8-K - WNDW - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest

event reported): June 20, 2025

_______________________________

SolarWindow Technologies, Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Nevada	333-127953	59-3509694
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9375 E. Shea Blvd, Suite 107-B

Scottsdale, Arizona 85260

(Address of Principal Executive Offices) (Zip Code)

(800) 213-0689

(Registrant's telephone number, including area code)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

United States and Offshore Offerings

On June 16, 2025, SolarWindow Technologies, Inc. (the “Company,” “us,” “we,” or “our”) entered into and closed the transaction contemplated by a series of subscription agreements (collectively, Subscription Agreements”) in connection with concurrent private offerings (the “Offerings”) of 12,580,646 units (“Units”) of the Company’s securities for an aggregate purchase price of $3,900,000. The per Unit purchase price was $0.31. Each Unit consisted of (i) one (1) share (collectively, the “Unit Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), and (ii) one (1) warrant (collectively, the “Warrants”) to purchase one additional share of Common Stock (the “Warrant Shares”) at an exercise price of $0.47 per share for a period of three (3) years commencing immediately from the original date of issuance of the Warrants. The Unit Shares, the Warrants and Warrant Shares are collectively referred to as the “Securities.”

The Offerings were conducted contemporaneously (i) in the United States (the “US Offering”) to five (5) separate investors in the United States (the “US Investors”), in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for transactions by an issuer not involving any public offering under Section 4(a)2 of the Securities Act, and (ii) in offshore transactions (the “Offshore Offering”) to four (4) separate, non-U.S. persons (the “Offshore Investors” and together with the US Investors, the “Investors”) in reliance on the exemption from the registration requirements of the Securities Act afforded by Regulation S as promulgated pursuant to the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investors.

The Subscription Agreements and the Warrants in each of the US Offering and the Offshore Offering were substantially the same except as to certain additional provisions and conditions required in for the Warrant and the Subscription Agreement pursuant to which it was issued in the Offshore Offering to be compliant with the requirements of Regulation S and applicable laws of the foreign jurisdictions in which the Offshore Investors resided or were domiciled. A copy of the form of Subscription Agreements for US Investors and for the Offshore Investors are attached to this Current Report on Form 8-K (this “Report”) as, respectively, Exhibits 10.1 and 10.2. The form of Warrants issued to the US Investors and the Offshore Investors are attached to this Report as, respectively, Exhibit 10.3 and 10.4.

The Company received aggregate proceeds of US $3,900,000 as follows:

(i) US $1,400,000 from the sale of 4,516,130 Units to the US Investors severally and not jointly; and

(ii) US $2,500,000 from the sale of 8,064,516 Units to the Offshore Investors severally and not jointly.

The Company intends to utilize the proceeds of the Offerings to further advance its product commercialization efforts and general working capital. Should the Warrants be fully exercised, the Company will receive an additional US $5,912,904 which would be used in a similar manner. No commission were paid in connection with the offer and sale of the Units or the Securities.

The Securities have not been registered under the Securities Act or any state or foreign securities laws. Therefore, the Securities may not be offered or sold absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws or applicable foreign securities laws.

In connection with the Offerings, the Company also entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”). A copy of the form of Registration Rights Agreement is attached to this Report at Exhibit 10.5, Under the Registration Rights Agreement, the Company agreed to file a registration statement (“Registration Statement”) with the Securities and Exchange Commission (the “SEC”) no later than 90 days following the closing of the Offering for purposes of registering the resale of the shares of Common Stock issued in the Offerings or issuable upon exercise of the Warrants. The Company also agreed to use its reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date but no later than the earlier of the 90th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review.

The Company also agreed to use reasonable best efforts to keep the Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investors of all of the Registrable Securities covered thereby at all times until the earliest to occur of the following events: (i) the date on which the Investors shall have resold all the Registrable Securities covered thereby; (ii) the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (iii) the 5th year anniversary of the date such Registration was declared effective.

All registration expenses incurred in connection with registrations pursuant to the Registration Rights Agreement shall be borne by the Company. All selling expenses relating to securities registered on behalf of the Investors shall be borne by the Investors pro rata on the basis of the number of registrable securities so registered.

The Registration Rights Agreement also contains customary representations, warranties and undertakings by the Company and the Investors.

The foregoing description of the Subscription Agreements, the Warrants and the Registration Rights Agreement is a summary and is qualified in its entirety by reference to the form of Subscription Agreements for US Investors and Offshore Investors attached to this Report as, respectively, Exhibits 10.1 and 10.2, the form of Warrant issued to US Investors and Offshore Investors attached to this Report as, respectively, Exhibits 10.3 and 10.4, and the form of Registration Rights Agreement attached to this report as Exhibit 10.5. Each such Exhibit to this Report is incorporated herein by reference.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K concerning the offer and sale of the Securities to the Investors pursuant to the applicable Subscription Agreement is incorporated herein by reference. The shares of Common Stock issued and sold under the Purchase Agreement as described in Item 1.01 were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation S as promulgated under the Securities Act thereunder.

Item 7.01. Regulation FD Disclosure.

On June 20, 2025, the Company issued a press release announcing the closing of the Offerings. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference in this Item 7.01.

The information furnished with this Item 7.01, including Exhibits 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Form of Amended and Restated Subscription Agreement for US Investors dated June 16, 2025.
10.2	Form of Amended and Restated Subscription Agreement for Offshore Investors dated June 16,<br> 2025.
10.3	Form of Series U Warrant issued to US Investors.
10.4	Form of Series U-OS Warrant issued to Offshore Investors.
10.5	Form of Registration Rights Agreement, dated June 16, 2025.
99.1	Press Release of SolarWindow Technologies, Inc., dated June 20, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SolarWindow Technologies, Inc.
Date: June 20, 2025	By:	/s/ Amit Singh
		Amit Singh
		President and Chief Executive Officer

EdgarFiling

Exhibit 10.1

THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTEREDUNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND THE RULES AND REGULATIONS PROMULGATEDTHEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S.PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT.

SOLARWINDOW TECHNOLOGIES, INC.

Subscription Agreement

This Amended and Restated Subscription Agreement (“SubscriptionAgreement”) is by and between SolarWindow Technologies, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber, whose name is set forth on the signature page hereto (“Subscriber”).

Recitals:

A. The Subscriber, together with other subscribers executing subscription agreements substantially similar to this Subscription Agreement (the “Other Subscribers” and collectively with Subscriber, “Subscribers”) shall be purchasing from and the Company shall be offering and selling (the “Offering”) to Subscribers, severally and not jointly, up to a maximum of 12,903,226 units (“Maximum Units”) at a purchase price of $0.31 per unit, for an aggregate price of US$4,000,000. Each unit (individually a “Unit” and collectively the “Units”) consists of (i) one (1) share (the “Unit Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), and (ii) one (1) Series U Warrant substantially in the form set forth on Exhibit A hereto (the “Series U Warrant”) to purchase one additional share of Common Stock (the “Warrant Shares”) at an exercise price of $0.47 per share for a period of three (3) years commencing immediately on the original date of issuance of the Series U Warrant. The Unit Shares, the Series U Warrants and Warrant Shares are collectively referred to as the “Securities.” The Securities are immediately separable upon closing and will be issued separately.

B. The Offering commenced in Canada on May 9, 2025 and elsewhere on March 13, 2025 and is being conducted (i) in the United States in reliance upon exemptions from registration under the applicable United States federal securities laws provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) concurrently in Canada (in Canada pursuant to National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”)) and in various offshore jurisdictions in reliance upon exemptions from registration under the applicable United States federal securities laws provided by Regulation S of the Securities Act (“Regulation S”). The Offering is being conducted on a “bestefforts, no minimum” basis and will terminate upon the earlier of (a) the sale of the Maximum Units or (b) May 30, 2025. The Company may extend the term of the Offering subject to the consent of its Board of Directors.

C. The Subscriber desires to subscribe for and purchase from the Company that number of Units set forth set forth on Signature Page hereto (the “Subscribedfor Units”) for a purchase price of $0.31 per Unit, and for the aggregate purchase price set forth on the Subscriber Signature Page hereto (the “Aggregate Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed for Units in consideration of the payment of the Aggregate Purchase Price therefor by, or on behalf of, Subscriber to the Company, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows**:**

1. Subscription and AggregatePurchase Price. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees, to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Aggregate Purchase Price, the Subscribed for Units (such subscription and issuance, the “Subscription”). The Subscriber’s delivery of this Subscription Agreement to the Company shall be accompanied by payment of the Aggregate Purchase Price, payable in United States Dollars, by wire transfer of immediately available funds delivered to the Company in accordance with the wire instructions set forth in Section3.

2. Representations, Warrantiesand Agreements.

2.1Subscriber’s Representations, Warranties and Agreements**.** To induce the Company to issue the Subscribed for Units, each Subscriber, severally and not jointly hereby represents and warrants to the Company and acknowledges and agrees with the Company, as of the date hereof and as of the Closing Date, as follows:

2.1.1General.

(a) If Subscriber is not an individual, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement and has not been formed solely for the purpose of purchasing the Securities. If Subscriber is an individual, Subscriber has the capacity to enter into, deliver and perform its obligations under this Subscription Agreement.

(b) If Subscriber is not an individual, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, the signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. This Subscription Agreement is the valid and binding obligation of Subscriber and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

(c) The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated herein do not and will not (i) if Subscriber is not an individual, result in any violation of the provisions of the organizational documents of Subscriber or any of its subsidiaries or (ii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber that would reasonably be expected to have a material adverse effect on the legal authority and ability of Subscriber to enter into and timely perform its obligations under this Subscription Agreement.

(d) Subscriber is a Person, who is experienced in investing in transactions of the type contemplated by this Subscription Agreement and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including Subscriber’s participation in the purchase of the Subscribed for Units Shares, in each case, satisfying the applicable requirements, including but not limited to Representations Regarding Eligibility Criteria **** set forth on Exhibit B hereto. The Subscriber is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. As used in this Subscription Agreement the term “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

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(e) (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible for the decision to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or recommendation of the Company or any of its affiliates.

2.1.2 Concerning the Offering.

(a)****Subscriber understands that the Subscribed for Units are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed for Units have not been registered under the Securities Act. Subscriber understands that the Subscribed for Units may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S as promulgated under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that the Subscribed for Units shall be subject to a legend to such effect (provided that such legends will be eligible for removal upon delivery of an opinion of counsel by Subscriber, in form reasonably satisfactory to the Company’s transfer agent, to the effect that such legends are not required in order to establish compliance with any provisions of the Securities Act). Accordingly, certificates representing the Securities may bear the following or similar legend, as applicable:

“T****HESECURITIESREPRESENTEDHEREBYHAVE NOTBEEN REGISTEREDUNDERTHE SECURITIESACT OF1933, AS AMENDED(THE “SECURITIESACT”), ORAPPLICABLESTATESECURITIESLAWS. THESESECURITIESMAY NOT BE OFFEREDFOR SALE,SOLD, TRANSFERREDOR ASSIGNEDIN THEABSENCEOF (A) ANEFFECTIVEREGISTRATIONSTATEMENTFOR THE SECURITIESUNDERTHE SECURITIES,OR (B) ANOPINIONOF COUNSEL(REASONABLYSATISFACTORYTO THECOMPANY),THATREGISTRATIONIS NOT REQUIREDUNDERTHE SECURITIESACT.”

Subscriber consents to the Company’s making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Securities set forth in this Section.

(b)****Subscriber understands and agrees that the Subscribed for Units will be subject to the restrictions on sale and transfer of the Securities set forth in Section 2.1.2 (a) and, as a result, Subscriber may not be able to readily resell the Subscribed for Units and may be required to bear the financial risk of investment in the Subscribed for Units for an indefinite period. Subscriber understands that it has been advised to consult independent legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed for Units. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that the Subscribed for Units are a suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed for Units, and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company.

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(c) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the Offering of the Subscribed for Units or made any findings or determination as to the fairness of an investment in the Subscribed for Units, nor have the Securities been approved or registered under any Blue Sky law in reliance on exemptions from registration therefrom, and as such, there may be restrictions on the sale or transfer of such Securities under State law.

(d) Subscriber further acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Company or any of its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements expressly set forth in this Agreement; and in making its decision to purchase the Subscribed for Units, Subscriber represents that it has relied solely upon independent investigation made by Subscriber and the representations, warranties and covenants of the Company contained in this Agreement.

(e) The Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Securities and fully understands that Securities are a speculative investment that involves a high degree of loss of the Subscriber’s entire investment. Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk Factors” and “ForwardLookingStatements” in the Company’s SEC Filings (as defined below) and any additional disclosures in the nature of Risk Factors described herein.

(f) Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed for Units, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon.

(g) The Subscriber acknowledges its understanding that the Offering and sale of the Securities is intended to be exempt from registration under the Securities Act, by virtue of Section 4(a)(2) of the Securities Act. In furtherance thereof, the Subscriber represents and warrants Subscriber is acquiring the Subscribed for Units only for its own account and not for the account of others, for investment purposes only and not with a view to any distribution of the Subscribed for Units in any manner that would violate the securities laws of the United States or any other applicable jurisdiction and is not acquiring the Subscribed for Units with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed for Units. The Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Subscriber does not have such intention.

(h) No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Company.

(i) Subscriber acknowledges and that this is a “bestefforts, no minimum” Offering; that the Company need not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return any of Subscriber’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds. Subscriber further confirms that the Company may undertake additional offerings in the future and/or may issue securities to consultants or employees at offering prices below that of the Offering, which may cause dilution to Subscriber. No oral or written representations have been made, or oral or written information furnished, to the Subscriber or its advisors, if any, in connection with the Offering that are in any way inconsistent with the information contained herein.

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(j) The Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that except as provided in the Transaction Documents, the Company is under no obligation to register the Securities on behalf of the Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Subscriber understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement. For purposes of this Subscription Agreement, the term “Transaction Documents” means collectively this Subscription Agreement, the Registration Rights Subscription Agreement and the Series U Warrants.

(k) Subscriber represents and warrants to the Company that all information that the Subscriber has provided to the Company, including, without limitation, Representations Regarding Eligibility Criteria set forth on Exhibit B hereto is correct and complete as of the date hereof and undertakes to notify the Company of any changes in such information.

2.1.3No Advertising or General Solicitation**.Subscriber represents and warrants that (i) Subscriber became aware of this Offering solely by means of direct contact between Subscriber and the Company or one of their respective representatives or through Persons with whom the Subscriber and the Company have a business relationship, and (ii) that no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the Securities and Exchange Commission in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company.**

2.2Company’s Representations, Warranties and Agreements**.** To induce Subscriber to purchase the Subscribed for Units, the Company hereby represents and warrants to Subscriber and agrees with Subscriber, as of the date hereof and as of the Closing Date, except as disclosed in the SEC Filings (as defined below), as follows:

2.2.1 The Company has been duly incorporated, is validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own or lease its property and to conduct its business.

2.2.2 The Subscribed for Units will be duly authorized and, when issued Each of the Transaction Documents has been duly authorized, validly executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber, is the valid and binding obligation of the Company, and is enforceable against Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.

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2.2.3The Unit Shares and Warrant Shares will be duly authorized and, when issued and delivered to Subscriber against full payment, in accordance with the terms of this Subscription Agreement and Series U Warrant respectively, and registered with the Company’s transfer agent, will be will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights under the Company’s constitutive agreements or applicable law.

2.2.4The execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof), the issuance and sale of the Subscribed for Units and the consummation of the other transactions contemplated herein, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company, taken as a whole or materially and adversely affects the ability of the company to timely perform its obligations under this Subscription Agreement (a “CompanyMaterial Adverse Effect”) or (ii) result in any material violation of the provisions of the organizational documents of the Company any of its subsidiaries that would reasonably be expected to have a Company Material Adverse Effect.

2.2.5 Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security of the Company solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Subscribed for Units under the Securities Act.

2.2.6 As of the date of this Subscription Agreement, the authorized share capital of the Company consists of 300,000,000 shares of Common Stock $0.001 par value per share. The shares of Common Stock outstanding have been duly authorized and are validly issued, fully paid and non-assessable. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Subscribed for Units that have not been or will not be validly waived on or prior to the Closing.

2.2.7 Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, (i) no registration under the Securities Act is required for the offer and sale of the Subscribed for Units by the Company to Subscriber and (ii) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Subscription Agreement.

2.2.8 As of the date hereof, there are no pending or, to the knowledge of the Company, threatened, suits, claims, actions, or proceedings, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon the Company, which would, individually or in aggregate, reasonably be expected to have a Company Material Adverse Effect.

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2.2.9The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed for Units), other than (i) filings with the Commission, (ii) filings required by applicable state securities laws, (iii) those required by the OTC Market Group, Inc. or another applicable stock exchange, and (iv) filings, the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

2.2.10 The Company is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company has made available to each Subscriber through the EDGAR system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period to the date of the Closing, as that term in defined in Section 3 (collectively, the “SEC Filings”); all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

2.2.11 No broker, finder or other financial consultant has acted on behalf of the Company in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability to the Subscriber.

2.2.12 The Company is not, and immediately after receipt of payment for the Subscribed for Units will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

2.2.13 The Series Warrants included as part of the Units represent a binding obligation of the Company as further described therein. The Unit Shares and Warrant Shares, upon issuance in accordance with the terms of this Subscription Agreement and the terms of the respective Series U Warrants: (i) will be duly and validly authorized, validly issued and non-assessable; (ii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and (iii) will not subject the holders thereof to personal liability by reason of being such holders.

3. Closing(s); SubscriptionProcedures.

3.1Multiple Closings**.** Subject to the terms and conditions of this Subscription Agreement the Company anticipates effecting multiple closings (each a “Closing”) of the purchase and sale of the Subscribed for Units remotely via the exchange of documents and signatures following receipt of Subscriptions until the earlier to occur of May 30, 2025, or the termination of the Offering as set forth in Section 4.

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3.2Subscription Procedures.

To complete a subscription for the Subscribed for Units, the Purchaser must fully comply with the subscription procedure provided in Subsections 3.2.1 and 3.2.2 of this Section3.2 (collectively, the “Subscriber Closing Deliverables”) on or before the applicable Closing. On delivery of the Subscriber Closing Deliverables, the Subscriber will become bound by its terms. Unless otherwise required by applicable state securities laws, the Subscriber may not withdraw or revoke her/his executed Subscription Agreement in whole or in part without the consent of the Company. The Company may accept the Subscription at any time on or before the Termination Date. This Subscription Agreement is not binding on the Company until the date (the “Effective Date”) it is accepted as evidenced by the signature of an officer of the Company. The Company, in its sole discretion, has the right to accept or reject this Subscription in whole or in part and accept Subscriptions other than in the order received. In the event of rejection of this Subscription, or in the event that, for any reason, none of the Units are sold (in which case this Subscription Agreement will be deemed to be rejected), the Company will thereafter promptly return or cause to be returned to the Subscriber by mail, a check in the amount paid by the Subscriber in this Offering, without interest thereon or deduction therefrom for expenses or otherwise, and this Subscription Agreement shall thereafter have no further force or effect. If this Subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted.

3.2.1Subject to the terms and conditions of this Subscription Agreement, prior to Closing the Subscriber shall deliver to the Company:

(a) a fully executed and completed copy of this Subscription Agreement (including all of the information requested of the Subscriber on the Subscriber Signature Page and Exhibit B hereto;

(b) a fully executed and completed copy of the Registration Rights Agreement (as defined in Section 6);

(d) if the Subscriber is an individual, a copy of the Subscriber’s driver’s license or other federal or state government issued identification document substantiating Subscriber’s jurisdiction of residence as set forth on the Subscriber Signature Page hereto.

(d) the Aggregate Purchase Price in accordance with the wiring instructions set forth in Section 3.2.2.

3.2.2 Payment for the Subscribed for Units**.**

Payment of the Aggregate Purchase Price for the Subscribed for Units shall be made by wire transfer of to the Company immediately available funds. The wire instructions are:

Bank Name:	BMO Harris Bank NA
Bank Routing No.:	071025661
SWIFT Code:	HATRUS44
Account No.:	4802600518
Bank Address:	P.O. BOX 94033, PALATINE, IL 60094−4033
Company Address:	9375 E Shea Blvd Suite 107B, Scottsdale,<br>AZ 85260

3.3 Company Closing Deliverables. Subject to the terms and conditions of this Subscription Agreement, at each closing the Company shall deliver to the Subscriber:

3.3.1 a countersigned copy of this Subscription Agreement;

3.3.2 a countersigned copy of the Registration Rights Agreement;

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3.3.3 a copy of the issue instructions delivered to the Transfer Agent for the issuance of the Unit Shares included in the Subscribed for Units in book entry format; and

3.3.4 the Series U Warrant included in the Subscribed for Units duly executed by the Company.

4. Termination. The Offering shall terminate on the earlier to occur of May 30, 2025, or the date of the sale of the Maximum Units (the “Termination Date”). All of the representations and warranties contained in this Subscription Agreement shall survive the Closings. All of the covenants and agreements made by each party in this Subscription Agreement shall survive the Closings until the applicable statute of limitations or in accordance with their respective terms, if a shorter period. The Company may extend the term of this Offering subject to the consent of its Board of Directors.

5. Rule 144.

5.1From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Company to the public without registration are available to holders of the Company’s shares of Common Stock and for so long as Subscriber holds the Subscribed for Units, the Company agrees to:

5.1.1 make and keep public information available, as those terms are understood and defined in Rule 144; and

5.1.2       file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144.

5.2If the Subscribed for Units are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, then at Subscriber’s request and upon delivery of an opinion of Company’s counsel, in form reasonably satisfactory to the transfer agent of the Company, the Company will cause its transfer agent to remove the applicable restrictive legend.

6. Registration. Within 90 days following the Termination Date, the Company shall file registration statement on Form S-1 under the Securities Act covering the resale by Subscriber of the Unit Shares and the Warrant Shares in accordance with the terms of the registration rights agreement of even date herewith between the Company and Subscriber substantially in the form of Exhibit C hereto (the “RegistrationRights Agreement”).

7.  General.

7.1Further Assurances**.** At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

7.1.1. Subscriber acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, representations and warranties made by the Company contained in this Subscription Agreement.

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7.1.2 Each of the Company and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

7.1.3 The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed for Units, and Subscriber shall provide such information as may be reasonably requested, to the extent within Subscriber’s possession and control or otherwise readily available to Subscriber, provided that the Company agrees to keep confidential any such information provided by Subscriber.

7.1.4 Each of Subscriber and the Company shall pay all of its own respective expenses in connection with this Subscription Agreement and the transactions contemplated herein.

7.1.5Each of Subscriber and the Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable, to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described herein.

7.2Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email during business hours or the next Business Day if sent outside of business hours, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to Subscriber, to such address or addresses set forth on the Subscriber Signature Page hereto;

(ii) if to the Company, to:

SolarWindow Technologies, Inc.

9375 E. Shea Blvd, Suite 107-B

Scottsdale, AZ 85260

Attention: Amit Singh, President and Chief Executive Officer

Email: amit@solarwindow.com

With a required copy (which copy shall not constitute notice) delivered to:

Sierchio Law, LLP

430 Park Avenue

Suite 702

New York, New York 10022

Attention: Joseph Sierchio

Email: joseph@sierchiolaw.com

7.3 Entire Agreement. The Transaction Documents and all Exhibits and schedules thereto constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

7.4 Modifications and Amendments. This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought.

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7.5Assignment**.**Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s rights to purchase the Subscribed for Units) may be transferred or assigned without the prior written consent of the Company; provided that Subscriber’s rights and obligations hereunder may be assigned to any fund or account managed by the same investment manager as Subscriber, without the prior consent of the Company, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment; provided further that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment manager as Subscriber.

7.6 Benefit. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns.

7.7 Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of York, without giving effect to the principles of conflicts of law thereof.

7.8Consent to Jurisdiction; Waiver of Jury Trial.

7.8.1 The Company and each Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this Agreement shall be adjudicated before a court located in the City of New York, Borough of Manhattan, and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York located in the City of New York, Borough of Manhattan with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.

7.8.2 WAIVEROF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLYAND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVESFOREVER TRIAL BY JURY.

7.9Severability**.**If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

7.10No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

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7.11Remedies**.**

7.11.1.          The parties agree that irreparable damage would occur if this Subscription Agreement were not performed, or the Closing is not consummated in accordance with its specific terms or is otherwise breached and that monetary damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 7.8, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the right of the parties hereto to cause the other parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to Section 7.11 is unenforceable, invalid, contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

7.11.2 The parties acknowledge and agree that Section 7.11 is an integral part of the transactions contemplated hereby and without that right the parties hereto would not have entered into this Subscription Agreement.

7.12 Mutual Drafting**.**This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

7.13 Additional Financings and Offerings. Subscriber recognizes that the Company may seek to raise additional financing and working capital through a variety of sources in the future, or concurrently with the Offering, and that although the Company may undertake one or more public or private offerings of its debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful. Moreover, Subscriber understands and agrees that the Company reserves the right to make future and concurrent offers, either public or private, of securities, including, but not limited to, promissory notes, shares of common stock, preferred stock or warrants, on terms that may be more than or less favorable than the Securities. Subscriber further confirms that Subscriber has no right to purchase any securities in any future or concurrent offerings. The Company, its affiliates and/or authorized consultants reserve the right at any time to negotiate individually with one or more prospective investors or other persons and to enter into one or more definitive agreements and/or side letters, with one or more of such persons regarding an investment in the Company, on the terms set forth in this subscription or on other terms and conditions, which may be more favorable then the terms set forth herein, or include additional securities of the Company, without prior notice to Subscriber.

7.14 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Subscriber or its agents or counsel with any information that the Company believes constitutes or could constitute material non-public information, and each Subscriber agrees, and shall direct its agents and counsel not to, request any material non-public information from the Company or any Person acting on its behalf, unless prior thereto such Subscriber shall have executed a written agreement with the Company regarding the willingness to accept receipt of such material non-public information and acknowledges the confidentiality and use of such information and the Company’s covenant to file a further SEC filing or report and the period in which such information shall remain confidential or be required to not be disclosed. Subscriber is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities of the Company by any person who has received or has access to material, non-public information (“NPI”) relating to the Company and on the communication of such NPI to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information, and in the event that Subscriber has or subsequently receives such NPI or access thereto, Subscriber shall comply with such applicable securities.

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7.15 Several, Not Joint Obligations. The obligations of each Subscriber under any Transaction Document are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the performance or non-performance of the obligations of any other Subscriber under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto, shall be deemed to constitute the Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Subscriber shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Subscription Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Subscriber to be joined as an additional party in any proceeding for such purpose. The Company has elected to provide all Subscribers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Subscribers. It is expressly understood and agreed that each provision contained in this Subscription Agreement and in each other Transaction Document is between the Company and a Subscriber, solely, and not between the Company and the Subscribers collectively and not between and among the Subscribers.

7.16 Disclosure. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal securities law in connection with the Registration Statement, (ii) in a press release to the extent any such disclosure is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section 17.16 and (iii) to the extent such disclosure is required by law, at the request of the Staff of the Commission or regulatory agency or under the regulations of OTC Markets, LLC., in which case the Company shall provide Subscriber with prior written notice of such disclosure, and shall reasonably consult with the Subscriber regarding such disclosure.

7.17 Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

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7.18Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Subscription Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Subscription Agreement as if set forth in full herein. All references in this Subscription Agreement to numbers of shares, per share amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof. The headings of the sections of this Subscription Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Subscription Agreement. All references to “dollars” or “$” are to United States of America dollars.

8. Important Noticesto Subscribers and State Restrictive Legends.

8.1 Important Notices.

NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE OFFERING OF THESE SECURITIES EXCEPT FOR THIS SUBSCRIPTION AGREEMENT AND ANY SUPPLEMENTS HERETO, AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.

UNTIL SUCH TIME AS AFORM 8-K IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY, THIS SUBSCRIPTION AGREEMENT IS CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED, DISTRIBUTED OR DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EACH PERSON WHO ACCEPTS DELIVERY OF THIS SUBSCRIPTION AGREEMENT, ACKNOWLEDGES AND AGREES TO THE FOREGOING RESTRICTIONS.

NEITHER THE DELIVERY OF THIS SUBSCRIPTION AGREEMENT AT ANY TIME NOR ANY SALE OF SECURITIES HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE SUBSCRIBER THE OPPORTUNITY, PRIOR TO ITS PURCHASE OF UNITS, TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY CONCERNING THE OFFERING AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION SET FORTH HEREIN. ALL SUCH ADDITIONAL INFORMATION SHALL ONLY BE PROVIDED IN WRITING AND IDENTIFIED AS SUCH BY THE COMPANY THROUGH ITS DULY AUTHORIZED OFFICERS AND/OR DIRECTORS ALONE; NO ORAL INFORMATION OR INFORMATION PROVIDED BY ANY THIRD-PARTY MAY BE RELIED UPON.

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THIS SUBSCRIPTION AGREEMENT AND THE COMPANY’S SEC FILINGS AND REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION INCLUDE DATA OBTAINED FROM INDUSTRY PUBLICATIONS AND REPORTS, WHICH THE COMPANY BELIEVES TO BE RELIABLE SOURCES; HOWEVER, NEITHER THE ACCURACY NOR COMPLETENESS OF THIS DATA IS GUARANTEED. WE HAVE NEITHER INDEPENDENTLY VERIFIED THIS DATA NOR SOUGHT THE CONSENT OF SUCH SOURCES TO REFER TO THEIR REPORTS IN THIS SUBSCRIPTION AGREEMENT.

THE OFFERING PRICE OF THE SECURITIES HAS BEEN DETERMINED ARBITRARILY. THE PRICE OF THE SECURITIES DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS OR BOOK VALUE OF THE COMPANY, OR TO ANY POTENTIAL ASSETS, EARNINGS OR BOOK VALUE OF THE COMPANY. THERE IS NOT CURRENTLY AN ACTIVE TRADING MARKET IN THE COMPANY’S COMMON STOCK AND THERE CAN BE NO ASSURANCE THAT AN ACTIVE TRADING MARKET IN ANY OF THE COMPANY’S SECURITIES WILL DEVELOP OR BE MAINTAINED. THE PRICE OF SECURITIES QUOTED ON THE OTC PINK SHEETS MAY BE IMPACTED BY A LACK OF LIQUIDITY OR AVAILABILITY OF UNIT SHARES OR WARRANT SHARES FOR PUBLIC SALE AND ALSO WILL NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, EARNINGS, BOOK VALUE OR POTENTIAL PROSPECTS OF THE COMPANY OR APPLICABLE QUOTED OR TRADING PRICES THAT MAY EXIST FOLLOWING THE LAPSE OF RESTRICTIONS ON THE SECURITIES SOLD PURSUANT TO THIS OFFERING OR OTHER RESTRICTIONS. SUCH PRICES SHOULD NOT BE CONSIDERED ACCURATE INDICATORS OF FUTURE QUOTED OR TRADING PRICES THAT MAY SUBSEQUENTLY EXIST FOLLOWING THIS OFFERING.

THIS SUBSCRIPTION AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT YOU MAY DESIRE IN EVALUATING THE COMPANY OR AN INVESTMENT IN THE OFFERING. THIS SUBSCRIPTION AGREEMENT DOES NOT CONTAIN ALL OF THE INFORMATION THAT WOULD NORMALLY APPEAR IN A PROSPECTUS FOR AN OFFERING REGISTERED UNDER THE SECURITIES ACT. YOU MUST CONDUCT AND RELY ON YOUR OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, IN DECIDING WHETHER TO INVEST IN THE OFFERING.

THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR NOT AUTHORIZED. EACH PERSON WHO ACCEPTS DELIVERY OF THIS SUBSCRIPTION AGREEMENT AGREES TO RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.NO REPRESENTATIONS, WARRANTIES OR ASSURANCES OF ANY KIND ARE MADE OR SHOULD BE INFERRED WITH RESPECT TO THE ECONOMIC RETURN, IF ANY, THAT MAY ACCRUE TO AN INVESTOR IN THE COMPANY.

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8.2 StateLegends and Notices.

8.2.1 Applicable to All Subscribers.

THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.PROSPECTIVE SUBSCRIBERS SHOULD NOT CONSTRUE THE CONTENTS OF THIS AGREEMENT AS INVESTMENT, LEGAL, BUSINESS, OR TAX ADVICE. EACH SUBSCRIBER SHOULD CONTACT HIS, HER OR ITS OWN ADVISORS REGARDING THE APPROPRIATENESS OF THIS INVESTMENT AND THE TAX CONSEQUENCES THEREOF, WHICH MAY DIFFER DEPENDING ON A SUBSCRIBER’S PARTICULAR FINANCIAL SITUATION. IN NO EVENT SHOULD THIS SUBSCRIPTION AGREEMENT BE DEEMED OR CONSIDERED TO BE TAX ADVICE PROVIDED BY THE COMPANY.

8**.2.2 Applicableto Residents of Nevada Only.**

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECURITIES LAWS OF THE STATE OF NEVADA AND ARE OFFERED PURSUANT TO AN EXEMPTION PURSUANT TO NRS 90.530-11 THEREOF.

8**.2.2 Applicableto Residents of Texas Only.**

THE SECURITIES HAVE NOT BEEN REGISTERED UNDER SECURITIES LAWS OF THE STATE OF TEXAS AND ARE OFFERED PURSUANT TO AN EXEMPTION PURSUANT TO SECTION 4005.012(a)(1) AND SECTION 4005.012(a)(2) OF TEXAS SECURITIES ACT.

[SIGNATURE PAGES FOLLOWS]

[BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]

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[SolarWindowTechnologies, Inc. Signature Page]

In Witness Whereof, the Company has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the Effective Date set forth below.

SolarWindow Technologies, Inc.

By: ________________________________

Name: Amit Singh

Title: President and Chief Executive Officer

Effective Date: ___________________, 2025

[Subscriber Signature Pages Follows]

| 17 |

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[Signature Page For SubscribersWho Are Natural Persons]

IN WITNESS WHEREOF, the Subscriber has duly completed and executed this Subscription Agreement and elects to purchase the number of Units and for the Aggregate Purchase Price set forth below.

Number of Units to be purchased:
*Aggregate Purchase Price :**

*The Aggregate Purchase Price is payable in full by wire transfer asprovided in Section 3 of the Subscription Agreement.

Date:

Subscriber:	Joint Subscriber, if applicable:
Name:	Name: __________________________________
Signature: ___________________________	Signature: _______________________________
TIN:	TIN: ____________________________________
If there are joint investors, please check one:
☐ Joint Tenants with Rights of Survivorship
☐ Tenants-in-Common
☐ Community Property
Address (Residence and Notice):*	Address (Residence and Notice) if different*
	------------------------------------------------------------
	________________________________________
_____________________________________	________________________________________
_____________________________________	________________________________________
Email:	Email: _______________________________
Phone:	Phone: _______________________________

*Please provide a copy of your drivers’ license as evidence of jurisdictional residence.

| 18 |

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[Signature Page For All OtherSubscribers]

IN WITNESS WHEREOF, the Subscriber has duly completed and executed this Subscription Agreement and elects to purchase the number of Units and for the Aggregate Purchase Price set forth below.

Number of Units to be purchased:	______________________________________________
*Aggregate Purchase Price :**	$______________________________________________

*The Aggregate Purchase Price is payable in full by wire transfer asprovided in Section 3 of the Subscription Agreement.

Date: ________________________________, 2025

Name of Subscriber:
By Authorized Signatory:
Print Name:
Title:
EIN or other Tax ID No.:
Telephone No.:
Facsimile No. if any:
Email Address:
Jurisdiction Where Formed:
Address of Executive Offices (For Notices):

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Exhibit A

TO THE SOLARWINDOW AMENDEDAND RESTATED

US subscription agreement

EXHIBIT B

TO THE SOLARWINDOW AMENDEDAND RESTATED

US subscription agreement

REPRESENTATIONS REGARDING ELIGIBILITY CRITERIA

This Exhibit B should be completed and signed by Subscriber and constitutesa part of the Subscription Agreement between the Subscriber and the Company.

1.	AFFILIATE STATUS (Please check the applicable box)
	☐
	☐

2.	YOU ARE A PERSON (AS DEFINED IN THE SUBSCRIPTION AGREEMENT) EXPERIENCED IN INVESTING IN TRANSACTIONS OF THE TYPE CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT AND CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND WITH REGARD TO ALL TRANSACTIONS AND INVESTMENT STRATEGIES INVOLVING A SECURITY OR SECURITIES, INCLUDING SUBSCRIBER’S PARTICIPATION IN THE PURCHASE OF THE SUBSCRIBED FOR UNITS AND CAN BEAR THE ECONOMIC RISK OF A COMPLETE LOSS OF YOUR INVESTMENT. (Please check applicable the boxes)
☐	You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of 6,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase Units, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of 6,000,000 and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that would qualify as “accredited investors” as defined in the rules promulgated under Section 4(a)2 of the Securities Act or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Securities is made solely by persons or entities that would qualify as accredited investors under the Rules promulgated under Section 4(a)2.

All values are in US Dollars.

| 1 |

| --- | | ☐ | You are a (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization described in section 501I(3) of the Internal Revenue Code, in each case that was not formed for the specific purpose of acquiring the Subscribed for Units, and that has total assets in excess of $6,000,000; | | --- | --- | | ☐ | Any trust, with total assets in excess of $6,000,000, not formed for the specific purpose of acquiring the Subscribed for Units, whose purchase is directed by a sophisticated person as described in the rules promulgated under the Securities Act; | | ☐ | You are an entity, other than an entity described above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $6,000,000; | | ☐ | You are a “family office,” as defined under the Investment Advisers Act that satisfies all of the following conditions: (i) with assets under management in excess of $6,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; | | ☐ | You are A natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $2,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; | | ☐ | You are a natural person who had an individual income in excess of $300,000 in each of the two most recent years or joint income with your spouse or spousal equivalent in excess of $400,000 in each of those years and have a reasonable expectation of reaching the same income level in the current year; |

By signing below, the undersigned Subscriber hereby acknowledges that the representations set forth in this Representations Regarding Eligibility Criteria are accurate and complete in all respects, and the undersigned Subscriber hereby undertakes to immediately notify you in writing regarding any material change in the information set forth herein. I understand that you will rely on the accuracy and completeness of these representations for the purpose of determining my suitability as a prospective investor under applicable securities laws, and 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 me for damages.

Dated: , 2025

**** SUBSCRIBER:

By:

Name:

Title:

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EXHIBIT C

TO THE SOLARWINDOW AMENDED AND RESTATED

OFFSHORE SUBSCRIPTION AGREEMENT

FORM OF REGISTRATION RIGHTS AGREEMENT

[FILED SEPARATELY]

EdgarFiling

Exhibit 10.2

THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE NOTBEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND THE RULES AND REGULATIONSPROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES (AS DEFINED IN REGULATION S)OR TO OR FOR THE BENEFIT OF A U.S. PERSON (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCHSECURITIES UNDER, OR AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

SOLARWINDOW TECHNOLOGIES, INC.

Amended and Restated SubscriptionAgreement

This Amended and Restated Subscription Agreement (“SubscriptionAgreement”) is by and between SolarWindow Technologies, Inc., a Nevada corporation (the “Company”), and the undersigned subscriber whose name is set forth on the signature page hereto (“Subscriber”).

Recitals:

A. Subscriber together with other subscribers executing subscription agreements substantially similar to this Subscription Agreement (the “OtherSubscribers,” and collectively with Subscriber, “Subscribers”) shall be purchasing from and the Company shall be offering and selling (the “Offering”) to Subscribers, severally and not jointly up to a maximum of 12,903,226 units (“Maximum Units”) at a purchase price of $0.31 per unit, for an aggregate price of US$4,000,000. Each unit (individually a “Unit” and collectively the “Units”) consists of (i) one (1) share (the “Unit Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), and (ii) one (1) Series U-OS Warrant substantially in the form set forth on Exhibit A hereto (the “Series U-OS Warrant”) to purchase one additional share of Common Stock (the “Warrant Shares”) at an exercise price of $0.47 per share for a period of three (3) years commencing immediately from the original date of issuance of the Series U-OS Warrant. The Unit Shares, the Series U-OS Warrants and Warrant Shares are collectively referred to as the “Securities.” The Securities are immediately separable upon closing, and each will be issued separately.

B. The Offering commenced in Canada on May 9, 2025 and elsewhere on March 13, 2025 and is being conducted (i) in the United States in reliance upon exemptions from registration under the applicable United States federal securities laws provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) concurrently in various offshore jurisdictions in reliance upon exemptions from registration under the applicable United States federal securities laws provided by Regulation S of the Securities Act (“RegulationS”) and in Canada pursuant to National Instrument 45-106 Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”). The Offering is being conducted on a “best efforts, no minimum” basis and will terminate upon the earlier of (a) the sale of the Maximum Units or (b) May 30, 2025. The Company may extend the term of the Offering subject to the consent of its Board of Directors.

C. The Subscriber desires to subscribe for and purchase from the Company that number of Units set forth set forth on the Subscriber Signature Page hereto (the “Subscribed for Units”) for a purchase price of $0.31 per Unit, and for the aggregate purchase price set forth on the Subscriber Signature Page hereto (the “Aggregate Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed for Units in consideration of the payment of the Aggregate Purchase Price therefor by, or on behalf of, Subscriber to the Company, all on the terms and subject to the conditions set forth herein.

Article 1

Terms, Provisions and ConditionsApplicable to All Subscribers

1. Subscription and AggregatePurchase Price. Subject to the terms and conditions hereof, at the Closing (as defined below), Subscriber hereby agrees, to subscribe for and purchase, and the Company hereby agrees to issue and sell to Subscriber, upon the payment of the Aggregate Purchase Price, the Subscribed for Units (such subscription and issuance, the “Subscription”). The Subscriber’s delivery of this Subscription Agreement to the Company shall be accompanied by payment for the Units subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately available funds delivered to the Company in accordance with the wire instructions set forth in Section 3.

2. Representations, Warrantiesand Agreements.

2.1 Subscriber’s Representations, Warranties and Agreements Regarding the Subscriber and the Offering Generally. To induce the Company to issue the Subscribed for Units, Subscriber hereby represents and warrants to the Company and acknowledges and agrees with the Company, as of the date hereof and as of the Closing Date, as follows:

2.1.1 If Subscriber is not an individual, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement and has not been formed solely for the purpose of purchasing the Securities. If Subscriber is an individual, Subscriber has the capacity to enter into, deliver and perform its obligations under this Subscription Agreement.

2.1.2 If Subscriber is not an individual, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, the signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. This Subscription Agreement is the valid and binding obligation of Subscriber and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

2.1.3 The execution, delivery and performance by Subscriber of this Subscription Agreement and the consummation of the transactions contemplated herein do not and will not (i) if Subscriber is not an individual, result in any violation of the provisions of the organizational documents of Subscriber or any of its subsidiaries or (ii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber that would reasonably be expected to have a material adverse effect on the legal authority and ability of Subscriber to enter into and timely perform its obligations under this Subscription Agreement.

2.1.4 Subscriber is a Person, who is experienced in investing in transactions of the type contemplated by this Subscription Agreement and capable of evaluating investment risks independently, both in general and with regard to transactions and investment strategies involving securities, including Subscriber’s participation in the purchase of the Subscribed for Units Shares. As used in this Subscription Agreement the term “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

2.1.5 Subscriber is not a foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Part 800.244) and that will acquire a substantial interest in the Company as a result of the purchase and sale of Subscribed for Units hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company from and after the Closing as a result of the purchase and sale of the Subscribed for Units hereunder.

2.1.6Subscriber understands that the Subscribed for Units are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed for Units have not been registered under the Securities Act. Subscriber understands that the Subscribed for Units may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act, (ii) pursuant to an effective registration statement as to the Securities to be sold, or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that the Subscribed for Units shall be subject to a legend to such effect (provided that such legends will be eligible for removal upon delivery of an opinion of counsel by Subscriber, in form reasonably satisfactory to the Company’s transfer agent, to the effect that such legends are not required in order to establish compliance with any provisions of the Securities Act). Accordingly, certificates representing the Securities may bear the following or similar legend, as applicable:

“THESESECURITIESWERE ISSUEDIN AN OFFSHORETRANSACTIONTO PERSONS WHOARE NOTU.S. PERSONS(AS DEFINEDIN REGULATIONS) PURSUANTTO REGULATIONS UNDERTHE UNITEDSTATESSECURITIESACT OF 1933, ASAMENDED (THE“SECURITIESACT”). ACCORDINGLY,NONEOF THESECURITIESTO WHICH THIS CERTIFICATE RELATESHAVE BEENREGISTEREDUNDERTHE SECURITIESACT,OR ANYU.S. STATESECURITIESLAWS, AND,UNLESSSO REGISTERED,NONEMAY BE OFFEREDOR SOLD IN THEUNITED STATESOR, DIRECTLYOR INDIRECTLY,TO U.S.PERSONS EXCEPTPURSUANTTO AN EFFECTIVEREGISTRATIONSTATEMENTOR PURSUANTTO AN EXEMPTIONFROM,OR IN A TRANSACTIONNOT SUBJECTTO, THEREGISTRATIONREQUIREMENTS OF THE SECURITIESACT AND IN EACHCASE ONLYIN ACCORDANCEWITH APPLICABLESTATESECURITIES LAWS.IN ADDITION,HEDGINGTRANSACTIONSINVOLVING THESECURITIESMAY NOT BECONDUCTEDUNLESSIN ACCORDANCEWITH THE SECURITIESACT.”

2.1.7Subscriber understands and agrees that the Subscribed for Units will be subject to the foregoing restrictions and, as a result, Subscriber may not be able to readily resell the Subscribed for Units and may be required to bear the financial risk of investment in the Subscribed for Units for an indefinite period. Subscriber understands that it has been advised to consult independent legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed for Units. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that the Subscribed for Units are a suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed for Units, and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Company.

2.1.8 Subscriber understands and agrees that no United States federal, state, or foreign governmental securities regulatory (or similar agency) has reviewed, passed upon or endorsed the merits of the Offering or made any findings or determination as to the fairness of an investment in the Units.

2.1.9 Subscriber acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Company or any of its officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements expressly set forth in this Subscription Agreement; and in making its decision to purchase the Subscribed for Units, Subscriber represents that it has relied solely upon its independent investigation made by Subscriber and the representations, warranties and covenants of the Company contained in this Subscription Agreement. Without limiting the generality of the foregoing, Subscriber further acknowledges that neither the Company nor any of its directors, employees, officers, affiliates or agents have made any representations whether written or oral, that (i) that any person will resell or purchase any of the Securities; (ii) that any person will refund all or any part of the funds paid in connection with the subscription hereunder; or (iii) as to the future price or value of any of the Securities.

2.1.10 The Subscriber has carefully considered the potential risks relating to the Company and the purchase of the Securities and fully understands that Securities are a speculative investment that involves a high degree of loss of the Subscriber’s entire investment. Among other things, the Subscriber has carefully considered each of the risks described under the heading “Risk Factors” and “ForwardLookingStatements” in the Company’s SEC Filings (as defined below) and any additional disclosures in the nature of Risk Factors described herein.

2.1.11 Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed for Units, including but not limited to all business, legal, regulatory, accounting, credit and tax matters. The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon.

2.1.12 Subscriber is acquiring the Subscribed for Units only for its own account and not for the account of others, for investment purposes only and not with a view to any distribution of the Subscribed for Units in any manner that would violate the securities laws of the United States or any other applicable jurisdiction, including, but not limited to Canada. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed for Units.

2.1.13 No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the Company.

2.1.14 Subscriber acknowledges and that this is a “best efforts, no minimum” Offering; that the Company need not raise any certain level of funding; that regardless of the amount of funding raised in the Offering, the Company will not return any of Subscriber’s investment herein assuming the Subscription is accepted by the Company; and the Company is not required to use the funds raised in this Offering for any particular purpose or towards any specific use of proceeds.

2.1.15Subscriber became aware of this Offering solely by means of direct contact between Subscriber and the Company or one of their respective representatives or through Persons with whom the Subscriber and the Company have a business relationship, and (ii) that no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the Securities and Exchange Commission in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company.

2.1.16 Subscriber acknowledges that there is no government or other insurance covering the Securities.

2.1.17 Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction (as set forth on the Subscriber Signature Page hereto) in connection with any invitation to subscribe for the Units or any use of this Subscription Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consents that may need to be obtained; and (v) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Units. The Subscriber’s subscription and payment for, and its continued beneficial ownership of the Units, will not violate any applicable securities or other laws of the Subscriber’s jurisdiction. Subscriber further acknowledges that there may be further restrictions on Subscriber's ability to resell the Securities, and it is the responsibility of Subscriber to find out what those restrictions are and to comply with them before selling the Securities.

2.2 Subscriber’s Representations, Warranties and Agreements Regarding Regulation S.

Subscriber hereby further represents and warrants to the Company and acknowledges and agrees with the Company, as of the date hereof and as of the Closing Date, as follows:

2.2.1 The Subscriber is not a U.S. Person (as defined in Regulation S and set forth in Exhibit B hereto) and is not an affiliate of the Company.

2.2.2Subscriber is acquiring the Units in an offshore transaction pursuant to Regulation S. At the time of the origination of contact concerning this Subscription Agreement and the date of the execution and delivery of this Subscription Agreement, the Subscriber was outside of the United States (as defined in Regulation S and set forth in Exhibit B hereto).

2.2.3 Subscriber represents and warrants that (i) Subscriber became aware of this Offering solely by means of direct contact between Subscriber and the Company or one of their respective representatives or through Persons with whom the Subscriber and the Company have a business relationship, and (ii) that no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising; or (C) observe any website or filing of the Company with the United States Securities and Exchange Commission (the “SEC”) or in Canada on Sedar+, in which any offering of securities by the Company was described and as a result learned of any offering of securities by the Company. The Subscriber agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

2.2.4 Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directedsellingefforts” (as defined in Regulation S and set forth in Exhibit B hereto) in the United States in respect of the Unit Shares and Warrant Shares which directed selling efforts would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Units; provided, however, that the Subscriber may sell or otherwise dispose of the Unit Shares and Warrant Shares pursuant to registration of the Unit Shares and Warrant Shares for resale under the Securities Act, Regulation S, and or under an exemption from such registration requirements or any applicable state and provincial securities laws.

2.2.5 Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of twelve months (or such shorter period as permitted under Regulation S) after the date of sale of the Units under this Subscription Agreement (the “D****istributionCompliancePeriod”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers, sales, pledges and transfers after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws.

2.2.6 Subscriber understands and agrees not to engage in any hedging transactions involving the Unit Shares and Warrant Shares prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities Act.

2.2.7 The transactions contemplated by this Subscription Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither Subscriber nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Units and Subscriber and any person acting on his behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

2**.2.8** The Subscriber may not, and will not, sell or otherwise transfer any Securities without registration under the Securities Act or as permitted pursuant to Regulation S, or another exemption from the registration requirements of the Securities Act, and fully understands and agrees that the Subscriber must bear the economic risk of its investment in the Securities. The Subscriber is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that except as provided in the Transaction Documents, the Company is under no obligation to register the Securities on behalf of the Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Subscriber understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Subscription Agreement. For purposes of this Subscription Agreement, the term “Transaction Documents” means collectively this Subscription Agreement, the Registration Rights Agreement and the Series U-OS Warrants.

2.2.9 Subscriber acknowledges and agrees that the Securities underlying the Series U-OS Warrants are subject to a continuous distribution compliance period as long as the warrants remain outstanding and that the Series U-OS Warrants (i) must bear a legend stating that the Series U-OS Warrants and underlying Securities have not been registered under the Securities Act and that the Series U-OS Warrants may not be exercised by or on behalf of any U.S. person unless registered or pursuant to an exemption; (ii) each person exercising a Series U-OS Warrants must provide a written certification that they are not a U.S. person and that the warrant is not being exercised in the United States or on behalf of a U.S. person or otherwise provide a legal opinion letter acceptable to the Company that the Series U-OS Warrants and the underlying Securities have been registered pursuant to the Securities Act, or are exempt from registration; and (iii) that the Company shall establish procedures are implemented to ensure that the Series U-OS Warrants may not be exercised within the U.S. and that the underlying Securities may not be delivered within the U.S., unless registered pursuant to the Securities Act or exempt from registration.

3.Company’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed for Units, the Company hereby represents and warrants to Subscriber and agrees with Subscriber, as of the date hereof and as of the Closing Date, except as disclosed in the SEC Filings (as defined below), as follows:

3.1The Company has been duly incorporated, is validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own or lease its property and to conduct its business.

Each of the Transaction Documents (as defined in Section has been duly authorized, validly executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber, is the valid and binding obligation of the Company, and is enforceable against Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (ii) principles of equity, whether considered at law or equity.****

3.2The Unit Shares and Warrant Shares will be duly authorized and, when issued and delivered to Subscriber against full payment, in accordance with the terms of this Subscription Agreement and Series U-OS Warrant respectively, and registered with the Company’s transfer agent, will be will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights under the Company’s constitutive agreements or applicable law.

3.3The execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof), the issuance and sale of the Subscribed for Units and the consummation of the other transactions contemplated herein, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company, taken as a whole or materially and adversely affects the ability of the company to timely perform its obligations under this Subscription Agreement (a “CompanyMaterial Adverse Effect”) or (ii) result in any material violation of the provisions of the organizational documents of the Company any of its subsidiaries that would reasonably be expected to have a Company Material Adverse Effect.

3.4 Neither the Company, nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any security of the Company solicited any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Subscribed for Units under the Securities Act.

3.5 As of the date of this Subscription Agreement, the authorized share capital of the Company consists of 300,000,000 shares of Common Stock $0.001 par value per share. The shares of Common Stock outstanding have been duly authorized and are validly issued, fully paid and non-assessable. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound, relating to the voting of any securities of the Company. There are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Subscribed for Units that have not been or will not be validly waived on or prior to the Closing.

3.6 Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 2.1 of this Subscription Agreement, (i) no registration under the Securities Act is required for the offer and sale of the Subscribed for Units by the Company to Subscriber and (ii) no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Subscription Agreement.

3.7 As of the date hereof, there are no pending or, to the knowledge of the Company, threatened, suits, claims, actions, or proceedings, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, there is no unsatisfied judgment or any open injunction binding upon the Company, which would, individually or in aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.8The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Company of this Subscription Agreement (including, without limitation, the issuance of the Subscribed for Units), other than (i) filings with the Commission, (ii) filings required by applicable state securities laws, (iii) those required by the OTC Market Group, Inc. or another applicable stock exchange, and (iv) filings, the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

3.9 The Company is a “Reporting Issuer” (as defined in and set forth on Exhibit B) and is subject to, and in full compliance with, the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”) and its filings in Canada. The Company has made available to each Subscriber through the EDGAR system true and complete copies of the Company’s filings for the prior two full fiscal years plus any interim period to the date of the Closing (collectively, the “SEC Filings”), and all such SEC Filings are incorporated herein by reference. The SEC Filings, when they were filed with the SEC (or, if any amendment with respect to any such document was filed, when such amendment was filed), complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations thereunder and did not, as of such date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All reports and statements required to be filed by the Company under the Exchange Act have been filed, together with all exhibits required to be filed therewith. The Company and each of its direct and indirect subsidiaries, if any (collectively, the “Subsidiaries”), are engaged in all material respects only in the business described in the SEC Filings, and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company and the Subsidiaries.

3.10 No broker, finder or other financial consultant has acted on behalf of the Company in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability to the Subscriber.

3.11 The Company is not, and immediately after receipt of payment for the Subscribed for Units will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

3.12 The Series U-OS Warrants included as part of the Units represent a binding obligation of the Company as further described therein. The Unit Shares and Warrant Shares, upon issuance in accordance with the terms of this Subscription Agreement and the terms of the respective Series U-OS Warrants: (i) will be duly and validly authorized, validly issued and non-assessable; (ii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and (iii) will not subject the holders thereof to personal liability by reason of being such holders.

3.13 The offer pursuant to this Subscription Agreement is being made to Subscriber entirely outside the United States. Neither the Company nor anyone acting on its behalf has engaged in directed selling efforts to solicit U.S. investors.

4. Closing(s); SubscriptionProcedures.

4.1Multiple Closings**.** Subject to the terms and conditions of this Subscription Agreement the Company anticipates effecting multiple closings (each a “Closing”) of the purchase and sale of the Subscribed for Units remotely via the exchange of documents and signatures following receipt of Subscriptions until the earlier to occur of May 30, 2025, or the termination of the Offering as set forth in Section 4.

4.2Subscription Procedures. To complete a Subscription for the Subscribed for Units, the Purchaser must fully comply with the subscription procedure provided in Subsections 3.2.1 of this Section 3.2 (collectively, the “Subscriber Closing Deliverables”) prior to the applicable Closing. On delivery of the Subscriber Closing Deliverables, the Subscriber will become bound by its terms. Unless otherwise required by applicable laws, the Subscriber may not withdraw or revoke her/his executed Subscription Agreement in whole or in part without the consent of the Company. The Company may accept the Subscription at any time on or before the Termination Date. This Subscription Agreement is not binding on the Company until the date (the “Effective Date”) it is accepted as evidenced by the signature of an officer of the Company. The Company, in its sole discretion, has the right to accept or reject this Subscription in whole or in part and accept Subscriptions other than in the order received. In the event of rejection of this Subscription, or in the event that, for any reason, none of the Units are sold (in which case this Subscription Agreement will be deemed to be rejected), the Company will thereafter promptly return or cause to be returned to the Subscriber by mail, a check in the amount paid by the Subscriber in this Offering, without interest thereon or deduction therefrom for expenses or otherwise, and this Subscription Agreement shall thereafter have no further force or effect. If this Subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription Agreement will continue in full force and effect to the extent this Subscription was accepted.

4.2.1Subject to the terms and conditions of this Subscription Agreement, prior to Closing the Subscriber shall deliver to the Company:

4.2.1.1 a fully executed and completed copy of this Subscription Agreement (including all of the information requested of the Subscriber on the Subscriber Signature Page;

4.2.1.2 a fully executed and completed copy of the Registration Rights Agreement (as defined in Section 6) and the Questionnaire annexed thereto;

4.2.1.3 if the Subscriber is a natural person, a copy of Subscribers passport or other government issued identification document reflecting Subscribers jurisdiction of residence as set forth on the Subscriber’s Signature Page;

4.2.1.4 if the Subscriber is not a natural person, a copy of the Subscriber’s organizational documentation and such other documents as the Company may request to substantiate Subscriber’s representation and warranties in Section 2.

4.2.1.5 the Aggregate Purchase Price in accordance with the wiring instructions set forth in Section 3.2.2.

4.2.2 Payment for the Subscribed for Units**.** Payment of the Aggregate Purchase Price for the Subscribed for Units shall be made by wire transfer of to the Company immediately available funds. The wire instructions are:

Bank Name:	BMO Harris Bank NA
Bank Routing No.:	071025661
SWIFT Code:	HATRUS44
Account No.:	4802600518
Bank Address:	P.O. BOX 94033, PALATINE, IL 60094−4033
Company Address:	9375 E Shea Blvd Suite 107B, Scottsdale, AZ 85260

4.3 CompanyClosing Deliverables. Subject to the terms and conditions of this Subscription Agreement, at the Closing the Company shall deliver to the Subscriber:

4.3.1 a countersigned copy of this Subscription Agreement;

4.3.2 a countersigned copy of the Registration Rights Agreement;

4.3.4 a copy of the instructions to the Company’s stock transfer agent to issue the Unit Shares to the Subscriber in book entry format; and

4.3.5 the Series U-OS Warrant, duly executed by the Company.

5. Termination.

The Offering shall terminate on the earlier to occur of May 30, 2025, or the date of the sale of the Maximum Units (the “Termination Date”). All of the representations and warranties contained in this Subscription Agreement shall survive the Closings. All of the covenants and agreements made by each party in this Subscription Agreement shall survive the Closings until the applicable statute of limitations or in accordance with their respective terms, if a shorter period. However, the Company may extend the term of this Offering subject to the consent of its Board of Directors.

7.             Rule 144.

7.1From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell securities of the Company to the public without registration are available to holders of the Company’s shares of Common Stock and for so long as Subscriber holds the Subscribed for Units, the Company agrees to:

7.1.1 make and keep public information available, as those terms are understood and defined in Rule 144; and

7.1.2 file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144.

7.2If the Subscribed for Units are eligible to be sold without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144 under the Securities Act, then at Subscriber’s request and upon delivery of an opinion of the Company’s counsel, in form reasonably satisfactory to the transfer agent of the Company, the Company will cause its transfer agent to remove the applicable restrictive legend.

8.             General.

8.1 Further Assurances**.** At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Agreement.

8.1.1 Subscriber acknowledges that the Company will rely on the acknowledgments, understandings, agreements, representations and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, representations and warranties made by the Company contained in this Subscription Agreement.

8.1.2 Each of the Company and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

8.1.3 The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed for Units, and Subscriber shall provide such information as may be reasonably requested, to the extent within Subscriber’s possession and control or otherwise readily available to Subscriber, provided that the Company agrees to keep confidential any such information provided by Subscriber.

8.1.4 Each of Subscriber and the Company shall pay all of its own respective expenses in connection with this Subscription Agreement and the transactions contemplated herein.

8.1.5Each of Subscriber and the Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described herein.

8.2Notices**.**Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email during business hours or the next Business Day if sent outside of business hours, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to Subscriber, to such address or addresses set forth on the Subscriber Signature Page hereto;

(ii) if to the Company, to:

SolarWindow Technologies, Inc.

9375 E. Shea Blvd, Suite 107-B

Scottsdale, AZ 85260

Attention: Amit Singh

Email: amit@solarwindow.com

with a required copy (which copy shall not constitute notice) to:

Sierchio Law, LLP

430 Park Avenue

Suite 702

New York, New York 10022

Attention: Joseph Sierchio

Email: joseph@sierchiolaw.com

Phone: (212) 246-3030

Mobile: (212) 300-6356

8.3 Entire Agreement**.** This Subscription Agreement, together with the Registration Rights Agreement, the Series U-OS Warrants, and all Exhibits and schedules hereto and thereto constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

8.4 Modifications and Amendments**.** This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought.

8..5 Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s rights to purchase the Subscribed for Units) may be transferred or assigned without the prior written consent of the Company; provided that Subscriber’s rights and obligations hereunder may be assigned to any fund or account managed by the same investment manager as Subscriber, without the prior consent of the Company, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment; provided further that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment manager as Subscriber.

8.6 Benefit**.**Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns.

8.7 Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of York, without giving effect to the principles of conflicts of law thereof.

8. 8Consent to Jurisdiction; Waiver of Jury Trial.

8.8.1 The Company and each Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this Subscription Agreement shall be adjudicated before a court located in the City of New York, Borough of Manhattan, and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York located in the City of New York, Borough of Manhattan with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Subscription Agreement or any acts or omissions relating to the sale of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.

8.8.2 WAIVEROF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLYAND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVESFOREVER TRIAL BY JURY.

8.9Severability**.**If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

8.10No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

8.11 Remedies**.**

**8.11.1.**The parties agree that irreparable damage would occur if this Subscription Agreement were not performed, or the Closing is not consummated in accordance with its specific terms or is otherwise breached and that monetary damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section 7.8, this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the right of the parties hereto to cause the other parties hereto to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties hereto further agree (i) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (ii) not to assert that a remedy of specific enforcement pursuant to Section 7.11 is unenforceable, invalid, contrary to applicable law or inequitable for any reason and (iii) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

8.11.2 The parties acknowledge and agree that Section 7.11 is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.

8.12 Mutual Drafting**.** This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

8.13 Additional Financings and Offerings. Subscriber recognizes that the Company may seek to raise additional financing and working capital through a variety of sources in the future, or concurrently with the Offering, and that although the Company may undertake one or more public or private offerings of its debt or equity securities, there can be no assurance that any such offering will be made or, if made, that it will be successful. Moreover, Subscriber understands and agrees that the Company reserves the right to make future and concurrent offers, either public or private, of securities, including, but not limited to, promissory notes, shares of common stock, preferred stock or warrants, on terms that may be more than or less favorable than the Securities. Subscriber further confirms that Subscriber has no right to purchase any securities in any future or concurrent offerings. The Company, its affiliates and/or authorized consultants reserve the right at any time to negotiate individually with one or more prospective investors or other persons and to enter into one or more definitive agreements and/or side letters, with one or more of such persons regarding an investment in the Company, on the terms set forth in this subscription or on other terms and conditions, which may be more favorable then the terms set forth herein, or include additional securities of the Company, without prior notice to Subscriber.

8.14 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Subscriber or its agents or counsel with any information that the Company believes constitutes or could constitute material non-public information, and each Subscriber agrees, and shall direct its agents and counsel not to, request any material non-public information from the Company or any Person acting on its behalf, unless prior thereto such Subscriber shall have executed a written agreement with the Company regarding the willingness to accept receipt of such material non-public information and acknowledges the confidentiality and use of such information and the Company’s covenant to file a further SEC filing or report and the period in which such information shall remain confidential or be required to not be disclosed. Subscriber is aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities of the Company by any person who has received or has access to material, non-public information (“NPI”) relating to the Company and on the communication of such NPI to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information, and in the event that Subscriber has or subsequently receives such NPI or access thereto, Subscriber shall comply with such applicable securities.

8.15 Several, Not Joint Obligations. The obligations of each Subscriber under any Transaction Document are several and not joint with the obligations of any other Subscriber, and no Subscriber shall be responsible in any way for the performance or non-performance of the obligations of any other Subscriber under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any of the Subscribers pursuant hereto or thereto, shall be deemed to constitute Subscribers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscribers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Subscriber shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Subscription Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Subscriber to be joined as an additional party in any proceeding for such purpose. The Company has elected to provide all Subscribers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Subscribers. It is expressly understood and agreed that each provision contained in this Subscription Agreement and in each other Transaction Document is between the Company and a Subscriber, solely, and not between the Company and Subscribers collectively and not between and among Subscribers.

8.16 Disclosure. Notwithstanding anything in this Subscription Agreement to the contrary, the Company shall not publicly disclose the name of Subscriber or any of its affiliates, or include the name of Subscriber or any of its affiliates in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent of Subscriber, except (i) as required by the federal securities law in connection with the Registration Statement, (ii) in a press release to the extent any such disclosure is substantially equivalent to the information that has previously been made public without breach of the obligation under this Section and (iii) to the extent such disclosure is required by law, at the request of the Staff of the Commission or regulatory agency or under the regulations of OTC Markets, LLC., in which case the Company shall provide Subscriber with prior written notice of such disclosure, and shall reasonably consult with the Subscriber regarding such disclosure.

8.17 Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

8.18 Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Subscription Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Subscription Agreement as if set forth in full herein. All references in this Subscription Agreement to numbers of shares, per share amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof. The headings of the sections of this Subscription Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Subscription Agreement. All references to “dollars” or “$” are to United States of America dollars.

9. Important Noticesto Subscribers.

Article 2

Terms, Provisions And ConditionsApplicable To Canadian Subscribers**.**

10. Terms, Provisionsand Conditions Applicable Only to Residents of British Columbia, Canada.

10.1 Subscriber is resident, or if not, an individual has its head office, in British Columbia, Canada.

10.2 Subscriber has completed, executed and delivered to the Company the Family, Friends and Business Associates Certificate attached hereto as Exhibit D, and Subscriber hereby confirms the truth and accuracy of all statements made therein and that such statements will be true and accurate as of the Closing of the subscription hereunder.

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

10.4 Subscriber acknowledges that there are restrictions on the Subscriber's ability to resell the Securities, and it is the responsibility of Subscriber to find out what those restrictions are and to comply with them before selling the Securities.

10.5 The Subscriber consents to the Company’s collection of personal information from the Subscriber for the purposes of completing the Offering, including, without limitation, determining the Subscriber’s eligibility to purchase the Purchased Units under applicable securities laws and completing filings required by any securities regulatory authority having jurisdiction. The information provided by the Subscriber in connection with this Subscription Agreement identifying among other things, the name, address, telephone number and email address of the Subscriber, the number and type of Securities being purchased hereunder, the purchase price for the Purchased Units, the Closing date and the prospectus exemption under British Columbia securities laws that is being relied upon in connection with the purchase and sale of the Purchased Units will be disclosed to Canadian securities regulatory authorities, and such information is being indirectly collected pursuant to the authority granted under Canadian securities legislation for the purposes of the administration and enforcement of Canadian securities legislation. Subscriber hereby authorizes the indirect collection of such information by the Canadian securities regulatory authorities. In the event the Subscriber has any questions with respect to the indirect collection of such information, the Subscriber should contact the British Columbia Securities Commission as follows:

P.O. Box 10142, Pacific Centre
701 West Georgia Street
Vancouver, British Columbia V7Y 1L2
Inquiries: (604) 899-6854
Toll free in Canada: 1-800-373-6393
Fax: (604) 899-6581
Email: FOI-privacy@bcsc.bc.ca
Public official contact: FOI Inquiries

[SIGNATURE PAGE FOLLOWS]

[BALANCE OF THIS PAGE IS INTENTIONALLY BLANK]

[SolarWindowTechnologies, Inc. Signature Page]

In Witness Whereof, the Company has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the Effective Date set forth below.

SolarWindow Technologies, Inc.

By: _______________________________________________

Name: Amit Singh

Title: President and Chief Executive Officer

Effective Date: ___________________, 2025_____

[Subscriber Signature Pages Follows]

SolarWindow Technologies, Inc.

[Signature Page For SubscribersWho Are Natural Persons]

IN WITNESS WHEREOF, the Subscriber has duly completed and executed this Subscription Agreement and elects to purchase the number of Units and for the Aggregate Purchase Price set forth below.

Number of Units to be Purchased:	2,016,129
*Aggregate Purchase Price :**	$625,000

*The Aggregate Purchase Price is payable in full by wire transfer asprovided in Section 3 of the Subscription Agreement.

Date: May 21, 2025

Subscriber: Jason Gurpaul Singh Bains
Signature ___________________________
Name:
Subscriber TIN:
Subscriber Address (Country of Residence and Contact Information for<br> Notice):
Email:
Phone:
Facsimile: ____________________________

SolarWindow Technologies, Inc.

[Signature Page For All OtherSubscribers]

IN WITNESS WHEREOF, the Subscriber has duly completed and executed this Subscription Agreement and elects to purchase the number of Units and for the Aggregate Purchase Price set forth below.

Number of Units to be purchased:	______________________________________________
*Aggregate Purchase Price :**	$______________________________________________

*The Aggregate Purchase Price is payable in full by wire transfer asprovided in Section 3 of the Subscription Agreement.

Date: ________________________________, 2025

Name of Subscriber:	_______________________________________________________________
Authorized Signatory: ___________________________		Authorized Signatory: ___________________________
Print Name: ___________________________________		Print Name: ___________________________________
Title: ________________________________________		Title: ________________________________________
Subscriber Tax ID No.: __________________________________
Telephone No.: _________________________________
Facsimile No. if any:
Email Address: _________________________________
Country (Jurisdiction) Where Formed: ______________________________________
Subscriber’s Address for Notices:
Subscriber’s Registered Office:

Exhibit A****TO THE SOLARWINDOW AMENDED AND RESTATED

OFFSHORE SUBSCRIPTION AGREEMENT

FORM OF SERIES U-OS WARRANT

[FILED SEPARATELY]

EXHIBIT B

TO THE SOLARWINDOW AMENDED AND RESTATED

OFFSHORE SUBSCRIPTION AGREEMENT

Certain Regulation S Definitions Used in this Subscription Agreement

“Directed selling efforts” means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered in reliance on this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes). Such activity includes placing an advertisement in a publication “with a general circulation in the United States” that refers to the offering of securities being made in reliance upon this Regulation S.

The following are not “directed selling efforts”:

(i) Placing an advertisement required to be published under U.S. or foreign law, or under rules or regulations of a U.S. or foreign regulatory or self-regulatory authority, provided the advertisement contains no more information than legally required and includes a statement to the effect that the securities have not been registered under the Act and may not be offered or sold in the United States (or to a U.S. person, if the advertisement relates to an offering under Category 2 or 3 (paragraph (b)(2) or (b)(3)) in § 230.903) absent registration or an applicable exemption from the registration requirements;

(ii) Contact with persons excluded from the definition of “U.S. person” pursuant to paragraph (k)(2)(vi) of this section or persons holding accounts excluded from the definition of “U.S. person” pursuant to paragraph (k)(2)(i) of this section, solely in their capacities as holders of such accounts;

(iii) A tombstone advertisement in any publication with a general circulation in the United States, provided:

(A) The publication has less than 20% of its circulation, calculated by aggregating the circulation of its U.S. and comparable non-U.S. editions, in the United States;

(B) Such advertisement contains a legend to the effect that the securities have not been registered under the Act and may not be offered or sold in the United States (or to a U.S. person, if the advertisement relates to an offering under Category 2 or 3 (paragraph (b)(2) or (b)(3)) in § 230.903) absent registration or an applicable exemption from the registration requirements; and

(1) The issuer's name;

(2) The amount and title of the securities being sold;

(3) A brief indication of the issuer's general type of business;

(4) The price of the securities;

(5) The yield of the securities, if debt securities with a fixed (non-contingent) interest provision;

(6) The name and address of the person placing the advertisement, and whether such person is participating in the distribution;

(7) The names of the managing underwriters;

(8) The dates, if any, upon which the sales commenced and concluded;

(9) Whether the securities are offered or were offered by rights issued to security holders and, if so, the class of securities that are entitled or were entitled to subscribe, the subscription ratio, the record date, the dates (if any) upon which the rights were issued and expired, and the subscription price; and

(10) Any legend required by law or any foreign or U.S. regulatory or self-regulatory authority;

(iv) Bona fide visits to real estate, plants or other facilities located in the United States and tours thereof conducted for a prospective investor by an issuer, a distributor, any of their respective affiliates or a person acting on behalf of any of the foregoing;

(v) Distribution in the United States of a foreign broker-dealer's quotations by a third-party system that distributes such quotations primarily in foreign countries if:

(A) Securities transactions cannot be executed between foreign broker-dealers and persons in the United States through the system; and

(B) The issuer, distributors, their respective affiliates, persons acting on behalf of any of the foregoing, foreign broker-dealers and other participants in the system do not initiate contacts with U.S. persons or persons within the United States, beyond those contacts exempted under § 240.15a-6 of this chapter;

(vi) Publication by an issuer of a notice in accordance with § 230.135 or § 230.135c;

(vii) Providing any journalist with access to press conferences held outside of the United States, to meetings with the issuer or selling security holder representatives conducted outside the United States, or to written press-related materials released outside the United States, at or in which a present or proposed offering of securities is discussed, if the requirements of § 230.135e are satisfied; and

(viii) Publication or distribution of a research report by a broker or dealer in accordance with Rule 138(c) (§ 230.138(c)) or Rule 139(b) (§ 230.139(b)).

***

“Distribution compliance period” means a period that begins when the securities were first offered to persons other than distributors in reliance upon this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes) or the date of closing of the offering, whichever is later, and continues until the end of the period of time specified in the relevant provision of § 230.903, except that:

(1) All offers and sales by a distributor of an unsold allotment or subscription shall be deemed to be made during the distribution compliance period;

(2) In a continuous offering, the distribution compliance period shall commence upon completion of the distribution, as determined and certified by the managing underwriter or person performing similar functions;

(3) In a continuous offering of non-convertible debt securities offered and sold in identifiable tranches, the distribution compliance period for securities in a tranche shall commence upon completion of the distribution of such tranche, as determined and certified by the managing underwriter or person performing similar functions; and

(4) That in a continuous offering of securities to be acquired upon the exercise of warrants, the distribution compliance period shall commence upon completion of the distribution of the warrants, as determined and certified by the managing underwriter or person performing similar functions, if requirements of § 230.903(b)(5) are satisfied.

***

“Reporting issuer” means an issuer other than an investment company registered or required to register under the 1940 Act that:

(1) Has a class of securities registered pursuant to Section 12(b) or 12(g) of the Exchange Act (15 U.S.C. 78l(b) or 78l(g)) or is required to file reports pursuant to Section 15(d) of the Exchange Act (15 U.S.C. 78o(d)); and

(2) Has filed all the material required to be filed pursuant to Section 13(a) or 15(d) of the Exchange Act (15 U.S.C. 78m(a) or 78o(d)) for a period of at least twelve months immediately preceding the offer or sale of securities made in reliance upon this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes) (or for such shorter period that the issuer was required to file such material).

***

“U.S. person” means:

(i) Any natural person resident in the United States;

(ii) Any partnership or corporation organized or incorporated under the laws of the United States;

(iii) Any estate of which any executor or administrator is a U.S. person;

(iv) Any trust of which any trustee is a U.S. person;

(v) Any agency or branch of a foreign entity located in the United States;

(vi) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(vii) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(viii) Any partnership or corporation if:

(A) Organized or incorporated under the laws of any foreign jurisdiction; and

(B) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.

(2) The following are not “U.S. persons”:

(i) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(ii) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(A) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(B) The estate is governed by foreign law;

(iii) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(iv) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(v) Any agency or branch of a U.S. person located outside the United States if:

(A) The agency or branch operates for valid business reasons; and

(B) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(vi) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.

***

“United States” means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

EXHIBIT C

TO THE SOLARWINDOW AMENDED AND RESTATED

OFFSHORE SUBSCRIPTION AGREEMENT

REGISTRATION RIGHTS AGREEMENT

[FILED SEPARATELY]

EXHIBIT D

TO THE SOLARWINDOW AMENDED AND RESTATED

OFFSHORE SUBSCRIPTION AGREEMENT

FAMILY, FRIENDS AND BUSINESS ASSOCIATES CERTIFICATE

TO:	SOLARWINDOW TECHNOLOGIES, INC. (the “Company”)
	SolarWindow Technologies, Inc.
	9375 E. Shea Blvd, Suite 107-B
	Scottsdale, AZ 85260
	Attention: Amit Singh, President and Chief Executive Officer
	Email: amit@solarwindow.com
RE:	SUBSCRIPTION FOR UNITS OF THE COMPANY

The undersigned Subscriber/duly authorized representative of the Subscriber (or in the case of a trust, the trustee or an officer of the trustee of the trust) hereby certifies that:

1.	the Subscriber has read the Subscription Agreement to which this exhibit is attached<br>and understands that the offering of the Purchased Units is being made on a prospectus exempt basis;
2.	the Subscriber is purchasing the Purchased Units as principal for the Subscriber’s<br>own account;
---	---
3.	the Subscriber has a direct relationship with Harmel Rayat [please insert name],<br>who is a director, executive officer ^1^ or control person ^2^ of the Company or of an affiliate ^3^of the<br>Company and if applicable, has known such person for 20 Years (length of time); and
---	---
4.	represents that the Subscriber is one of the following (please underline relationshipand place check mark beside “Company” or “Affiliate of Company”, as applicable):
---	---
	(ü)
---	---
(a) a director, executive officer or control person of the Company or of an affiliate of the Company;
(b) a spouse, parent, grandparent, brother, sister, child or grandchild of a director, executive officer or control person of the Company or of an affiliate of the Company;
(c) a parent, grandparent, brother, sister, child or grandchild of the spouse of a director, executive officer or control person of the Company or of an affiliate of the Company;
(d) a close personal friend of a director, executive officer or control person of the Company or of an affiliate of the Company; ^(1)^
(e) a close business associate of a director, executive officer or control person of the Company, or of an affiliate of the Company;^(2^^)^
(f) a founder of the Company or a spouse, parent, grandparent, brother, sister, child, grandchild, close personal friend or close business associate of a founder of the Company; ^(2) (3)^
(g) a parent, grandparent, brother, sister, child or grandchild of a spouse of a founder of the Company; ^(3)^
(h) a person of which a majority of the voting securities are beneficially owned by, or a majority of the directors are, persons described in paragraphs (a) to (g), the applicable paragraph also being marked with a check mark; or
(i) a trust or estate of which all of the beneficiaries or a majority of the trustees or executors are persons or companies described in paragraphs (a) to (g).

-2-

(1)	For the purposes of NI 45-106 and this certificate, the term “close personal friend” is an individual who knows thedirector, executive officer, founder or control person well enough and has known them for a sufficient period of time to be in a positionto assess their capabilities and trustworthiness and to obtain information from them with respect to the investment. The term “closepersonal friend” can include a family member who is not already specifically identified in the exemption if the family member satisfiesthe criteria described above. An individual is not a “close personal friend” solely because the individual is: (a) a relative;(b) a member of the same club, organization, association or religious group; (c) a co-worked, colleague or associate at the same workplace;(d) a client, customer, former client or former customer; (e) a mere acquaintance; or (f) connected through some form of social media,such as but not limited to Facebook, X (formerly Twitter) or LinkedIn.
(2)	For the purposes of NI 45-106 and this certificate, the term “close business associate” is an individual who has hadsufficient prior business dealings with the director, executive officer, founder or control person of the Company to be in a positionto assess their capabilities and trustworthiness and to obtain information from them with respect to the investment. An individual isnot a “close business associate” solely because the individual is: (a) a member of the same club, organization, associationor religious group; (b) a co-worked, colleague or associate at the same workplace; (c) a client, customer, former client or former customer;(d) a mere acquaintance; or (e) connected through some form of social media, such as but not limited to Facebook, X (formerly Twitter)or LinkedIn.
---	---
(3)	For the purposes of NI 45-106 and this certificate, the term “founder” is an individual who, acting alone, in conjunction,or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizingthe business of the Company, and, at the time of the distribution or trade, is actively involved in the business of the Company.
---	---

The Subscriber represents and warrants that the statements made in this certificate are true at the time this certificate is signed and covenants that they will be true as of the time of Closing.

All capitalized terms used in this certificate and not defined herein have the meaning given to them in the Subscription Agreement to which this certificate is attached.

-3-

DATED: , 2025

_________________________________________

Signature of Subscriber/authorized signatory

EdgarFiling

Exhibit 10.3

FORM OF SERIES U WARRANT TO PURCHASE COMMON STOCK

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY ISEXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPONAN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAYNOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTIONFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATESECURITIES LAWS. THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR HEREIN.

THIS WARRANT IS BEING DELIVERED PURSUANT TO CERTAIN SUBSCRIPTION AGREEMENTSBETWEEN THE COMPANY AND THE INTIAL HOLDER

Warrant No. [•]	Original Issue and Exercise Date: [●], 2025
Warrant Shares: [●]	Date: [●], 2025

SolarWindow Technologies, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to$0.47 (the “Exercise Price”), in each case as adjusted from time to time as provided in Section 9, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after [■] (the “Original Issue and ExerciseDate”) until 5:00 p.m. (New York City time) on [■] (the “Termination Date”).

1. Additional Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled by or is under common control with such Person.

“Aggregate Exercise Price” means the Exercise Price multiplied by the number of Warrant Shares for which the Warrant is being exercised.

“Business Day” is any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or organization.

“Principal Trading Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading, which, as of the Original Issue Date, shall be the OTC Market Pink Current, or such trading market as the Company’s Common Stock is then trading.

“Trading Day” means any weekday on which the Principal Trading Market is normally open for trading.

“Transfer Agent” means Clear Trust LLC, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.

2. Issuanceof Securities; Registration of Warrants. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3. Transferability;Compliance with Securities Laws; Registration of Transfers.

(a) This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable United States and state securities laws by the transferor and transferee (including the delivery of investment representation letters and legal opinions reasonably satisfactory to the Company, if requested by the Company).

(b) Subject to compliance with Subsection 3 (a), the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes or fees (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and Holder for all purposes, and the Company shall not be affected by any notice to the contrary.

4. Exerciseof Warrants.

(a) Exercise of Warrant**.** Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Original Issue and Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy (or.pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”) in consideration of the full purchase price for the number of Warrant Shares for which the Warrant is being exercised. Payment for the Warrant Shares purchased shall be made by wire transfer of immediately available funds concurrently with the delivery of the Notice of Exercise in accordance with the wiring instructions provided by the Company.

(b) Surrender of Warrant. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation along with the delivery of the final Notice of Exercise to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (3) Trading Day of receipt of such notice.

(c) Notice of Possible Prior Exercise. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(d) Limitation on Exercise; Maximum Percentage.

(1) A Holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this Subsection4(d); however, no Holder of a Warrant shall be subject to this Subsection 4(d) unless he, she or it makes such election. If the election is made by a Holder, such Holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s Affiliates) to the Company’s actual knowledge, would beneficially own in excess of 9.9% (or such other amount as a Holder may specify) (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the Maximum Percentage is to be calculated, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such Holder and its Affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Holder and its Affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.

(2) Except as set forth in the preceding Subsection 4(d) (1), for purposes of this Subsection 4(d) ‘beneficial ownership’ shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”).

(3) For purposes of this Warrant, in determining the number of issued and outstanding shares of Common Stock, the Holder may rely on the number of issued and outstanding shares of Common Stock as reflected in (i ) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Securities and Exchange Commission as the case may be, (ii) a more recent public announcement by the Company or (iii) any other notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock issued and outstanding. For any reason at any time, upon the written request of the Holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the Holder and its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported.

(4) By written notice to the Company, the Holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such Holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

5. Deliveryof Warrant Shares. Upon exercise of this Warrant, and upon payment of the Aggregate Exercise Price in full unless the Holder requests in writing delivery of stock certificates representing the Exercised Shares, the Company shall promptly upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system maintained by or on behalf of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder). If (A) above is not true, the Company shall cause the Transfer Agent to either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall be deemed to have become the Holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be.

6. Charges,Taxes and Expenses. Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7. Replacementof Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and reasonable contractual indemnity, if requested by the Company. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8. Reservationof Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.

9. CertainAdjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a) Subdivisions, Combinations and Other Issuances. If the outstanding shares of the Common Stock are divided into a greater number of shares, by forward stock split or otherwise, or a dividend in stock is paid on the Common Stock, then the number of shares of Warrant Shares for which the Warrant is then exercisable will be proportionately increased and the Exercise Price will be proportionately reduced. Conversely, if the outstanding shares of Common Stock are combined into a smaller number of shares of Common Stock, by reverse stock split or otherwise, then the number of Warrant Shares for which the Warrant is then exercisable will be proportionately reduced and the Exercise Price will be proportionately increased. The increases and reductions provided for in this Section 9(a) will be made with the intent and, as nearly as practicable, the effect that neither the percentage of the total equity of the Company obtainable on exercise of the Warrants nor the price payable for such percentage upon such exercise will be affected by any event described in this Section 9(a).

(b) Merger, Consolidation, Reclassification, Reorganization, Etc. In case of any change in the Common Stock through merger, consolidation, reclassification, reorganization, partial or complete liquidation, purchase of all or substantially all the assets of the Company, or other change in the capital structure of the Company, then, as a condition of such change, lawful and adequate provision will be made so that the Holder will have the right thereafter to receive upon the exercise of the Warrant the kind and amount of shares of stock or other securities or property to which he would have been entitled if, immediately prior to such event, the Holder had held the number of Warrant Shares obtainable upon the exercise of the Warrant. In any such case, appropriate adjustment will be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holder, to the end that the provisions set forth herein will thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of the Warrant.

(c) Other Adjustments. If securities of the Company or securities of any subsidiary of the Company are distributed pro rata to Holders of Common Stock, such number of such securities will be distributed to the Holder or its assignee upon exercise of its rights hereunder as such Holder or assignee would have been entitled to if this Warrant had been exercised prior to the record date for such distribution.

(d) Calculations. All calculations under this Section 9 shall be made to the nearest one cent or the nearest share, as applicable.

(e) Director; Officer; and Employee Grants. Notwithstanding anything herein to the contrary, no adjustments shall be made hereunder with respect to any equity awards granted to the Company’s employees, consultants, officers and directors.

(f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent.

10. NoFractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such fractional shares.

11. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered by confirmed e-mail at the e-mail address specified by the Company prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via confirmed e-mail at the e-mail address specified by the Company on a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.

12. WarrantAgent. The Company shall initially serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

13. RegistrationRights. The Warrant Shares issuable hereunder are entitled to the benefits of the Registration Rights Agreement dated as of [■] between the Company, the Holder, and the other signatories thereto.

14. Miscellaneous.

(a) No Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a Holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

(b) Further Assurances. Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) use reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

(c) Successors and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a transaction contemplated by Section 9(b). This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(d) Amendment and Waiver. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.

(e) Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f) Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(h) Severability. If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Warrant shall remain binding upon the parties hereto.

(i) Action on a Non-Business Day. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken, or such right may be exercised on the next succeeding Business Day.

(j) Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Warrant “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Warrant as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and -of this Warrant unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Warrant as if set forth in full herein. The headings of the sections of this Warrant have been inserted for convenience of reference only and shall not be deemed a part of this Warrant. All references to “dollars” or “$” are to United States of America dollars.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

SolarWindow Technologies, Inc.

By:_______________________________

Name:

Title:

Exhibit A

FORM OF EXERCISE NOTICE

To be executed by the Holder to purchase shares of Common Stock under the Warrant]

NOTICE OF EXERCISE

SolarWindow Technologies, Inc.

9375 E. Shea Blvd, Suite 107-B

Scottsdale, AZ 85260

Attention: Amit Singh, President and Chief Executive Officer

Email: amit@solarwindow.com

The undersigned Holder hereby elects to exercise the Series U Warrant No. _______ (the “Warrant”) of SolarWindow Technologies, Inc., a Nevada corporation (the “Company”) as specified below. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Exercise. The undersigned hereby elects to purchase [________________] Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any, in the amount of:

US $ __________________________________________________________. The full purchase price is payable by wire transfer of immediately available funds in accordance with the wiring instructions provided by the Company.

2. Delivery of Warrant Shares. Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered (check one):

☐	to the following DWAC Account Number: _______________________________
☐	in book-entry form via a direct registration system
☐	by physical delivery of<br>a certificate to: ___________________________________________________________________________<br><br> <br>_________________________________________________________________________________________________________<br><br> <br>_________________________________________________________________________
☐	in restricted book-entry form in the Company’s share register

3. Representations. By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder, the Holder:

☐ if the original Holder, satisfies the Subscriber Eligibility Criteria set forth on Annex 1 (the “Eligibility Criteria”) to this Exhibit A; or

☐ if an U.S. assignee of the original Holder, satisfies the Eligibility Criteria as incorporated into the Assignment Agreement between the Holder, the Assignee, and the Company dated [■], 2025.

Dated:
Name of Holder:
By:
Name:
Title:
Email:
Phone:

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

Annex 1 to Exhibit A

This Annex 1 should be completed and signed by the Holder and constitutes a part of the Exercise Notice.

The undersigned represents and warrants to the Company that as of the date of the exercise of the Warrant, the undersigned:

1. AFFILIATE STATUS (Please check the applicable box)

☐ is:

☐ is not:

an “Affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an Affiliate of the Company.

2. THE UNDERSIGNED IS A PERSON EXPERIENCED IN INVESTING IN TRANSACTIONS OF THE TYPE CONTEMPLATED BY THIS WARRANT AND CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND SPECIFICALLY WITH REGARD TO THEUNDERSIGNED’S EXERCISE OF THIS WARRANT. (Please check the applicable boxes).

☐ The undersigned is (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and having total assets in excess of $6,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision exercise the Warrant, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) it having total assets in excess of $6,000,000 and the decision to exercise the Warrant is made solely by persons or entities that would qualify as “accredited investors” as defined in the rules promulgated under Section 4(a)2 of the Securities Act or (3) a self-directed plan and the decision exercise the Warrant is made solely by persons or entities that would qualify as accredited investors under the Rules promulgated under Section 4(a)2.

☐ The undersigned is a (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization described in section 501I(3) of the Internal Revenue Code, in each case that was not formed for the specific purpose of acquiring the Warrant Shares, and that has total assets in excess of $6,000,000;

☐ The undersigned is any trust, with total assets in excess of $6,000,000, not formed for the specific purpose of acquiring the Warrant Shares, whose purchase is directed by a sophisticated person as described in the rules promulgated under the Securities Act.

☐ The undersigned is an entity, other than an entity described above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $6,000,000;.

☐ The undersigned is a “family office,” as defined under the Investment Advisers Act that satisfies all of the following conditions: (i) with assets under management in excess of $6,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

☐ The undersigned is a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $2,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.

☐ The undersigned is a natural person who had an individual income in excess of $300,000 in each of the two most recent years or joint income with your spouse or spousal equivalent in excess of $400,000 in each of those years and have a reasonable expectation of reaching the same income level in the current year.

By signing below, the undersigned Holder hereby acknowledges that the representations set forth in this Representations of Eligibility Criteria are accurate and complete in all respects, and the undersigned assignee hereby undertakes to immediately notify the Company in writing regarding any material change in the information set forth herein. I understand that you will rely on the accuracy and completeness of these representations for the purpose of determining my suitability as a prospective investor under applicable securities laws, and 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 me for damages.

Dated: ____________________________

Holder: __________________________

By:_____________________________

Title:_____________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, both the Holder and the assignee mustexecute this form and supply such information as may be reasonably requested by the Company.)

1. FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Name:
	(Please Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Dated: _______________ __, ______

**2. Representation and Warranties.**The assignee hereby represents to the Company that:

(a) The Assignee is acquiring the Warrant for its own account and not with a view of further distribution.

(b) the representations, warranties and information set forth on Annex 1 hereto are true and correct.

Annex 1 is incorporated herein as if set out if full herein.

Dated: _______________________________________________________________________
Holder’s Signature: ____________________________________________________________
Holder’s Address: ______________________________________________________________
Holder’s Email: _______________________________________________________________
Assignee’s Signature: ___________________________________________________________

Annex 1 to Exhibit B

This Annex 1 should be completed and signed by the Assignee and constitutes a part of the Exercise Notice.

The undersigned Assignee represents and warrants to the Company that:

1. AFFILIATE STATUS (Please check the applicable box) The undersigned:

☐ is:

☐ is not:

an “Affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an Affiliate of the Company.

2. THE UNDERSIGNED ASSIGNEE IS A PERSON EXPERIENCED IN INVESTING IN TRANSACTIONS OF THE TYPE CONTEMPLATED BY THIS WARRANT AND CAPABLE OF EVALUATING INVESTMENT RISKS INDEPENDENTLY, BOTH IN GENERAL AND SPECIFICALLY WITH REGARD TO THE ACQUISITION OF THIS WARRANT. (Please check the applicable boxes).

☐ The undersigned Assignee is (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and having total assets in excess of $6,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision exercise the Warrant, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) it having total assets in excess of $6,000,000 and the decision to exercise the Warrant is made solely by persons or entities that would qualify as “accredited investors” as defined in the rules promulgated under Section 4(a)2 of the Securities Act or (3) a self-directed plan and the decision exercise the Warrant is made solely by persons or entities that would qualify as accredited investors under the Rules promulgated under Section 4(a)2.

☐ The undersigned Assignee is a (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization described in section 501I(3) of the Internal Revenue Code, in each case that was not formed for the specific purpose of acquiring the Warrant Shares, and that has total assets in excess of $6,000,000.

☐ The undersigned Assignee is any trust, with total assets in excess of $6,000,000, not formed for the specific purpose of acquiring the Warrant Shares, whose purchase is directed by a sophisticated person as described in the rules promulgated under the Securities Act.

☐ The undersigned Assignee is an entity, other than an entity described above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $6,000,000.

☐ The undersigned Assignee is a “family office,” as defined under the Investment Advisers Act that satisfies all of the following conditions: (i) with assets under management in excess of $6,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment.

☐ The undersigned Assignee is a natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $2,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability.

☐ The undersigned Assignee is a natural person who had an individual income in excess of $300,000 in each of the two most recent years or joint income with your spouse or spousal equivalent in excess of $400,000 in each of those years and have a reasonable expectation of reaching the same income level in the current year.

By signing below, the undersigned Assignee hereby acknowledges that the representations set forth in this Representations of Eligibility Criteria are accurate and complete in all respects, and the undersigned assignee hereby undertakes to immediately notify the Company in writing regarding any material change in the information set forth herein. The Assignee understands that the Company will rely on the accuracy and completeness of these representations for the purpose of determining my suitability as a prospective investor under applicable securities laws, and 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 me for damages.

Dated: ____________________________

Assignee: __________________________

By:_____________________________

Title:____________________________

EdgarFiling

Exhibit 10.4

FORM OF SERIES U-OS WARRANT

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY ISEXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPONAN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAYNOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTIONFROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATESECURITIES LAWS. NIETHER THIS WARRANT NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE MAY NOT BE SOLD WITHIN CANADA OR TO ORFOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL SUCH TIME AS THE COMPANY’S APPLICATION FOR REVOCATION OF THE CEASE TRADE ORDER ISSUEDBY THE BRITISH COLUMBIA SECURITIES COMMISSION IS APPROVED.

THIS WARRANT IS BEING DELIVERED PURSUANT TO CERTAIN SUBSCRIPTION AGREEMENTSBETWEEN THE COMPANY AND THE INTIAL HOLDERS AND IS ISSUED IN RELIANCE ON THE EXEMPTION AFFORDED BY REGULATION S AS PROMULGATED UNDER THESECURITIES ACT OF 1933, AS AMENDED.

Warrant No. [●]	Original Issue and Exercise Date: [●], 2025
Warrant Shares: [●]	Date: [●], 2025

SolarWindow Technologies, Inc., a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [•] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [•] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.47 (the “Exercise Price”), in each case as adjusted from time to time as provided in Section 9, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after [■] (the “Original Issue and Exercise Date”) until 5:00 p.m. (New York City time) on [■] (the “Termination Date”).

1. Additional Definitions. For purposes of this Warrant, the following terms shall have the following meanings:

“Aggregate Exercise Price” means the Exercise Price multiplied by the number of Warrant Shares for which the Warrant is being exercised.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Regulation S” means Regulation S as promulgated by the United Sates Securities Commission pursuant to the Securities Act.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Trading Day” means any weekday on which the Principal Trading Market is normally open for trading.

“Transfer Agent” means Clear Trust LLC, the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.

3. Registrationof Transfers. Subject to compliance with all applicable securities laws, the Company shall, or will cause its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.

4. Exercise of Warrants.

(a) Exercise of Warrant**.** Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Original Issue and Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile copy (or.pdf copy via e-mail attachment) of the Notice of Exercise in the form annexed hereto as Annex 1 the “Noticeof Exercise”) in consideration of the full purchase price for the number of Warrant Shares for which the Warrant is being exercised. Payment for the Warrant Shares purchased shall be made by wire transfer of immediately available funds concurrently with the delivery of the Notice of Exercise in accordance with the wiring instructions provided by the Company.

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(d) Restrictions on Exercise. Holder understands and acknowledges that the exercise of the Warrant is subject to the following conditions pursuant to Regulation S:

(i) The Warrant must bear a legend stating that the Warrant and the Warrant Shares to be issued upon its exercise have not been registered under the Securities Act and that the Warrant may not be exercised by or on behalf of any U.S. person (as defined in Regulation S) unless registered under the Act or an exemption from such registration is available.

(ii) Each person exercising the Warrant is required to give:

(A) Written certification that it is not a U.S. person, and the Warrant is not being exercised on behalf of a U.S. person; or

(B) A written opinion of counsel to the effect that the Warrant and the securities delivered upon exercise thereof have been registered under the Act or are exempt from registration thereunder; and

(iii) The Company is required to implement procedures to ensure that the Warrant may not be exercised within the United States, and that the Warrant Shares may not be delivered within the United States upon exercise, other than in offerings deemed to meet the definition of “offshore transaction” pursuant to Regulation S Rule 902(h), unless registered under the Securities Act or an exemption from such registration is available.

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5. Deliveryof Warrant Shares. Upon exercise of this Warrant, and upon payment of the Aggregate Exercise Price in full unless the Holder requests in writing delivery of stock certificates representing the Exercised Shares, the Company shall promptly upon the request of the Holder, cause the Transfer Agent to credit such aggregate number of shares of Common Stock specified by the Holder in the Exercise Notice and to which the Holder is entitled pursuant to such exercise (the “Exercise Shares”) to (i) the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian system or (ii) in book-entry form via a direct registration system maintained by or on behalf of the Transfer Agent, in each case, so long as either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or the resale of such Warrant Shares by the Holder). If (A) above is not true, the Company shall cause the Transfer Agent to either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates reflecting the Exercise Shares with an appropriate legend regarding restriction on transferability, which shall be issued and dispatched by overnight courier to the address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue such Exercise Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s share register. The Holder, or any Person so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account, the date of the book entry positions or the date of delivery of the certificates evidencing such Exercise Shares, as the case may be.

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9. CertainAdjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(c) Other Adjustments. If securities of the Company or securities of any subsidiary of the Company are distributed pro rata to holders of Common Stock, such number of such securities will be distributed to the Holder or its assignee upon exercise of its rights hereunder as such Holder or assignee would have been entitled to if this Warrant had been exercised prior to the record date for such distribution.

(d) Calculations. All calculations under this Section 9 shall be made to the nearest one cent or the nearest share, as applicable.

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13. RegistrationRights. The Warrant Shares issuable hereunder are entitled to the benefits of the Registration Rights Agreement dated as of May , 2025 between the Company, the Holder, and the other signatories thereto.

14. Miscellaneous.

(a) No Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

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(c) Successors and Assigns. Subject to compliance with applicable securities laws, including, without limitation, Regulation S, this Warrant may be assigned by the Holder by delivery of the notice of assignment in the form attached hereto as Annex 2 (“Notice of Assignment”), or as otherwise may be requested by the Company to ensure compliance with applicable laws. This Warrant may not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a transaction contemplated by Section 9(b). This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(e) Acceptance. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

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(g) Headings. The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

SolarWindow Technologies, Inc.

By:_______________________________

Name:

Title:

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ANNEX 1

TO THE SERIES U-OS WARRANT

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase shares of Common Stock under the Warrant]

NOTICE OF EXERCISE

TO:	SolarWindow Technologies, Inc.
	9375 E. Shea Blvd, Suite 107-B
	Scottsdale, AZ 85260
	Attention: Amit Singh
	Email: amit@solarwindow.com

The undersigned holder hereby elects to exercise the Series U Warrant No. _______ (the “Warrant”) of SolarWindow Technologies Inc., a Nevada corporation (the “Company”) as specified below. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

2. Delivery of Warrant Shares. Pursuant to this Exercise Notice, the Company shall deliver to the Holder the Warrant Shares as to which the Warrant is exercised determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered (check one):

☐	to<br>the following DWAC Account Number: _______________________________
☐	in<br>book-entry form via a direct registration system
☐	by<br>physical delivery of a certificate to:

☐ in restricted book-entry form in the Company’s share register

3. Representations. By its delivery of this Exercise Notice, the undersigned hereby represents, warrants and acknowledges to the Company that:

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(ii) That the Holder is not a U.S. person and the Warrant is not being exercised on behalf of a U.S. person; or has provided a written opinion of counsel to the effect that the Warrant and the securities delivered upon exercise thereof have been registered under the Act or are exempt from registration thereunder; and

(iii) that the Company is required to implement procedures to ensure that the Warrant may not be exercised within the United States, and that the Warrant Shares may not be delivered within the United States upon exercise, other than in offerings deemed to meet the definition of “offshore transaction” pursuant to Regulation S Rule 902(h), unless registered under the Securities Act or an exemption from such registration is available.

Dated:
Name of Holder:
By:
---
Name:
Title:
Email:
Phone:
Dated:
---
Name of Holder:
By:
---
Name:
Title:
Email:
Phone:

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant

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ANNEX 2

TO THE SERIES U-OS WARRANT

NOTICE OF ASSIGNMENT

(To assign the foregoing Warrant, both the Holder and the assignee mustexecute this form and supply such information as may be reasonably requested by the Company.)

TO:	SOLARWINDOW TECHNOLOGIES, INC.
	9375 E. Shea Blvd, Suite 107-B
	Scottsdale, AZ 85260
	Attention: Amit Singh
	Email: amit@solarwindow.com

1. FOR VALUE RECEIVED, Assignment. The undersigned registered Holder of the Warrant (“Assignor”) assigns and transfers to the assignee named below (“Assignee”) all of the rights of Assignor under the Warrant and related registration rights under the Registration Rights Agreement identified in Section 13 of the Warrant, with respect to _____________________________________ Warrant Shares issuable under the Warrant:

Name:
Address:
Phone Number:
Email Address:
Dated:

1. Definitions. All capitalized terms in this Notice of Assignment, not otherwise defined, shall have the meaning ascribed thereto in the Warrant.

2. **Representation and Warranties.**In order to induce the Company to effectuate the Assignment, the Holder and the Assignee hereby represent, warrant and acknowledge to the Company that:

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2.1 Neither the Assignee nor the Assignor is a U.S. Person as defined in Regulation S. The Assignee is domiciled in, and maintains its residence in, the jurisdiction(s) noted in Section 1.

2.2 Both the Assignee and the Assignor were not in the United States (as defined in Regulation S) at the time they executed this Notice of Assignment.

2.3 Neither the Assignee nor the Assignor, nor any person acting on their behalf, have engaged in any “direct selling efforts” regarding the Warrant or the Warrant Shares in the United States.

2.4 The Assignee [ ] is [ ] is not an affiliate of the Assignor^[1]^. If an affiliate, the relationship between the Assignor and the Assignee is that of ______________ _______________________________.^[2]^

2.5 The Assignee understands and is aware that an investment in the Warrant Shares is subject to numerous significant risks as referenced in the Subscription Agreement and represents that the Assignee is able to bear the economic risks associated with an investment in Warrant Shares.

2.6 Assignee acknowledges and agrees that the Warrant Shares underlying the Series U-OS Warrants are subject to a continuous distribution compliance period as long as the warrants remain outstanding and that the Series U-OS Warrants (i) must bear a legend stating that the Series U-OS Warrants and underlying Warrant Shares have not been registered under the Securities Act and that the Series U-OS Warrants may not be exercised by or on behalf of any U.S. person unless registered or pursuant to an exemption; (ii) each person exercising a Series U-OS Warrants must provide a written certification that they are not a U.S. person and that the warrant is not being exercised in the United States or on behalf of a U.S. person or otherwise provide a legal opinion letter acceptable to the Company that the Series U-OS Warrants and the underlying Warrant Shares have been registered pursuant to the Securities Act, or are exempt from registration; and (iii) that the Company shall establish procedures are implemented to ensure that the Series U-OS Warrants may not be exercised within the U.S. and that the underlying Warrant Shares may not be delivered within the U.S., unless registered pursuant to the Securities Act or exempt from registration.

2.7 The Assignee and the Assignor have complied with all local laws and regulations applicable to the Assignment.

2.8 Each of the Assignee and the Assignor agree to provide such other information as the Company may require in order to ensure compliance with applicable securities laws.

3. Return of Warrant. The Assignor hereby agrees to return the Warrant to the Company and that upon receipt thereof, the Company shall issue new Warrants (bearing the same issue date as the original Warrant) to the Assignee, or to both the Assignee and the Assignor, as the case may be, based on the number of Warrant Shares subject to the Assignment.

4. Reliance By the Company. By signing below, the undersigned Holder and assignee hereby acknowledge that the representations set forth in this and Representations of Eligibility Criteria are accurate and complete in all respects, and the undersigned assignee hereby undertakes to immediately notify the Company in writing regarding any material change in the information set forth herein. Each of the Assignor and Assignee understands that the Company will rely on the accuracy and completeness of these representations for the purpose of determining whether the assignment is compliant with applicable securities laws, and that a false representation may constitute a violation of law and that, in addition to any potential regulatory liabilities, any person who suffers damage as a result of a false representation may have a claim against the Assignor and the Assignee for damages.

^1^ Please check applicable box.

^2^ Please describe the affiliation.

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The Assignor and the Assignee have signed this Notice of Assignment on the date(s) set forth below:

HOLDER	ASSIGNEE
Name:__________________________________	Name: __________________________________
Dated: __________________________________	Dated: __________________________________
By:____________________________________	By: ____________________________________
Print: Name_____________________________	Print: Name_____________________________
Title: ___________________________________	Title: ___________________________________
By:____________________________________	By: ____________________________________
Print: Name_____________________________	Print: Name_____________________________
Title: ___________________________________	Title: ___________________________________
Address:	Address:

EdgarFiling

Exhibit 10.5

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2025, is entered into by and among SolarWindow Technologies, Inc. a Nevada corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth, as applicable, in the Subscription Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Subscription Agreements”).

WHEREAS:

A. The Company conducted concurrent offerings in the United States pursuant to Section 4(a)2 and in offshore jurisdictions pursuant to Regulation S, of up to an aggregate of 12,903,226 units (“Units”) of its securities at a purchase price of $0.31 per Unit (the “Offering”). Each Unit consisted of (i) one (1) share (the “Initial Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), and (ii) one (1) Series U Warrant (the “Warrant”) to purchase one additional share of Common Stock (the “Warrant Shares”) at an exercise price of $0.47 per share for a period of three (3) years from the date of issuance of the Warrant. The Initial Shares and the Warrant Shares are collectively referred to herein as the “Shares.”

B. Upon the terms and subject to the conditions of the Subscription Agreements between the Company and the Investors (collectively, the “Subscription Agreements”), the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of Units.

C. To induce the Investors to enter into and consummate the transactions contemplated by the Subscription Agreement, the Company has agreed to provide certain registration rights under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Investors hereby agree as follows:

1.	DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Person” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or any other entity or organization.

(b) “Register,” “Registered,” and “Registration” refer to a registration effected by preparing and filing one or more registration statements of the Company in compliance with the Securities Act and providing for offering securities on a continuous basis, and the declaration or ordering of effectiveness of such registration statement(s) by the U.S. Securities and Exchange Commission (the “SEC”).

(c) “Registrable Securities” means the Shares, the Warrant Shares any Common Stock issued or issuable with respect to the Shares as a result of any stock split or subdivision, stock dividend, recapitalization, exchange or similar event. Registrable Securities shall cease to be Registrable Securities upon the date on which the Investors shall have resold all the Registrable Securities covered by the Registration Statement.

(d) “Registration Expenses” means all registration and filing fee expenses incurred by the Company in effecting any registration pursuant to this Agreement, including (i) all registration, qualification, and filing fees, printing expenses, and any other fees and expenses associated with filings required to be made with the SEC, FINRA or any other regulatory authority, (ii) all fees and expenses in connection with compliance with or clearing the Registrable Securities for sale under any securities or “Blue Sky” laws, (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses, and (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants of the Company (including the expenses of any special audit and cold comfort letters required by or incident to such performance).

(e) “Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, that Registers Registrable Securities, including the related prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement as may be necessary to comply with applicable securities laws. “Registration Statement” shall also include a New Registration Statement, as amended when each became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a prospectus subsequently filed with the SEC.

(f) “Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale of Registrable Securities and all similar fees and commissions relating to the Investors’ disposition of the Registrable Securities.

2.	REGISTRATION.

(a) Mandatory Registration. The Company shall, as promptly as reasonably practicable and in any event no later than 90 days following the Closing Termination Date (the “Filing Deadline”), prepare and file with the SEC an initial Registration Statement (the “Initial Registration Statement”) covering the resale of all Registrable Securities. Before filing the Registration Statement, the Company shall furnish to the Investors a copy of the Registration Statement. The Investors shall have at least three Business Days prior to the anticipated filing date of a Registration Statement to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus, prior to its filing with the SEC. Subject to any SEC comments, such Registration Statement shall include the plan of distribution substantially in the form attached hereto as ExhibitA. The Company shall (a) use commercially reasonable efforts to address in each such document prior to being so filed with the SEC such comments as the Investor reasonably proposed by the Investor, and (b) not file any Registration Statement or related prospectus or any amendment or supplement thereto containing information regarding the Investor to which Investor reasonably objects, unless such information is required to comply with any applicable law or regulation and provided that the Company may remove such Investor from inclusion in the Registration Period if the failure to disclose the information delays compliance with the Filing Deadline or the Effectiveness Deadline. The Investors shall furnish all information reasonably requested by the Company and as shall be reasonably required in connection with any registration referred to in this Agreement.

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(b) Effectiveness.

(1) The Company shall use its reasonable best efforts to have the Initial Registration Statement and any amendment declared effective by the SEC at the earliest possible date but no later than the earlier of the 90th calendar day following the initial filing date of the Initial Registration Statement if the SEC notifies the Company that it will “review” the Initial Registration Statement and (b) the tenth (10^th^) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Initial Registration Statement will not be “reviewed” or will not be subject to further review (the “EffectivenessDeadline”). The Company shall notify the Investor by e-mail as promptly as practicable, and in any event, within 24 hours, after the Registration Statement is declared effective or is supplemented and shall provide the Investor with copies of any related prospectus to be used in connection with the sale or other disposition of the securities covered thereby.

(2) The Company shall use reasonable best efforts to keep the Initial Registration Statement continuously effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investors of all of the Registrable Securities covered thereby at all times until the earliest to occur of the following events: (i) the date on which the Investors shall have resold all the Registrable Securities covered thereby; (ii) the date on which the Registrable Securities may be resold by the Investors without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect (the “RegistrationPeriod”) or (iii) the 5^th^ year anniversary of the date such Registration was declared effective.

(3) The Initial Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(c) Sufficient Number of Shares Registered. In the event the number of shares available under the Initial Registration Statement at any time is insufficient to cover the Registrable Securities, the Company shall, to the extent necessary and permissible, amend the Initial Registration Statement or file a new registration statement (together with any prospectuses or prospectus supplements thereunder, a “New Registration Statement”), so as to cover all of such Registrable Securities as soon as reasonably practicable, but in any event not later than ten Business Days after the necessity therefor arises (the “New Registration FilingDeadline”). The Company shall use its reasonable best efforts to have such amendment and/or New Registration Statement become effective as soon as reasonably practicable following the filing thereof but no later than the earlier of the 75th calendar day following the initial filing date of the New Registration Statement if the SEC notifies the Company that it will “review” the New Registration Statement and (b) the tenth (10^th^) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the New Registration Statement will not be “reviewed” or will not be subject to further review (the earlier of such dates, the “New Registration Effectiveness Deadline”). The provisions of Section 2(a) and (b) shall apply to the New Registration Statement, except as modified hereby.

(d) Allowable Delays. On no more than two occasions and for not more than 30 consecutive days or for a total of not more than 60 days in any 12 month period, the Company may delay the effectiveness of the Initial Registration Statement or any other Registration Statement, or suspend the use of any prospectus included in any Registration Statement, in the event that the Company determines in good faith that such delay or suspension is necessary to (A) delay the disclosure of material non-public information concerning the Company, the disclosure of which at the time is not, in the good faith opinion of the Company, in the best interests of the Company or (B) amend or supplement the affected Registration Statement or the related prospectus so that such Registration Statement or prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the case of the prospectus in light of the circumstances under which they were made, not misleading (an “AllowedDelay”); provided, that the Company shall promptly (a) notify each Investor in writing of the commencement of an Allowed Delay, but shall not (without the prior written consent of an Investor) disclose to such Investor any material non-public information giving rise to an Allowed Delay, (b) advise the Investors in writing to cease all sales under the Registration Statement until the end of the Allowed Delay and (c) use commercially reasonable efforts to terminate an Allowed Delay as promptly as practicable.

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(e) Rule 415; Cutback. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in any Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, the Company shall be obligated to use reasonable best efforts to advocate with the SEC for the registration of all of the Registrable Securities) or requires any Investor to be named as an “underwriter,” the Company shall (i) promptly notify each holder of Registrable Securities thereof and (ii) make commercially reasonable efforts to persuade the SEC that the offering contemplated by such Registration Statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” In the event that, despite the Company’s reasonable best efforts and compliance with the terms of this Section 2(f), the SEC refuses to alter its position, the Company shall (i) remove from such Registration Statement such portion of the Registrable Securities (the “Cut BackShares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Company’s compliance with the requirements of Rule 415 (collectively, the “SECRestrictions”); provided, however, that the Company shall not name any Investor as an “underwriter” in such Registration Statement without the prior written consent of such Investor (provided that, in the event an Investor withholds such consent, the Company shall have no obligation hereunder to include any Registrable Securities of such Investor in any Registration Statement covering the resale thereof until such time as the SEC no longer requires such Investor to be named as an “underwriter” in such Registration Statement or such Investor otherwise consents in writing to being so named). Any cutback imposed on the Investors pursuant to Section 2(f) shall be allocated among the Investors on a pro rata basis and shall be applied first to any of the Registrable Securities of such Investor as such Investor shall designate, unless the SEC Restrictions otherwise require or provide, or the Investors otherwise agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration of such Cut Back Shares in accordance with any SEC Restrictions applicable to such Cut Back Shares (such date, the “Restriction Termination Date”). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions of this Section 2 (including the Company’s obligations with respect to the filing of a Registration Statement and its obligations to use reasonable efforts to have such Registration Statement declared effective within the time periods set forth herein and the liquidated damages provisions relating thereto) shall again be applicable to such Cut Back Shares; provided, however, that the date by which the Company is required to file the Registration Statement with respect to such Cut Back Shares shall be the tenth day following the Restriction Termination Date and the date by which the Company is required to have the Registration Statement effective with respect to such Cut Back Shares shall be the 75^th^ day immediately after the Restriction Termination Date.

3.	RELATED COMPANY OBLIGATIONS.

With respect to the Registration Statement and whenever any Registrable Securities are to be Registered pursuant to Section 2, including on the Initial Registration Statement or on any New Registration Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:

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(a) Notifications. The Company will promptly notify the Investors promptly of the time when any subsequent amendment to the Initial Registration Statement or any New Registration Statement, other than documents incorporated by reference, has been filed with the SEC and/or has become effective or where a receipt has been issued therefor or any subsequent supplement to a prospectus has been filed and of any request by the SEC for any amendment or supplement to the Registration Statement, any New Registration Statement or any prospectus or for additional information.

(b) Amendments. The Company will prepare and file with the SEC any amendments, post-effective amendments or supplements to the Initial Registration Statement, any New Registration Statement or any related prospectus, as applicable, that, (a) as may be necessary to keep such Registration Statement effective for the Effectiveness Period and to comply with the provisions of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the distribution of all of the Registrable Securities covered thereby, or (b) in the reasonable opinion of the Investors and the Company, as may be necessary or advisable in connection with any acquisition or sale of Registrable Securities by the Investors.

(c) Investor Review. The Company will not file any amendment or supplement to the Registration Statement, any New Registration Statement or any prospectus, other than documents incorporated by reference, relating to the Investors, the Registrable Securities or the transactions contemplated hereby unless (A) the Investors shall have been advised and afforded the opportunity to review and comment thereon at least three (3) Business Days prior to filing with the SEC and (B) the Company shall have given reasonable due consideration to any comments thereon received from the Investors, provided that, for the avoidance of doubt, in no event shall the Company be required to delay or postpone the filing of such New Registration Statement as a result of or in connection with Subscriber’s review

(d) Copies Available. The Company will furnish to any Investor whose Registrable Securities are included in any Registration Statement electronic copies of the Initial Registration Statement, any prospectus thereunder (including all documents incorporated by reference therein), any prospectus supplement thereunder, any New Registration Statement and all amendments to the Initial Registration Statement or any New Registration Statement that are filed with the SEC during the Registration Period (including all documents filed with or furnished to the SEC during such period that are deemed to be incorporated by reference therein), each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion thereof which contains information for which the Company has sought confidential treatment) and such other documents as Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by Investor that are covered by such Registration Statement, in each case as soon as reasonably practicable upon such Investor’s request and in such quantities as such Investor may from time to time reasonably request; provided, however, that the Company shall not be required to furnish any document to the Investor to the extent such document is available on EDGAR.

(e) Notification of Stop Orders; Material Changes.

(1) The Company shall use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and, (ii) if such order is issued, obtain the withdrawal of any such order as soon as practicable. The Company shall advise the Investors promptly (but in no event later than 24 hours) and shall confirm such advice in writing, in each case: (i) of the Company’s receipt of notice of any request by the SEC or any other federal or state governmental authority for amendment of or a supplement to the Registration Statement or any prospectus or for any additional information; (ii) of the Company’s receipt of notice of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of any prospectus or prospectus supplement, or any New Registration Statement, or of the Company’s receipt of any notification of the suspension of qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or contemplated initiation of any proceeding for such purpose; and (iii) of the Company becoming aware of the happening of any event, which makes any statement of a material fact made in any Registration Statement or any prospectus untrue or which requires the making of any additions to or changes to the statements then made in any Registration Statement or any prospectus in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, or of the necessity to amend any Registration Statement or any prospectus to comply with the Securities Act or any other law.

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(2) The Company shall not be required to disclose to the Investors the substance of specific reasons of any of the events set forth in clause (i) to (iii) of the immediately preceding sentence (each, a “Suspension Event”), but rather, shall only be required to disclose that the event has occurred. If at any time the SEC, or any other federal or state governmental authority shall issue any stop order suspending the effectiveness of any Registration Statement or prohibiting or suspending the use of any prospectus or prospectus supplement, the Company shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest practicable time. The Company shall furnish to the Investors, without charge, a copy of any correspondence from the SEC or the staff of the SEC, or any other federal or state governmental authority to the Company or its representatives relating to the Initial Registration Statement, any New Registration Statement or any prospectus, or prospectus supplement as the case may be. In the event of a Suspension Event set forth in clause (iii) of the first sentence of this Section 3(e), the Company will use its commercially reasonable efforts to publicly disclose such event as soon as reasonably practicable, or otherwise resolve the matter such that sales under Registration Statements may resume; provided, however, that if the Company has a bona fide business purpose for not making such information public, the Company may suspend the use of all Registration Statements for up to 60 consecutive calendar days; provided, further, that the Company may not suspend the use of all Registration Statements more than twice, or for more than 90 total calendar days, in each case during any twelve-month period.

(f) Confirmation of Effectiveness. If reasonably requested by an Investor at any time in respect of any Registration Statement, the Company shall deliver to such Investor a written confirmation from Company’s counsel of whether or not the effectiveness of such Registration Statement has lapsed at any time for any reason (including, without limitation, the issuance of a stop order) and whether or not such Registration Statement is currently effective and available to the Company for sale of Registrable Securities.

(g) Listing. The Company shall use its best efforts to cause all Registrable Securities covered by a Registration Statement to be listed or quoted on the principal market on which the Company’s securities are then listed or quoted.

(h) Compliance. The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC under the Securities Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the Securities Act, promptly inform the Investor in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investor is required to deliver a prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder, and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least 12 months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(h), “Availability Date” means the 45^th^ day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90^th^ day after the end of such fourth fiscal quarter).

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(i) Blue-Sky. The Company shall register or qualify or cooperate with the Investor in connection with the registration or qualification of such Registrable Securities for the offer and sale under the securities or blue sky laws of such jurisdictions reasonably requested by the Investor; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(i), (ii) subject itself to general taxation in any jurisdiction where it would not otherwise be so subject but for this Section 3(i), or (iii) file a general consent to service of process in any such jurisdiction.

(j) Rule 144. With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any other rule or regulation of the SEC that may at any time permit the Investors to sell shares of Common Stock to the public without registration, the Company covenants and agrees to: (i) make and keep adequate current public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as there are no longer Registrable Securities; and (ii) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; (iii) furnish electronically to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act, (B) a copy of or electronic access to the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration.

(k) Cooperation. The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely preparation and delivery of certificates or uncertificated shares representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders of the Registrable Securities may reasonably request to the extent permitted by such Registration Statement or Rule 144 to effect sales of Registrable Securities ; for the avoidance of doubt, the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System.

4.	OBLIGATIONS OF THE INVESTORS.

(a) Investor Information. Each Investor shall provide a completed Investor Questionnaire in the form attached hereto as Exhibit B in connection with the registration of the Registrable Securities. If the Company has not received such completed Questionnaire from an Investor within three business days of the Company’s request, the Company may file the Registration Statement without including such Investor’s Registrable Securities.

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(b) Suspension of Sales. Each Investor, severally and not jointly with any other Investor, agrees that, upon receipt of any notice from the Company of the existence of Suspension Event as set forth in Section 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor's receipt of a notice from the Company confirming the resolution of such Suspension Event and that such dispositions may again be made.

(c) Investor Cooperation. Each Investor, severally and not jointly with any other Investor, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any amendments and supplements to any Registration Statement or New Registration Statement hereunder, unless such Investor has notified the Company in writing of its election to exclude all of its Registrable Securities from such Registration Statement.

5.	EXPENSES OF REGISTRATION.

All Registration Expenses incurred in connection with registrations pursuant to this Agreement shall be borne by the Company. All Selling Expenses relating to securities registered on behalf of the Investors shall be borne by the Investors pro rata on the basis of the number of Registrable Securities so registered.

6.	INDEMNIFICATION.

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investors, each Person, if any, who controls the Investors, the members, the directors, officers, partners, employees, members, managers, agents, representatives and advisors of the Investors and each Person, if any, who controls the Investors within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against any losses, obligation, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs and costs of preparation), reasonable and documented attorneys’ fees, amounts paid in settlement or reasonable and documented expenses, (collectively, “Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency or body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement or omission or alleged omission of any material fact contained in any Registration Statement, any preliminary prospectus or final prospectus, or any amendment or supplement thereof, or (ii) any violation or alleged violation by the Company or any of its Subsidiaries of the Securities Act, Exchange Act or any other state securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered or any rule or regulation promulgated thereunder applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration of the Registrable Securities (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and are due and payable, for any reasonable out-of-pocket legal fees or other reasonable and documented expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (A) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by the Investors or such Indemnified Person specifically for use in such Registration Statement or prospectus and was reviewed and approved in writing by such Investor or such Indemnified Person expressly for use in connection with the preparation of any Registration Statement, any prospectus or any such amendment thereof or supplement thereto, if such in each case if the foregoing was timely made available by the Company; (B) with respect to any superseded prospectus, shall not inure to the benefit of any such Person from whom the Person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any other Indemnified Person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected in the revised prospectus, as then amended or supplemented, and the Indemnified Person was promptly advised in writing not to use the outdated, defective or incorrect prospectus prior to the use giving rise to a violation; (C) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section 8.

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(b) In connection with the Initial Registration Statement, any New Registration Statement or any prospectus, the Investors, severally and not jointly, agree to indemnify, hold harmless and defend, the Company, each of its directors, each of its officers who signed the Initial Registration Statement or signs any New Registration Statement, each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Party”), against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with information about an Investor furnished in writing by such Investor to the Company and reviewed and approved in writing by such Investor or such Indemnified Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement, any prospectus or any such amendment thereof or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in such Registration Statement giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by any Investor pursuant to Section 8.

(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be, and upon such notice, the indemnifying party shall not be liable to the Indemnified Person or the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Person or the Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Person or Indemnified Party (together with all other Indemnified Persons and Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise unless such judgment or settlement (i) imposes no liability or obligation on, (ii) includes as an unconditional term thereof the giving of a complete, explicit and unconditional release from the party bringing such indemnified claims of all liability of the Indemnified Party or Indemnified Person in respect to or arising out of such claim or litigation in favor of, and (iii) does not include any admission of fault, culpability, wrongdoing, or wrongdoing or malfeasance by or on behalf of, the Indemnified Party or Indemnified Person.. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

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(d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred. Any Person receiving a payment pursuant to this Section 6 which person is later determined to not be entitled to such payment shall return such payment (including reimbursement of expenses) to the person making it.

(e) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7.	CONTRIBUTION.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds (net of all expenses paid by such holder in connection with any claim relating to this Section 7 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by such seller from the sale of such Registrable Securities giving rise to such contribution obligation.

8.	ASSIGNMENT OF REGISTRATION RIGHTS.

(a) The Company shall not assign this Agreement or any rights or obligations hereunder (whether by operation of law or otherwise) without the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants); provided, however, that in any transaction, whether by merger, reorganization, restructuring, consolidation, financing or otherwise, whereby the Company is a party and in which the Registrable Securities are converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investor in connection with such transaction unless such securities are otherwise freely tradable by the Investor after giving effect to such transaction, and the prior written consent of the Investors holding a majority of the Registrable Securities then outstanding (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants) shall not be required for such transaction.

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(b) An Investor may transfer or assign its rights hereunder, in whole or from time to time in part, to one or more Persons in connection with the transfer of not fewer than 20 percent of the Registrable Securities (including Registrable Securities issuable upon exercise of Warrants) by such Investor to such Person, provided that such Investor complies with all laws applicable thereto, and the provisions of the Purchase Agreement, and provides written notice of assignment to the Company promptly after such assignment is effected, and such Person agrees in writing to be bound by all of the provisions contained herein.

The provisions of this Agreement shall be binding upon and inure to the benefit of the Investor and its successors and permitted assigns.

9.	AMENDMENTS AND WAIVERS.

The provisions of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented, or waived only by a written instrument executed by (i) the Company and (ii) the holders of a majority of the then outstanding Registrable Securities (determined as if all of the Warrants then outstanding have been exercised without regard to any limitations on the exercise of such Warrants), provided that any party may give a waiver as to itself and provided further that any amendment, modification, supplement or waiver that disproportionately and adversely affects the rights and obligations of any Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such adversely affected Investor or each Investor, as applicable. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of one or more Investors and that does not adversely directly or indirectly affect the rights of other Investors may be given by Investors holding all of the Registrable Securities to which such waiver or consent relates.

10.	MISCELLANEOUS.

(a) Notices. Any notices or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to be given (i) when delivered if personally delivered to the party for whom it is intended, (ii) when delivered, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (iii) three days after having been sent by certified or registered mail, return-receipt requested and postage prepaid, or (iv) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt:

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(1) If to the Company, addressed as follows:

SolarWindow Technologies, Inc.

9375 E. Shea Blvd, Suite 107-B

Scottsdale, AZ 85260

Attention: Amit Singh, President and Chief Executive Officer

Email: amit@solarwindow.com

with a copy (which shall not constitute notice):

Sierchio Law, LLP

430 Park Avenue

Suite 702

New York, New York 10022

Attention: Joseph Sierchio

Email: joseph@sierchiolaw.com

(2) If to any Investor, at its e-mail address or address set forth on its signature page to the Purchase Agreement or to such e-mail address, or address as subsequently modified by written notice given in accordance with this Section 10.

Any Person may change the address to which notices and communications to it are to be addressed by notification as provided for herein.

(b) Consent to Electronic Notice. Each Investor consents to the delivery of any stockholder notice pursuant to the Nevada Revised Statutes Chapter 78- Private Corporations (the “NRS”), as amended or superseded from time to time, by electronic mail at the e-mail address set forth below the Investor’s name on the signature page or Exhibit A, as updated from time to time by notice to the Company. To the extent that any notice given by means of electronic mail is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.

(c) Waiver. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision or condition or as a waiver of any other term, provision or condition of this Agreement.

(d) Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this warrant shall be governed by and construed and enforced in accordance with the laws of the state of New York without regard to the principles of conflicts of law thereof. Each of the company and the holder hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the transaction documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court. Each of the Company and the Holder hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such person at the address in effect for notices to it and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of the company and the holder hereby waives all rights to a trial by jury.

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(e) Headings. The titles, subtitles and headings in this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(f) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile or pdf signature including any electronic signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or pdf (or other electronic reproduction of a) signature.

(g) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(h) Contract Interpretation. This Agreement is the joint product of each Investor and the Company, and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

(i) No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties to this Agreement any rights, remedies, claims, benefits, obligations or liabilities under or by reason of this Agreement, and no Person that is not a party to this Agreement (including, without limitation, any partner, member, shareholder, director, officer, employee or other beneficial owner of any party to this Agreement, in its own capacity as such or in bringing a derivative action on behalf of a party to this Agreement) shall have any standing as a third party beneficiary with respect to this Agreement or the transactions contemplated hereby.

(j) Severability. If any part or provision of this Agreement is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction, the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Agreement shall remain binding upon the parties hereto.

(k) Non-Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Company covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, stockholder, general or limited partner or member of the Investors or of any affiliates or assignees thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, stockholder, general or limited partner or member of the Investors or of any affiliates or assignees thereof, as such for any obligation of the Investors under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(l) Specific Performance. In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Investor shall be entitled to specific performance of the agreements and obligations of the Company hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

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(m) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

[BALANCE OF THIS PAGE IS LEFT INTENTIONALLYBLANK]

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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:

SolarWindow Technologies, Inc.

By: _________________________________________________________

Name: Amit Singh

Title: President and Chief Executive Officer

Effective Date: ___________________, 2025_____

INVESTOR NAME:

By: _________________________________________________________

Name:

Title:

Email:

Address:

By: ________________________________________________________

Name: ______________________________________________________

Title: _______________________________________________________

Email:

Address:

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EXHIBIT A

TO THE REGISTRATION RIGHTS AGREEMENT

PLAN OF DISTRIBUTION

The selling stockholders, which, as used herein, includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

•	distributions to members, partners, stockholders or other equity holders of the selling stockholders;
•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
---	---
•	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block<br>as principal to facilitate the transaction;
---	---
•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
---	---
•	an exchange distribution in accordance with the rules of the applicable exchange;
---	---
•	privately negotiated transactions;
---	---
•	short sales and settlement of short sales entered into after the effective date of the registration statement of which this prospectus<br>is a part;
---	---
•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
---	---
•	broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
---	---
•	a combination of any such methods of sale; and
---	---
•	any other method permitted pursuant to applicable law.
---	---

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling stockholders for purposes of this prospectus.

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In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule, or another available exemption from the registration requirements under the Securities Act.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act (it being understood that the selling stockholders shall not be deemed to be underwriters solely as a result of their participation in this offering). Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

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We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We have agreed with the selling stockholders to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective until the earlier of: (i) the date on which the selling stockholders shall have resold or otherwise disposed of all the shares covered by this prospectus and (ii) the date on which the shares covered by this prospectus no longer constitute “Registrable Securities” as such term is defined in the Registration Rights Agreement, such that they may be resold by the selling stockholders without registration and without regard to any volume or manner-of-sale limitations and without current public information pursuant to Rule 144 under the Securities Act or any other rule of similar effect.

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EXHIBIT B

TO THE REGISTRATION RIGHTS AGREEMENT

Investor Questionnaire

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.	Name.
(a)	Full Legal Name of Investor
---	---
(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities<br>are held:
---	---
(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone<br>or with others has power to vote or dispose of the securities covered by this Questionnaire):
---	---
2.	Address for Notices to Investor:
---	---
Telephone:
---
E-Mail:
Contact Person:

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| --- | | 3. | Broker-Dealer Status: | | --- | --- | | (a) | Are you a broker-dealer? | | --- | --- |

Yes ☐      No ☐

(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for<br>investment banking services to the Company?

Yes ☐      No ☐

Note: If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

(c)	Are you an affiliate of a broker-dealer?

Yes ☐      No ☐

(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities<br>in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements<br>or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

Yes ☐      No ☐

Note: If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

4.	Beneficial Ownership of Securities of the Company Owned by the Investor.

Except as set forth below in this Item 4, the undersignedis not the beneficial or registered owner of any securities of the Company other than the securities issuable pursuant to the PurchaseAgreement.

(a)	Type and amount of other securities beneficially owned by the Investor:
	17,000 shares purchased open market through brokerage

| 5 |

| --- | | 5. | Relationships with the Company: | | --- | --- |

Except as set forth below, neither the undersigned nor anyof its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) duringthe past three years.

State any exceptions here:

6.       Number of Shares of Company’s Common Stock to be Registered:

Number of Shares of the Company’s Common Stock, $0.001 par value owned directly:

Number of Derivative Securities Owned that are convertible or exercisable for Shares of the Company’s Common Stock:

The undersigned agrees to promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective; provided that the undersigned shall not be required to notify the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Date:	Beneficial Owner:
	By:
		Name:
		Title:

PLEASE EMAIL A .PDF COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE TO:

SolarWindow Technologies, Inc.

9375 E. Shea Blvd, Suite 107-B

Scottsdale, AZ 85260

Attention: Amit Singh, President and Chief Executive Officer

Email: amit@solarwindow.com

EdgarFiling

EXHIBIT 99.1

SolarWindow Completes Capital Raise

SCOTTSDALE, Ariz., June 20, 2025 (GLOBE NEWSWIRE) -- SolarWindow Technologies, Inc. (Symbol: WNDW), developer of transparent electricity-generating coatings for glass and plastics, today announced the closing of a $3,900,000 capital raise through self-directed concurrent domestic and offshore offerings to a total of nine investors, five domestic and four international.

This capital raise consisted of an offer and sale of 12,580,646 units at a purchase price of $0.31 per unit. Each unit consisted of one share of the Company’s common stock, and a warrant to purchase an additional share of common stock at an exercise price of $0.47 per share for a period of three years commencing immediately from the original date of issuance of the warrant. No commissions were paid by or on behalf of SolarWindow to any person in connection with the capital raise.

In addition to the $3,900,000 raised at closing, SolarWindow could receive an additional $5,912,904 should all warrants be fully exercised, resulting in a total raise of $9,812,904.

The offer and sale of the units and underlying securities were made by SolarWindow in private offerings under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and/or Regulation S as promulgated under the Act. and none of the foregoing securities have been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold except pursuant to an effective registration statement under the Act (and compliance with applicable state and provincial securities laws) or pursuant to applicable exemption from the registration requirements of the Act and applicable state and provincial laws. The securities acquired by Canadian residents are subject to additional hold periods under applicable Canadian and provincial laws. SolarWindow has agreed to file a resale registration statement with the U.S. Securities and Exchange Commission for purposes of registering the resale of the common stock issued or issuable in connection with the capital raise.

This press release shall not and does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein nor shall there be any sale of these securities in any country, state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration, qualification under the securities laws of any such state or other jurisdiction or pursuant to any applicable exemption from such registration or qualification.

Additional details about the terms of the capital raise are included in the Company’s current report on Form 8-K located at www.sec.gov.

SolarWindow Technologies, Inc.

SolarWindow Technologies, Inc. (Symbol: WNDW; www.solarwindow.com) is a developer of transparent LiquidElectricity^®^ coatings and processes which generate electricity on glass and plastics. When applied to otherwise ordinary glass, for example, these coatings generate electricity, producing power under natural, artificial, low, shaded, and reflected light conditions.

SolarWindow targets applications beyond conventional solar panels. The Company’s LiquidElectricity^®^ can generate electricity for architectural applications including building windows, facades, and rooftops. LiquidElectricity^®^ has wide-ranging utility, including automotive, commercial greenhouse, marine, and aerospace applications, and presents superior aesthetics for generating energy to enable faster financial breakeven.

The SolarWindow Promise: Engineer, design, and ultimately manufacture and deliver LiquidElectricity^®^ products which reward customers with affordable clean energy for a healthier, safer, and more sustainable planet. SolarWindow is ClearlyElectric^®^.

SolarWindow Contacts

For additional information on SolarWindow, please call Amit Singh at 1-800-213-0689, or visit www.solarwindow.com, follow us on X @solartechwindow or on Facebook.

To receive future press releases via email, please visit: http://solarwindow.com/join-our-email-list/.

To view the full HTML text of this release, please visit: http://solarwindow.com/media/news-events/.

Social Media Disclaimer

SolarWindow stockholders, investors and others should note that we announce material information to the public about the Company through a variety of means, including our website (https://www.solarwindow.com/investors), through press releases, SEC filings, public conference calls, via our corporate X account (@solartechwindow), Facebook page (https://www.facebook.com/SolarWindowTechnologies) and LinkedIn page (https://www.linkedin.com/company/solar-window-technology/) in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our disclosure obligations under Regulation FD. We encourage our investors and others to monitor and review the information we make public in these locations as such information could be deemed to be material information. Please note that this list may be updated from time to time.

Forward Looking Statements

This press release contains information about SolarWindow and Lippert that may constitute “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 and other securities laws, These forward-looking statements are based upon current expectations or beliefs, as well as a number of assumptions about future events. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in those laws as applicable. Although SolarWindow and Lippert™ believe that the expectations reflected in such forward-looking statements and the assumptions upon which they are based are reasonable as at the time made, no assurance can be given that such expectations and assumptions will prove to have been correct.

Generally, we have identified such forward-looking statements by using such words as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will,” and similar expressions or by using future dates in connection with any discussion of, among other things, statements expressing general views about future development, manufacture, production, marketing or sale of SolarWindow-Lippert Products, or the execution of manufacturing or licensing agreements between the parties, that we expect or anticipate will occur in the future, anticipated cost savings, potential capital and operational cash improvements and changes in the global economic environment, as well as statements regarding the proposed transaction, including the timing of the completion of the transaction. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements include all statements that are not historical facts, but instead represent only our beliefs regarding future goals, plans and expectations about our prospects for the future and other events, many of which, by their nature, are inherently uncertain and outside of our control. It is possible that the actual results and of our collaboration may differ, possibly materially, from the anticipated results indicated in these forward-looking statements.

Caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made and are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, termination of contracts or agreements, technological obsolescence technical problems relating to manufacturing methodologies, price increases for supplies and components, litigation and other proceedings involving the either party, adverse publicity and news coverage, inability to carry out research, development and commercialization plans, loss or retirement of key executives and research scientists, failure to obtain required regulatory approvals, inflationary factors, and other risks. All information in this press release is as of the date set forth above. Neither party undertakes any duty to update any forward-looking statement to conform the statement to actual results or changes in its expectations whether because of new information, future events or otherwise, except as required by law. No statement herein should be considered an offer or a solicitation of an offer for the purchase or sale of any securities.

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/9363b4ed-5eaf-4a2a-99bc-e6be79312ed4