AFFILIATE STOCK PURCHASE AGREEMENT

     This Affiliate Stock Purchase Agreement (this "Agreement"), is made as of August 22, 2013 by and between Ian Lev (the "Seller") and the purchasers listed on Schedule “A” hereto, each of which is referred to herein as a “Purchaser” and collectively as the “Purchasers”.

RECITALS

     WHEREAS, the Seller is the owner of 28,800,000 restricted shares of common stock, of Solaris Power Cells, Inc., a Nevada corporation (the "Company") (following a forward-split of the Company’s common shares on the basis of 24 new common shares for each common share); and

     WHEREAS, the Seller proposes to sell to each Purchaser the number of restricted shares of common stock specified next to such Purchaser’s name in Schedule “A” hereto (the "Purchased Shares"), on the terms set forth herein.

In consideration of the premises, representations, warranties and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.1 The Sellers hereby agree to sell, assign, transfer and deliver to each Purchaser, and each Purchaser hereby agrees to purchase from the Sellers, the Purchased Shares at a purchase price per share of US $0.0005416 for an aggregate purchase price of US $15,210 (the "Purchase Price") payable on a date in August, 2013 as agreed by the parties (the "Closing Date"). Each of the Purchasers may pay the Purchase Price by delivering a promissory note to the Seller in the amount of $3,802.50 to be satisfied by the first payments due to the Purchasers under their employment agreements with the Company dated the Closing Date. In the event the Company completes the Split prior to the Closing Date, the number of Purchased Shares shall be increased proportionately to account for the Split and the aggregate Purchase Price will remain the same.

2.1 The Seller warrants, covenants and represents to each Purchaser with the intention of inducing each Purchaser to enter into this Agreement that:

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3.1 Each Purchaser represents and warrants to the Seller that each Purchaser:

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The foregoing representations and warranties are inserted for the exclusive benefit of the Purchasers and may be waived in all or in part by the Purchasers by notice in writing to the sellers.

4.1 The Seller hereby agrees to indemnify and hold harmless the Purchasers against any breach of this Agreement or misrepresentation by Seller. Seller’s liability will be limited to the Purchase Price.

5.1 The parties hereto acknowledge that they have obtained independent legal advice with respect to this Agreement and acknowledge that they fully understand the provisions of this Agreement.

5.2 Unless otherwise provided, all dollar amounts referred to in this Agreement are in United States dollars.

5.3 There are no representations, warranties, collateral agreements, or conditions concerning the subject matter of this Agreement except as herein specified.

5.4 This Agreement will be governed by and construed in accordance with the laws of the Province of Nevada. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of Nevada with respect to any legal proceedings arising from this Agreement.

5.5 The representations and warranties of the parties contained in this Agreement shall survive the closing of the purchase and sale of the Purchased Shares and shall continue in full force and effect for a period of three years.

5.6 This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

5.7 Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

Each of the parties hereto has executed this Agreement to be effective as of the day and year first above written.

SCHEDULE A