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.
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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.
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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.
