Schedule
“A”


Form
of Warrant


 


THESE
WARRANTS ARE NOT TRANSFERABLE


 


THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933
ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY,
NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.


 


Solaris
Power Cells, Inc.


(A
Nevada Corporation)


 


NON-TRANSFERABLE


WARRANT
CERTIFICATE


 





	CERTIFICATE
    NO. 2014-●-●	 	 
	NUMBER
    OF WARRANTS: _____________	 	RIGHT
    TO PURCHASE ______________SHARES
	 	 	 










 


THESE
NON-TRANSFERABLE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID


AT
4:30 P.M. (PACIFIC TIME) ON THE EXPIRY DATE (AS DEFINED IN THE TERMS AND CONDITIONS


ATTACHED
TO THIS WARRANT CERTIFICATE.


 


NON-TRANSFERABLE
SHARE PURCHASE WARRANTS


TO
PURCHASE COMMON SHARES OF Solaris Power Cells, Inc.


 


THE
WARRANTS REPRESENTED BY THIS CERTIFICATE


 


This
is to certify that, for value received, ________________ of _______________ (the “Holder”)
has the right to purchase, upon and subject to the terms and conditions attached hereto as Appendix “A” (the “Terms
and Conditions”) from __________, 2014 to 4:30 p.m. (Pacific Time) on the Expiry Date (as defined in the attached Terms and
Conditions), the number of fully paid and non-assessable common shares (the “Shares”) of Solaris Power
Cells, Inc. (the “Company”) set out above, by surrendering to the Company, at its offices at 3111 E.
Taqhuitz Way, Palm Springs, California 92262, this Warrant Certificate with a Subscription in the form attached hereto as
Appendix “B”, duly completed and executed, and cash, bank draft, certified cheque or money order in lawful money
of the United States of America, payable to the order of the Company in an amount equal to the purchase price per Share
multiplied by the number of Shares being purchased (the “Aggregate Purchase Price”). Subject to adjustment
thereof in the events and in the manner set forth in the Terms and Conditions, the purchase price per Share on the exercise
of each Non-Transferable Share Purchase Warrant (“Warrant”) evidenced hereby shall be US $0.40 per
Share.


 


These
Warrants are issued subject to the Terms and Conditions, and the Holder may exercise the right to purchase Shares only in accordance
with the Terms and Conditions.


 




    	 



    	 



    



 


Nothing
contained herein or in the Terms and Conditions will confer any right upon the Holder or any other person to subscribe for or
purchase any Shares at any time subsequent to the Expiry Date and from and after such time, these Warrants and all rights hereunder
will be void and of no value.


 


IN
WITNESS WHEREOF the Company has caused this Warrant Certificate to be executed.


 


DATED
at the City of ________________, in the State of ________________, as of the _______________ day of _______________, 2014.


 


Solaris
Power Cells, Inc.


 


	Per:	 	 
	 	Name	 
	 	Title	 


 


PLEASE
NOTE THAT ALL SHARE CERTIFICATES ISSUED UPON EXERCISE HEREOF MUST BE LEGENDED AS FOLLOWS:


 


“THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE 1933
ACT) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY,
NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE
CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT.”


 




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APPENDIX
“A”


 


TERMS
AND CONDITIONS dated as of , 2014 (the “Terms and Conditions”), attached to the Non-Transferable Share Purchase Warrants
issued by Solaris Power Cells, Inc.


 


 1. Definitions




 


In
these Terms and Conditions, unless there is something in the subject matter or context inconsistent therewith:


 


	 	(i)	“Business
    Days” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of Nevada are
    authorized or obligated by law or executive order to close.
	 	 	 
	 	(ii)	“Company”
    means Solaris Power Cells, Inc., a Nevada corporation. If a successor corporation will have become such as a result of consolidation,
    amalgamation or merger with or into any other corporation or corporations, or as a result of the conveyance or transfer of
    all or substantially all of the properties and estates of the Company as an entirety to any other corporation and thereafter
    “Company” will mean such successor corporation;
	 	 	 
	 	(iii)	“Company’s
    Auditors” means an independent firm of accountants duly appointed as auditors of the Company;
	 	 	 
	 	(iv)	“Exercise
    Price” means US $0.40 per Share, subject to adjustment as provided in the Terms and Conditions;
	 	 	 
	 	(v)	“Expiry
    Date” means , 2016;
	 	 	 
	 	(vi)	“herein”,
    “hereby” and similar expressions refer to these Terms and Conditions as the same may be amended or modified from
    time to time; and the expression “Section” followed by a number refer to the specified Section of these Terms
    and Conditions;
	 	 	 
	 	(vii)	“person”
    means an individual, corporation, partnership, trustee or any unincorporated organization and words importing persons have
    a similar meaning;
	 	 	 
	 	(viii)	“Holder”
    or “Holders” means the holder of the Warrants and its heirs, executors, administrators, successors, legal representatives
    and assigns;
	 	 	 
	 	(ix)	“Shares”
    means the shares of common stock in the capital of the Company as constituted at the date hereof and any shares resulting
    from any subdivision or consolidation of such shares, issued upon exercise of the Warrants;
	 	 	 
	 	(x)	“Warrants”
    means the Non-Transferable Share Purchase Warrants of the Company issued and presently authorized and for the time being outstanding;
    and
	 	 	 
	 	(xi)	“1933
    Act” means the United States Securities Act of 1933.


 


 2. Interpretation




 


The
division of these Terms and Conditions into sections and the insertion of headings are for convenience of reference only and shall
not affect the construction or interpretation thereof. Words importing the singular number include the plural and vice versa and
words importing the masculine gender include the feminine and neuter genders.


 




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 3. Applicable Law




 


The
rights and restrictions attached to the Warrants shall be construed in accordance with the laws of the State of Nevada.


 


 4. Additional Issuances of Securities




 


The
Company may at any time and from time to time do further equity or debt financing and may issue additional shares, warrants, convertible
securities, stock options or similar rights to purchase shares of its capital stock.


 


 5. Replacement of Lost Warrants




 


		(a)	In
                                         case this Warrant Certificate shall become mutilated, lost, destroyed or stolen, the
                                         Company in its discretion may issue and deliver a new Warrant Certificate of like date
                                         and tenure as the one mutilated, lost, destroyed or stolen, in exchange for and in place
                                         of and upon cancellation of such mutilated Warrant Certificate, or in lieu of, and in
                                         substitution for such lost, destroyed or stolen Warrant Certificate and the substituted
                                         Warrant Certificate shall be entitled to all benefits hereunder and rank equally in accordance
                                         with its terms with all other Warrants issued or to be issued by the Company.
	 	 	 
		(b)	The
                                         applicant for the issue of a new Warrant Certificate pursuant hereto shall bear the cost
                                         of the issue thereof and in case of loss, destruction or theft shall furnish to the Company
                                         evidence of ownership and of loss, destruction or theft of the Warrant Certificate so
                                         lost, destroyed or stolen as shall be satisfactory to the Company and its transfer agent
                                         in accordance with its usual policies and procedures and such applicant may also be required
                                         to furnish indemnity in the amount and form satisfactory to the Company and its transfer
                                         agent in accordance with its usual policies and procedures, and shall pay the reasonable
                                         charges of the Company in connection therewith.



 


 6. Warrant Holder Not a Shareholder




 


The
holding of a Warrant Certificate will not constitute the Holder as a shareholder of the Company, nor entitle the Holder to any
right or interest in respect thereof except as is expressly provided in the Warrant Certificate or these Terms and Conditions.


 


 7. Warrants Not Transferable




 


The
Warrants and all rights attached thereto are not transferable.


 


 8. Notice to Holders




 


Any
notice required or permitted to be given to the Holder will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Holder
appearing on the Warrant Certificate or to such other address as any Holder may specify by notice in writing to the Company, and
any such notice will be deemed to have been given and received by the Holder to whom it was addressed if mailed, on the third
day following the mailing thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered,
on delivery; but if at the time of mailing or between the time of mailing and the third Business Day thereafter there is a strike,
lockout, or other labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered.


 




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 9. Notice to the Company




 


Any
notice required or permitted to be given to the Company will be in writing and may be given by prepaid registered post, electronic
facsimile transmission or other means of electronic communication capable of producing a printed copy to the address of the Company
set forth below or such other address as the Company may specify by notice in writing to the Holder, and any such notice will
be deemed to have been given and received by the Company to whom it was addressed if mailed, on the third day following the mailing
thereof, if by facsimile or other electronic communication, on successful transmission, or, if delivered, on delivery; but if
at the time or mailing or between the time of mailing and the third Business Day thereafter there is a strike, lockout, or other
labour disturbance affecting postal service, then the notice will not be effectively given until actually delivered:


 


Solaris
Power Cells, Inc.

3111 E. Taqhuitz Way

Palm Springs, California 92262





Attention:
CFO and CEO





Email.:
vince@solarispowercells.com


 


 10. Method of Exercise of Warrants




 


The
right to purchase Shares conferred by the Warrants may be exercised by the Holder of such Warrant by surrendering it to the Company,
with a duly completed and executed subscription in the form attached as Appendix “B” and cash, bank draft, certified
cheque or money order payable to or to the order of the Company for the Aggregate Purchase Price subscribed for in lawful money
of the United States of America.


 


 11. Effect of Exercise of Warrants




 


		(a)	Upon
                                         surrender and payment as aforesaid, the Shares so subscribed for shall be deemed to have
                                         been issued and such Holder shall be deemed to have become the holder (or holders) of
                                         record of such Shares on the date of such surrender and payment and such Shares shall
                                         be issued at the Exercise Price in effect on the date of such surrender and payment.
	 	 	 
		(b)	Within
                                         ten Business Days after surrender and payment as aforesaid, the Company shall forthwith
                                         cause to be delivered to the person or persons in whose name or names the Shares so subscribed
                                         for are to be issued as specified in such subscription or mailed to him or them at his
                                         or their respective addresses specified in such subscription, a certificate or certificates
                                         for the appropriate number of Shares not exceeding those which the Holder is entitled
                                         to purchase pursuant to the Warrant surrendered.



 


 12. Subscription for Less than Entitlement




 


The
Holder of any Warrant may subscribe for and purchase a number of Shares less than the number which he is entitled to purchase
pursuant to the surrendered Warrant. In the event of any purchase of a number of Shares less than the number which can be purchase
pursuant to a Warrant, the Holder, upon exercise thereof, shall be entitled to receive a new Warrant Certificate in respect of
the balance of the Shares which he was entitled to purchase pursuant to the surrendered Warrant Certificate and which were not
then purchased.


 


 13. Warrants for Fractions of Shares




 


To
the extent that the Holder of any Warrant is entitled to receive on the exercise or partial exercise thereof a fraction of a Share,
such right may be exercised in respect of such fraction only in combination with another Warrant or other Warrants which in the
aggregate entitle the Holder to receive a whole number of such Shares.


 




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 14. Expiration of Warrants




 


After
the expiration of the period within which a Warrant is exercisable, all rights thereunder shall wholly cease and terminate and
such Warrants shall be void and of no further force and effect.


 


 15. Adjustment of Exercise Price




 


The
Exercise Price and the number of Common Shares deliverable upon the exercise of the Warrants shall be subject to adjustment in
the event and in the manner following:


 


		(a)	If
                                         and whenever the Shares at any time outstanding shall be subdivided into a greater or
                                         consolidated into a lesser number of Shares, the Exercise Price shall be decreased or
                                         increased proportionately, as the case may be, and upon any such subdivision or consolidation,
                                         the number of Shares deliverable upon the exercise of the Warrants shall be increased
                                         or decreased proportionately, as the case may be.
	 	 	 
		(b)	In
                                         case of any capital reorganization or of any reclassification of the capital of the Company
                                         or in case of the consolidation, merger or amalgamation of the Company with or into any
                                         other company or of the sale of the assets of the Company as or substantially as an entirety
                                         or of any other company, each Warrant shall, after such capital reorganization, reclassification
                                         of capital, consolidation, merger, amalgamation or sale, confer the right to purchase
                                         that number of shares or other securities or property of the Company or of the company
                                         resulting from such capital reorganization, reclassification, consolidation, merger,
                                         amalgamation or to which such sale shall be made, as the case may be, to which the Holder
                                         of the shares deliverable at the time of such capital reorganization, reclassification
                                         of capital, consolidation, merger, amalgamation or sale had the Warrants been exercised,
                                         would have been entitled on such capital reorganization, reclassification, consolidation,
                                         merger, amalgamation or sale and in any such case, if necessary, appropriate adjustments
                                         shall be made in the application of the provisions set forth in Sections 12 to 19 hereof
                                         with respect to the rights and interest thereafter of the Holders of the Warrants to
                                         the end that the provisions set forth in Sections 12 to 19 hereof shall thereafter correspondingly
                                         be made applicable as nearly as may reasonable be expected in relation to any shares
                                         or other securities or property thereafter deliverable on the exercise of the Warrants.
                                         The subdivision or consolidation of the Shares at any time outstanding into a greater
                                         or lesser number of Shares (whether with or without par value) shall not be deemed to
                                         be a capital reorganization or a reclassification of the capital of the Company for the
                                         purposes of this Section 15(b).
	 	 	 
		(c)	The
                                         adjustments provided for in this Section 15 pursuant to any Warrants are cumulative and
                                         will become effective immediately after the record date for, or, if no record date is
                                         fixed, the effective date, of the event which results in such adjustments.



 


 16. Determination of Adjustments




 


If
any questions shall at any time arise with respect to the Exercise Price or any adjustments provided for in this Warrant, such
questions shall be conclusively determined by the Company’s Auditors, from time to time, or, if they decline to so act,
any other firm of chartered accountants that the Company may designate and who shall have access to all appropriate records and
such determination shall be binding upon the Company and the Holders.


 


 17. Covenants of the Company




 


The
Company will reserve and there will remain unissued out of its authorized capital a sufficient number of Shares to satisfy the
rights of purchase provided for in the Warrants should the Holders of all the Warrants from time to time outstanding determine
to exercise such rights in respect of all Shares which they are or may be entitled to purchase pursuant thereto.


 




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 18. Immunity of Shareholders, etc.




 


The
Holder hereby waives and releases any right, cause of action or remedy now or hereafter existing in any jurisdiction against any
past, present or future incorporator, shareholder, director or officer (as such) of the Company for the issue of Shares pursuant
to any Warrant or on any covenant, agreement, representation or warranty by the Company herein contained.


 


 19. Modification of Terms and Conditions for Certain Purposes




 


From
time to time the Company may, subject to the provisions of these presents, and it shall, when so directed by these presents, modify
the terms, and conditions hereof, for any one or more of any of the following purposes:


 


	 	(i)	making
    such provisions not inconsistent herewith as may be necessary or desirable with respect to matters or questions arising hereunder
    or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange or quotation system;
	 	 	 
	 	(ii)	adding
    to or altering the provisions hereof in respect of the registration and transfer of Warrants making provisions for the exchange
    of Warrants of different denominations; and making any modification in the form of the Warrants which does not affect the
    substance thereof;
	 	 	 
	 	(iii)	for
    any other purpose not inconsistent with the terms hereof, including the correction or recertification of any ambiguities,
    defective provisions, errors or omissions herein; and
	 	 	 
	 	(iv)	to
    evidence any successions of any corporation and the assumption of any successor of the covenants of the Company herein and
    in the Warrants contained as provided herein.


 


 20. United States Restrictions




 


These
Warrants and the Shares issuable upon the exercise of these Warrants have not been and will not be registered under the 1933 Act
as amended or any state securities laws. These Warrants may not be exercised in the United States (as defined in Regulation S
under the 1933 Act) unless these Warrants and the Shares issuable upon exercise hereof have been registered under the 1933 Act,
and any applicable state securities laws or unless an exemption from such registration is available.


 


DATED
as of the date first above written in these Terms and Conditions.


 


Solaris
Power Cells, Inc.





	Per:	 	 
	 	Name	 
	 	Title	 


 




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APPENDIX
“B”


 


SUBSCRIPTION
FORM


 


(ONE
NON-TRANSFERABLE SHARE PURCHASE WARRANT IS

REQUIRED TO SUBSCRIBE FOR EACH COMMON SHARE)


 


	TO:	Solaris Power Cells, Inc.	 
	 	3111 E. Taqhuitz Way	 
	 	Palm Springs, California 92262	 


 


The
undersigned, bearer of the attached Non-Transferable Share Purchase Warrants, hereby subscribes for _____________ of shares of
common stock of Solaris Power Cells, Inc. (the “Company”) referred to in the Warrants according to the conditions
thereof and herewith makes payment of the purchase price in full for the said number of shares at the price of U.S. $0.40 per
share if exercised on or before 4:30 p.m. (Pacific Time) on the Expiry Date (as that term is defined in the Terms and Conditions
attached to the Non-Transferable Share Purchase Warrant). Cash, a certified cheque, bank draft or money order is enclosed herewith
for such amount.


 


The
undersigned hereby directs that the shares hereby subscribed for be issued and delivered as follows:


 


	Name(s) in Full	 	Address(es)	 	Number of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


(Please
print full names in which share certificates are to be issued. The Share must be issued in the name of the Holder.)


 


DATED
this ______ day of ___________________ , 20___ . (the “Exercise Date”)


 


	 	 	 
	Witness	 	Signature


 


Please
print your name and address in full


 


	 	 	Address	
	 	 	 	 


 


TERMS
AND CONDITIONS


 


The
Warrants are issued subject to the Terms and Conditions, which are attached to the Warrant Certificate delivered to the Holder.


 


REPRESENTATIONS
AND WARRANTIES


 


The
undersigned represents and warrants that the undersigned is not a “U.S. person”, as such term is defined in Regulation
S as promulgated under the United States Securities Act of 1933, as at the Exercise Date. The undersigned represents and warrants
that the representations and warranties in the subscription agreement between the undersigned and the Company dated the Holder
are true and correct as of the date of the Exercise Date.


 




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LEGENDS


 


The
certificates representing the shares acquired on the exercise of the Warrants will bear a legend in substantially the following
form:


 


“THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION
S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES
TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”


 




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