0001185185-15-000441 Sample Contracts

3,000,000 Units Each Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock SOLAR3D, INC. Common Stock UNDERWRITING AGREEMENT

Underwriting Agreement • March 5th, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus • New York

• Contract Type
  Underwriting Agreement
• Filed
  March 5th, 2015
• Company
  Solar3d, Inc.
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  New York

The Company represents and warrants to the Underwriter, as of the date hereof and as of the Closing Date (as defined below), and agrees with the Underwriter, that:

WARRANT AGREEMENT

Warrant Agreement • March 5th, 2015 • Solar3d, Inc. • Telephone & telegraph apparatus • New York

• Contract Type
  Warrant Agreement
• Filed
  March 5th, 2015
• Company
  Solar3d, Inc.
• Industry
  Telephone & telegraph apparatus
• Jurisdiction
  New York

THIS WARRANT AGREEMENT (this “Agreement”) is dated March [ ], 2015, between Solar3D, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company, collectively as the “Warrant Agent”.