 it was not created solely or primarily for
 the purpose of purchasing securities of the Issuer;

 
	
  

 	
  

 	
  

 
	
 (g)

 	
 the total asset value of the investment
 portfolios it manages on behalf of clients is not less than $20,000,000; and

 
	
  

 	
  

 	
  

 
	
 (h)

 	
 it has no reasonable grounds to believe,
 that any of the directors, senior officers and other insiders of the Issuer,
 and the persons that carry on investor relations activities for the Issuer
 has a beneficial interest in any of the managed accounts for which it is
 purchasing.

 


If the answer to 2(a). above
was “No”, please provide the names and addresses of Control Persons of the
Placee:


13









	
  

 	
  

 	
  

 	
  

 
	
 Name *

 	
 City

 	
 Province or State

 	
 Country

 
	
  
 

 	
  

 	
  

 	
  

 
	 

 	 

 	 

 	 

 
	
  

   

 

 	
  

 	
  

 	
  

 
	 

 	 

 	 

 	 

 
	
  

   

 

 	
  

 	
  

 	
  

 
	 

 	 

 	 

 	 

 
	
  

   

 

 	
  

 	
  

 	
  

 
	 

 	 

 	 

 	 

 


 


	
  

 	
  

 
	
 _______________

 
	
 *

 	
 If the
 Control Person is not an individual, provide the name of the individual that
 makes the investment decisions on behalf of the Control Person.

 


 


	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Acknowledgement - Personal Information and
 Securities Laws

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 “Personal
 Information” means any information about an identifiable individual, and
 includes information contained in sections 1, 2 and 4, as applicable, of this
 Form.

 
	
  

 	
  

 	
  

 
	
  

 	
 The undersigned hereby acknowledges and
 agrees that it has obtained the express written consent of each individual
 to:

 
	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 the disclosure of Personal Information by
 the undersigned to the Exchange (as defined in Appendix 6B) pursuant to this
 Form; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 the collection, use and disclosure of
 Personal Information by the Exchange for the purposes described in Appendix
 6B or as otherwise identified by the Exchange, from time to time.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The undersigned acknowledges that it is
 bound by the provisions of applicable Securities Law, including provisions
 concerning the filing of insider reports and reports of acquisitions

 


(a) Dated and certified (if
applicable), acknowledged and agreed, at ________________________on
_________________________


	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 (Name of
 Purchaser - please print)

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 (Authorized
 Signature)

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 (Official
 Capacity - please print)

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	 

 
	
  

 	
 (Please
 print name of individual whose signature appears above)

 


THIS IS NOT A PUBLIC DOCUMENT


14