SolarWindow Technologies, Inc. (Form: 10-Q, Received: 07/08/2020 15:59:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2020

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 333-127953

SOLARWINDOW TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		59-3509694
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


300 Main Street, Suite 6
Vestal, NY		13850
(Address of principal executive offices)		(Zip Code)

(800) 213-0689

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act).

Yes ☐ No ☒

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 52,959,323 shares of common stock, par value $0.001, were outstanding on July 8, 2020.

SOLARWINDOW TECHNOLOGIES, INC.

FORM 10-Q

For the Quarterly Period Ended May 31, 2020

Table of Contents

PART I FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

	Balance Sheets	1

	Statements of Operations	2

	Statements of Stockholders’ Equity	3

	Statements of Cash Flows	4

	Notes to Financial Statements	5

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		14

Item 4. Controls and Procedures		22


PART II OTHER INFORMATION


Item 1A. Risk Factors		23

Item 5. Other Information		23

Item 6. Exhibits		24

Signatures		25

Certifications

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SOLARWINDOW TECHNOLOGIES, INC.
BALANCE SHEETS

	May 31,			August 31,
	2020			2019
ASSETS	(Unaudited)
Current assets
Cash	$	14,705,621		$	16,604,011
Deferred research and development costs		658,150			580,879
Prepaid expenses and other current assets		89,872			46,832
Total current assets		15,453,643			17,231,722

Operating lease right-of-use asset		48,198			65,646
Equipment, net of accumulated depreciation of $87,542 and $68,858, respectively		1,355,276			1,368,929
Security deposit		2,200			2,200
Total assets		16,859,317		$	18,668,497

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued expenses		79,861		$	97,549
Related party payables		192,803			57,933
Current maturities of operating lease		24,272			23,169
Total current liabilities		296,936			178,651

Non-current operating lease		24,212			42,564
Total long term liabilities		24,212			42,564
Total liabilities		321,148			221,215

Commitments and contingencies

Stockholders' equity
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock: $0.001 par value; 300,000,000 shares authorized, 52,959,323 shares issued and outstanding at May 31, 2020 and August 31, 2019		52,959			52,959
Additional paid-in capital		72,456,580			71,166,300
Retained deficit		(55,971,370	)		(52,771,977	)
Total stockholders' equity		16,538,169			18,447,282
Total liabilities and stockholders' equity	$	16,859,317		$	18,668,497

(The accompanying notes are an integral part of these financial statements)

SOLARWINDOW TECHNOLOGIES, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019

Revenue	$	–		$	–		$	–		$	–

Operating expenses
Selling, general and administrative		521,523			511,296			1,707,446			1,454,363
Research and product development		515,663			594,157			1,710,064			1,454,666
Total operating expenses		1,037,186			1,105,453			3,417,510			2,909,029

Loss from operations		(1,037,186	)		(1,105,453	)		(3,417,510	)		(2,909,029	)

Other income (expense)
Interest income		49,769			118,111			218,117			200,091
Interest expense		–			–			–			(128,239	)
Accretion of debt discount		–			–			–			(663,918	)
Total other income (expense)		49,769			118,111			218,117			(592,066	)

Net loss	$	(987,417	)	$	(987,342	)	$	(3,199,393	)	$	(3,501,095	)

Basic and Diluted Loss per Common Share	$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.07	)

Weighted average number of common shares outstanding - basic and diluted		52,959,323			52,959,323			52,959,323			47,616,857

(The accompanying notes are an integral part of these financial statements)

SOLARWINDOW TECHNOLOGIES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)

					Additional					Total
	Common Stock				Paid-in		Retained			Stockholders'
FOR THE NINE MONTHS ENDED MAY 31, 2020	Shares		Amount		Capital		Deficit			Equity
Balance, August 31, 2019		52,959,323	$	52,959	$	71,166,300	$	(52,771,977	)	$	18,447,282
Stock based compensation due to common stock purchase options		–		–		420,970		–			420,970
Net loss for the three months ended November 30, 2019		–		–		–		(1,105,278	)		(1,105,278	)
Balance, November 30, 2019		52,959,323		52,959		71,587,270		(53,877,255	)		17,762,974
Stock based compensation due to common stock purchase options		–		–		434,656		–			434,656
Net loss for the three months ended February 29, 2020		–		–		–		(1,106,698	)		(1,106,698	)
Balance, February 29, 2020		52,959,323		52,959		72,021,926		(54,983,953	)		17,090,932
Stock based compensation due to common stock purchase options		–		–		434,654		–			434,654
Net loss for the three months ended May 31, 2020		–		–		–		(987,417	)		(987,417	)
Balance, May 31, 2020		52,959,323	$	52,959	$	72,456,580	$	(55,971,370	)	$	16,538,169

					Additional					Total
	Common Stock				Paid-in		Retained			Stockholders'
FOR THE NINE MONTHS ENDED MAY 31, 2019	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance, August 31, 2018		36,292,656	$	36,293	$	42,223,599	$	(45,884,299	)	$	(3,624,407	)
November 2018 Private Placement units issued for cash		13,200,000		13,200		19,786,800		–			19,800,000
November 2018 Private Placement units issued in exchange for convertible debt		3,466,667		3,466		5,196,534					5,200,000
Stock based compensation due to common stock purchase options		–		–		385,734		–			385,734
Net loss for three months ended November 30, 2018		–		–		–		(1,686,917	)		(1,686,917	)
Balance, November 30, 2018		52,959,323		52,959		67,592,667		(47,571,215	)		20,074,411
Stock based compensation due to common stock purchase options		–		–		355,227		–			355,227
Net loss for the three months ended February 28, 2019		–		–		–		(826,836	)		(826,836	)
Balance, February 28, 2019		52,959,323		52,959		67,947,894		(48,398,052	)		19,602,801
Stock based compensation due to common stock purchase options		–		–		355,226		–			355,226
Net loss for the three months ended May 31, 2019		–		–		–		(987,342	)		(987,342	)
Balance, May 31, 2019		52,959,323	$	52,959	$	68,303,119	$	(49,385,394	)	$	18,970,684

(The accompanying notes are an integral part of these financial statements)

SOLARWINDOW TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended May 31,
	2020			2019
Cash flows from operating activities
Net loss	$	(3,199,393	)	$	(3,501,095	)
Adjustments to reconcile net loss to net cash flows used in operating activities
Depreciation		18,684			13,652
Stock based compensation expense		1,290,280			1,096,186
Security deposits		–			(2,200	)
Accretion of debt discount		–			663,918
Changes in operating assets and liabilities:
Deferred research and development costs		(77,271	)		(323,435	)
Prepaid expenses and other assets		(43,040	)		(27,808	)
Accounts payable and accrued expenses		(17,688	)		(9,243	)
Operating lease assets and liabilities		199			22
Related party payable		134,870			51,868
Interest payable		–			128,239
Net cash flows used in operating activities		(1,893,359	)		(1,909,896	)

Cash flows used in investing activity
Purchase of equipment		(5,031	)		(596,651	)
Net cash flows used in investing activity		(5,031	)		(596,651	)

Cash flows from financing activities
Proceeds from the issuance of equity securities		–			19,800,000
Net cash flows from financing activities		–			19,800,000

Change in cash		(1,898,390	)		17,293,453

Cash at beginning of period		16,604,011			696,826

Cash at end of period	$	14,705,621		$	17,990,279

Supplemental disclosure of cash flow information:
Interest paid in cash	$	–		$	–
Income taxes paid in cash	$	–		$	–

Supplemental disclosure of non-cash transactions:
Common stock issued for conversion of note payable	$	–		$	5,200,000

(The accompanying notes are an integral part of these financial statements)

SOLARWINDOW TECHNOLOGIES, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – Basis of Presentation and Organization

Basis of Presentation

The accompanying unaudited interim financial statements of SolarWindow Technologies, Inc. (the “Company”) as of May 31, 2020, and for the three and nine months ended May 31, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.”) of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results may differ from those estimates. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 31, 2019. The accompanying unaudited interim financial statements have been prepared on the same basis as the audited financial statements and include all adjustments (including normal recurring adjustments) necessary for the fair presentation of the Company’s financial position as of May 31, 2020, results of operations, stockholders’ equity and cash flows for the three and nine months ended May 31, 2020 and 2019. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Organization

SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998. Products derived from the Company’s SolarWindow™ technology harvest light energy from the sun and from artificial light sources, by generating electricity from a transparent coating of organic photovoltaic (“OPV”) solar cells, applied to glass and plastics, thereby creating a “photovoltaic” effect. The Company’s ticker symbol is WNDW.

Photovoltaics are commonly known as “solar panels” providing a method to generate electricity using solar cells to convert energy from light into a flow of electrons. Conventional PV power is generated by solar modules composed of interconnected mono- or poly-crystalline cells containing PV and electricity-conducting materials. These materials are usually opaque (i.e., non-transparent) and only effectively generate electricity with sun light. The Company’s researchers have replaced these materials with very thin layers of specially developed compounds that allow our SolarWindow™ technology to remain see-through or “transparent” while generating electricity when exposed to either sun or artificial light. SolarWindow™ coatings generate electricity when exposed to direct, diffused, filtered, low, or reflected natural or artificial light. The company has filed patent applications related to the application and fabrication of SolarWindow™ devices using these compounds.

Liquidity and Management’s Plan

The Company does not have any commercialized products, has not generated any revenue since inception and has sustained recurring losses and negative cash flows from operations since inception. Due to the “start-up” nature of our business, we expect to incur losses as we continue development of our products and technologies. As of May 31, 2020, the Company had $14,705,621 of cash on hand and working capital of $15,156,707. The Company believes that it currently has sufficient cash to meet its funding requirements over the next twelve months following the issuance of this Quarterly Report on Form 10-Q. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for substantial additional capital investment. The Company expects that it may need to raise additional capital to accomplish its business plan over the next several years. If additional funding is required, the Company expects to seek to obtain that funding through private equity or convertible debt. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

NOTE 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of the Company’s financial statements requires management to make estimates and use assumptions that affect the reported amounts of assets, liabilities and expenses. These estimates and assumptions are affected by management’s application of accounting policies. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from these estimates and assumptions.

Cash and Cash Equivalents

The Company considers cash deposits to be cash and all highly liquid investment instruments with original maturities of 90 days or less when purchased, to be cash equivalents. Cash deposits are carried at cost which approximates their fair value.

The Company had $14,705,621 of cash deposits as of May 31, 2020, including $52,764 in domestic bank accounts and $14,652,857 held in Canadian bank accounts in excess of Canadian Deposit Insurance Corporation insured limits.

Equipment

Fixed assets are carried at cost, less accumulated depreciation. Major improvements are capitalized, while repair and maintenance are expensed when incurred. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in that period.

Depreciation is computed on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:

		Estimated
		Useful Lives
Computer equipment and software		3 years
Equipment, furniture and fixtures		5 years

Patent and Trademark Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Fair Value Measurements

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 1 inputs.

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 2 inputs.

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has no assets or liabilities measured and recorded on a recurring or nonrecurring basis with Level 3 inputs.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of the Company’s notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Research and Product Development

Research and product development costs represent costs incurred to develop the Company’s technology, including salaries and benefits for research and product development personnel, allocated overhead and facility occupancy costs, supplies, equipment purchase and repair and other costs. Research and product development costs are expensed when incurred, except for nonrefundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718, Stock Based Compensation. ASC 718 requires all stock-based payments to directors, employees and consultants, including grants of stock options, to be recognized in the consolidated statements of operations based on their fair values. The Company uses the Black-Scholes option pricing model (the “Black-Scholes Model”) to determine the weighted-average fair value of options granted and recognizes the compensation expense of stock-based awards on a straight-line basis over the vesting period of the award. If a stock-based award contains performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date.

The determination of the fair value of stock-based payment awards utilizing the Black-Scholes option pricing model requires the use of the following assumptions: expected volatility of our common stock, which is based on our own calculated historical rate; expected life of the option award, which we elected to calculate using the simplified method; expected dividend yield, which is 0%, as we have not paid and do not have any plans to pay dividends on our common stock; and the risk-free interest rate, which is based on the U.S. Treasury rate in effect at the time of grant with maturities equal to the stock option award’s expected life. The Company evaluates the assumptions used to value the awards at each grant date and if factors change and different assumptions are utilized, stock-based compensation expense may differ significantly from what has been recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned stock-based compensation expense. Forfeitures are accounted for as they occur. See “NOTE 4 – Common Stock and Warrants” and “NOTE 5 - Stock Options” for additional information on the Company’s stock-based compensation plans.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carry-forwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company reports a liability for unrecognized tax benefits resulting from uncertain income tax positions, if any, taken or expected to be taken in an income tax return. Estimated interest and penalties are recorded as a component of interest expense or other expense, respectively.

Segment Reporting

The Company’s business is considered to be operating in one segment based upon the Company’s organizational structure, the way in which the operations are managed and evaluated, the availability of separate financial results and materiality considerations.

Net Loss Per Share

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

Following is the computation of basic and diluted net loss per share for the three and nine months ended May 31, 2020 and 2019:

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019
Basic and Diluted EPS Computation
Numerator:
Loss available to common stockholders'	$	(987,417	)	$	(987,342	)	$	(3,199,393	)	$	(3,501,095	)
Denominator:
Weighted average number of common shares outstanding		52,959,323			52,959,323			52,959,323			47,616,857
Basic and diluted EPS	$	(0.02	)	$	(0.02	)	$	(0.06	)	$	(0.07	)

The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:
Stock options		2,935,334			1,271,334			2,935,334			1,271,334
Warrants		19,483,518			19,483,517			19,483,518			19,483,517
Total shares not included in the computation of diluted losses per share		22,418,852			20,754,851			22,418,852			20,754,851

Recent Accounting Standards

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.

NOTE 3 - Equipment

	May 31,			August 31,
	2020 (Unaudited)			2019
Computers, office equipment and software	$	23,709		$	18,678
Furniture and fixtures		12,634			12,634
Product development and manufacturing equipment		113,820			113,820
In-process equipment		1,292,655			1,292,655
Total equipment		1,442,818			1,437,787
Accumulated depreciation		(87,542	)		(68,858	)
Equipment, net	$	1,355,276		$	1,368,929

During the nine months ended May 31, 2020 and 2019, the Company purchased $5,031 and $596,651, respectively, of equipment. During the three months ended May 31, 2020 and 2019, the Company recognized depreciation expense of $5,782 and $5,209, respectively. During the nine months ended May 31, 2020 and 2019, the Company recognized depreciation expense of $18,684 and $13,652, respectively

During the year ended August 31, 2019, the Company made payments for in-process equipment totaling $1,292,655 towards the purchase of manufacturing equipment with an estimated total cost of $1,803,000. That in-process equipment is currently being fabricated to our particular design specifications and will provide a significant increase in our ability to develop and showcase prototype products and components at or near “commercial size.” Contingent on entering into an agreement with a manufacturing partner for our cleanroom process equipment, the remaining $510,345 is planned to be paid upon completion of the equipment fabrication and factory acceptance sometime before December, 2020.

NOTE 4 – Common Stock and Warrants

Common Stock

At May 31, 2020, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 52,959,323 shares of common stock outstanding and 906,085 shares reserved for issuance under the Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) as adopted and approved by the Company’s Board on October 10, 2006 that provides for the grant of stock options to employees, directors, officers and consultants (See “NOTE 5 - Stock Options”).

Warrants

Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. Other than the Series O Warrants and Series P Warrants, all of the following warrants may be exercised on a cashless basis. A summary of the Company’s warrants outstanding and exercisable as of May 31, 2020 and August 31, 2019 is as follows:

	Shares of Common Stock Issuable from Warrants Outstanding as of				Weighted Average
	May 31,		August 31,		Exercise
Description	2020		2019		Price		Date of Issuance		Expiration
Series M		246,000		246,000	$	2.34		December 7, 2015		December 31, 2022
Series N		767,000		767,000	$	3.38		December 31, 2015		December 31, 2022
Series P		213,500		213,500	$	3.70		March 25, 2016		December 31, 2022
Series R		468,750		468,750	$	4.00		June 20, 2016		December 31, 2022
Series S-A		300,000		300,000	$	2.53		July 24, 2017		December 31, 2022
Series S		821,600		821,600	$	3.42		September 29, 2017		September 29, 2022
Series T		16,666,667		16,666,667	$	1.70		November 26, 2018		November 26, 2025
Total		19,483,517		19,483,517

NOTE 5 - Stock Options

Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire from six to ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 906,085 remain available for grant, 1,305,001 have been exercised in total with 629,677 net shares (due to a cashless exercise feature) issued pursuant to such exercises of vested options from inception of the 2006 Plan through May 31, 2020. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised and therefore issues new shares when options are exercised. The 2006 Plan was approved by stockholders on February 7, 2011 and expires according to its terms on February 7, 2021.

The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes Model and the simplified method to estimate the expected term of “plain vanilla” options:

	Nine Months Ended May 31,
	2020
Expected dividend yield		–
Expected stock price volatility		82.94 – 86.23%
Risk-free interest rate		1.40 – 1.69%
Expected term (in years)		4.5 – 5.75
Exercise price		$2.32 and $3.54
Weighted-average grant date fair-value per share		$1.61 and $1.55

A summary of the Company’s stock option activity for the nine months ended May 31, 2020 and related information follows:

	Number of Shares Subject to Option Grants			Weighted Average Exercise Price ($)		Weighted Average Remaining Contractual Term		Aggregate Intrinsic Value ($)
Outstanding at August 31, 2018		1,291,334			5.22
Grants		1,506,000			3.54
Forfeitures and cancellations		(20,000	)		4.87
Outstanding at August 31, 2019		2,777,334			4.31
Grants		158,000			2.36
Outstanding at May 31, 2020		2,935,334			4.21		7.66 years		111,690
Exercisable at May 31, 2020		2,010,434			4.23		8.08 years		21,718

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on May 31, 2020. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was $3.05 on May 31, 2020 and 153,000 outstanding options have an exercise price below $3.05 per share, as of May 31, 2020, there is $111,690 of intrinsic value to the Company’s outstanding stock options.

Three and Nine Months Ended May 31, 2020

On October 9, 2019, the Company granted 153,000 options to an employee with an exercise price of $2.32, vesting at the rate of 1/36^th per month and ten-year term. Additionally, on September 16, 2019, the Board granted 5,000 options to a consultant with an exercise price of $3.54, vesting at the rate of 1/20^th per quarter and six-year term.

Three and Nine Months Ended May 31, 2019

Due to his resignation from the Board of Directors on October 22, 2018, Joseph Sierchio, the Company’s current counsel, forfeited 20,000 unvested stock options with an exercise price of $4.87 which resulted in the Company reversing previously recorded stock compensation expense related to the vesting of said options in the amount of $58,367. During the nine months ended May 31, 2019, the Company did not grant any stock options.

The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Statements of Operations for the three and nine months ended May 31, 2020 and 2019:

	Three Months Ended May 31,				Nine Months Ended May 31,
	2020		2019		2020		2019
Stock Compensation Expense:
SG&A	$	172,219	$	118,409	$	516,658	$	372,260
R&D		262,436		236,817		773,622		723,927
Total	$	434,655	$	355,226	$	1,290,280	$	1,096,187

As of May 31, 2020, the Company had $3,391,022 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 4.25 years.

The following table summarizes information about stock options outstanding and exercisable at May 31, 2020:

	Stock Options Outstanding						Stock Options Exercisable
									Weighted
	Number of						Number		Average
	Shares		Weighted		Weighted		of Shares		Remaining		Weighted
Range of	Subject to		Average		Average		Subject		Contractual		Average
Exercise	Outstanding		Contractual		Exercise		to Options		Life		Exercise
Prices	Options		Life (Years)		Price ($)		Exercise		(Years)		Price ($)
2.32		153,000		9.36		2.32		29,750		9.36		2.32
3.28		7,500		6.46		3.28		7,500		6.46		3.28
3.46		35,000		5.60		3.46		35,000		5.60		3.46
3.54		1,511,000		7.78		3.54		1,108,350		8.74		3.54
4.87		187,500		7.48		4.87		187,500		7.48		4.87
5.35		1,008,000		7.59		5.35		609,000		7.59		5.35
5.94		33,334		0.56		5.94		33,334		0.56		5.94
Total		2,935,334		7.66		4.21		2,010,434		8.08		4.23

NOTE 6 - Related Party Transactions

A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

On August 7, 2017, the Company appointed Jatinder Bhogal to the Board of Directors. Mr. Bhogal has provided consulting services to the Company through his wholly owned company, Vector Asset Management, Inc. (“VAMI”), pursuant to a Consulting Agreement dated February 1, 2014, as amended on November 11, 2016 and December 1, 2018 (Amendment No. 2). Pursuant to the Consulting Agreements in effect prior to December 1, 2018, Mr. Bhogal received compensation of $5,000 per month. Beginning with Amendment No. 2, Mr. Bhogal received compensation of $18,750 per month. The Company recognized expense in connection with the Consulting Agreement of $56,250 and $56,250 during the three months ended May 31, 2020 and 2019, respectively, and $168,750 and $108,750 during the nine months ended May 31, 2020 and 2019, respectively.

On July 1, 2020 the Company and VAMI entered into an Executive Services Consulting Agreement, which supersedes the foregoing agreements and pursuant to which Mr. Bhogal, in addition to continuing to serve as a director of the Company will also serve as the Company’s President and Chief Executive Officer. Please refer to “NOTE 8 – Subsequent Events.”

All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.

NOTE 7 – Lease

On May 1, 2019, the Company leased office space in Vestal, New York and entered into a Professional Building Lease Agreement (the “Lease”). The Lease has an initial term of three years through May 1, 2022 with monthly rent due of $2,200 for the first two years and $2,266 during year three. The Company has the sole option to renew the lease for an additional two years through May 1, 2024. The amounts disclosed in the Balance Sheets pertaining to the right-of-use asset and lease liability are measured based on only the initial, three-year term.

The Company’s existing Lease is not subject to any restrictions or covenants which preclude its ability to pay dividends, obtain financing, or enter into additional Lease’s.

As of May 31, 2020, the Company has not entered into any leases which have not yet commenced which would entitle the Company to significant rights or create additional obligations.

The Company used its estimated incremental borrowing rate as the basis to calculate the present value of future lease payments at lease commencement. The incremental borrowing rate represents the rate the Company would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment.

The components of Lease expenses are as follows:

	Three Months Ended May 31, 2020		Nine Months Ended May 31, 2020
Operating lease cost	$	6,666	$	19,998
Short-term lease costs		–		–
Total net lease costs	$	6,666	$	19,998

Supplemental balance sheet information related to the Lease is as follows:

	As of May 31, 2020			As of August 31, 2019

Operating lease right-of-use asset	$	48,198		$	65,646

Current maturities of operating lease	$	24,272		$	23,169
Non-current operating lease		24,2112			42,564
Total operating lease liabilities	$	48,484		$	65,733

Weighted Average remaining lease term (in years):		1.92			2.9
Discount rate:		5.85	%		5.85	%

The Company’s future lease payments, which are presented as current maturities of operating leases and non-current operating leases liabilities on the Company’s balance sheets as of May 31, 2020 are as follows:

	Amount
2020	$	6,600
2021		26,664
2022		18,128
Total lease payments		51,392
Less: Imputed interest		(2,908	)
Total lease obligation		48,484
Less: current lease obligations		24,272
Long term lease obligations	$	24,212

NOTE 8 – Subsequent Events

Management has reviewed material events subsequent to the period ended May 31, 2020 and through the date of filing of financial statements in accordance with FASB ASC 855 “Subsequent Events”.

Effective July 1, 2020, the Company, Jatinder S. Bhogal, Vector Asset Management, Inc., a Canadian entity wholly-owned by Mr. Bhogal (“VAMI”), entered into an Executive Consulting Agreement (“ECA”) whereby Mr. Bhogal, in addition to Mr. Bhogal’s current role as a Director, will serve the Company as its President and Chief Executive Officer. Pursuant to the ECA, which has an initial term of three years with one year extensions thereafter unless otherwise terminated, 1) VAMI will be paid an annual base fee of $410,000, payable in accordance with the Company’s general payroll practices; 2) VAMI is eligible for a discretionary performance-based annual bonus of up to 40% of the then annual base fee in effect; 3) VAMI received a stock option grant to purchase up to 2,500,000 shares of the Company’s common stock at a strike price of $2.60 per share exercisable on, among other methods, a cashless basis prior to up-listing to a national exchange and exercisable for cash thereafter. The stock option vests as to 50% on July 1, 2020 and as to the remaining 50% on July 1, 2021. VAMI assigned and transferred the Stock Option to Mr. Bhogal. The Stock Option is subject to the terms and conditions of the Stock Option Grant and Grant Agreement dated June 29, 2020 with an effective date of July 1, 2020, 2020 by and among the Company, VAMI and Mr. Bhogal. Capitalized terms used in this Item 5 not otherwise defined shall have the meaning ascribed thereto in the ECA.

The ECA provides that any party, at its option, may terminate the ECA with or without cause on 30 days prior written notice. If terminated by the Company without cause, subject to delivery to the Company, by each of VAMI and the Assigned Consultant, of an executed written general release of claims in favor of the Company and its affiliates in a form acceptable to the Company (the “Release”), within the timeframe set forth in the ECA and, if Mr. Bhogal then should be a director of the Company, his resignation therefrom, VAMI shall receive, in addition to any Accrued rights (A) the Prorated Bonus Payment, if any; and (B) the Base Fee in effect at termination, for twelve (12) months, payable in accordance with the normal payroll practices of the Company.

Effective July 1, 2020, Mr. John Conklin resigned as the Company’s President and Chief Executive Officer and as a Director. Effective July 1, 2020, Mr. Conklin will be assuming a new executive role with the Company as its Chief Technology Officer (CTO). The terms and conditions of Mr. Conklin’s current employment agreement will remain in full force and effect.

The Company accepted the resignations of Steve Horovitz and Dr. Alastair Livesey as members of the Board of Directors and appointed John Rhee to the Board of Directors effective July 1, 2020.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as “may,” “will,“ “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows, (b) our growth strategies, (c) expectations from our ongoing research and development activities, (d) anticipated trends in the technology industry, (e) our future financing plans, and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our filings with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.

Except where the context otherwise requires and for purposes of this Form 10-Q only, the terms “we,” “us,” “our,” “Company” “our Company,” and “SolarWindow” refer to SolarWindow Technologies, Inc., a Nevada corporation.

Overview

We are a pre-revenue company developing proprietary SolarWindow™ transparent electricity generating coatings. SolarWindow™ coatings are an OPV device comprised of ultra-thin layers that can be applied to glass, flexible glass and plastic surfaces.

Our SolarWindow™ transparent electricity-generating coatings and technology is capable of harvesting light energy from the sun and artificial sources and could potentially be used on any of the more than 85 million commercial and residential buildings in the U.S. alone.

Our SolarWindow™ technology is the subject of over sixty (60) U. S. and international patents, and thirty (30) trademark application filings for our electricity-generating coatings, applications using SolarWindow™ electricity-generating coatings, and SolarWindow™ technology and product development efforts.

The development of our SolarWindow™ technology continues to advance under the Stevenson-Wydler Cooperative Research and Development Agreement (the “CRADA”) with the Alliance for Sustainable Energy, LLC (the “Alliance for Sustainable Energy”), which is the operator of The National Renewable Energy Laboratory (“NREL”). SolarWindow™ technology and product development continues under the initial NREL CRADA.

In addition, the Company was awarded an Advanced Materials Manufacturing Cooperative Research and Development Agreement (“AMM CRADA”) from the U.S. Department of Energy (“DOE”) Office of Energy Efficiency and Renewable Energy’s (“EERE”) Advanced Manufacturing Office (“AMO”). The purpose of AMM CRADA is to develop and demonstrate a unique high-throughput process methodology for semitransparent OPV modules compatible with high process speeds for many different advanced material manufacturing systems.

We have achieved numerous important milestones and overcome major technical challenges in the development of our SolarWindow™ technology, including the ability to generate electricity on glass while remaining transparent and the application of our coatings on to glass at room temperature and pressure.

A brief list of some of our more important milestones includes:

The Company accomplished development initiatives to improve and optimize its laser patterning system and methods of fabrication for our electricity-generating coatings on flexible plastics. Once optimized for industry, this advancement is expected to reduce process time, improve device performance, and reduce costs of SolarWindow™ electricity-generating plastic products.

SolarWindow™ coatings were successfully processed through a rigorous laminated commercial window glass fabrication autoclave system. Layered with SolarWindow™ electricity-generating liquid coatings, glass modules were subjected to the extremely high heat and pressure of autoclave equipment located at a commercial glass fabricator’s facility. Despite the SolarWindow™ modules being subjected to the harsh pressure and temperature conditions, subsequent performance testing confirmed that the modules continued to produce power. This is an important milestone for the commercialization of SolarWindow products, showing that our PV layers are compatible with autoclave production equipment.

SolarWindow designed, developed, and demonstrated a diffractive optics-based laser multiplexing process to perform precision scribing across a substrate using a single laser system. This work is being accomplished through the AMM CRADA in collaboration with the EERE AMO, and the Advanced Materials Manufacturing Consortium.

The Company has set a new performance record for power efficiency with a 34% increase in performance over previous generations of its transparent electricity-generating glass. Performance results are based on independent testing and certification of SolarWindow™ devices by NREL’s Device Performance Measurement Laboratory;

Successfully completed important freeze/thaw performance testing necessary for the commercialization of our transparent electricity-generating coatings; modules were subjected to more than 200 freeze/thaw cycles, which yielded favorable performance results of the edge sealing processes and minimal impact on the device electrical performance;

Expanded product development and successfully applied our electricity-generating coatings onto flexible glass – as thin as a business card (only 0.1-millimeter-thick) – that is flexible enough to be bent without breaking or cracking;

Entered into the NREL CRADA which is still in effect and continues to support our on-going R&D and product development to improve our device, materials, and processes;

Expanded the use of our SolarWindow™ coatings to include two new product lines for commercial and military aircraft, and the safety and security of military pilots;

Developed new SolarWindow™ coatings with increased transparency and improved color;

Produced the largest OPV device ever fabricated at NREL in the institute’s history;

Successfully collected and transported electricity using a virtually ‘invisible’ conductive wiring system developed for SolarWindow™;

We are currently developing “SolarWindow™ Products” derived from our SolarWindow™ technology designed to address several potential markets, including:

SolarWindow™ – Commercial – A flat glass product for installation in new commercial towers under construction and replacement windows;

SolarWindow™ – Structural Glass – Structural glass walls and curtains for tall structures;

SolarWindow™– Architectural Glass – Textured and decorative interior glass walls, room dividers, etc.;

SolarWindow™ – Residential – A window glass for installation in new residential homes under construction and replacement windows;

SolarWindow™ – Flex – Flexible films which may be applied directly to different surfaces;

SolarWindow™ - PowerWrap™ - A proprietary product under development that plans to feature multiple colors and high-power production; and

SolarWindow™ Retrofit Veneer - Transparent, tinted, and flexible veneers that installers can apply directly on to existing, previously installed, window glass.

Our product development efforts have produced early working prototypes for several of these applications, which we are sharing with potential commercialization partners, who will work along-side us to ascertain whether the SolarWindow^TM technology can form the basis for a commercially viable technology or product and which products will be first to market.

We also developed the capability to integrate transparent SolarWindow™ coatings on to flexible glass. This presents new product opportunities for curved and shaped surfaces in automotive and trucking, aircraft, and military applications.

We plan to advance the technical and product development, and subsequent commercialization of our SolarWindow™ technologies and products through process integration with existing glass fabricators, research and development agreements, licensing, joint venture arrangements, and co-marketing and co-promotion and distribution arrangements with third party collaborators.

We are actively seeking additional technology and product licensing, joint venture arrangements, and manufacturing process integration relationships with commercial partners and industry; and organizations which have established technical competencies, market reach, and mature distribution networks in the solar PV, building-integrated PV, and alternative and renewable energy market industries. We believe that this approach could provide immediate access to existing distribution channels which can increase market penetration and commercial acceptance of our products and enable us to avoid expending significant funds for development of a large sales and marketing organization. At the time of this filing, we have not entered into any such arrangements for these services or relationships.

We do not currently have any commercial products and there is no assurance that we will successfully be able to design, develop, manufacture, or sell any commercial products in the future. Our product development programs involve ongoing R&D and product development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by our contract engineers, scientists, and consultants.

We cannot accurately predict the amount of funding or the time required to successfully commercialize or fabricate SolarWindow™ products. The actual cost and time required to commercialize our SolarWindow™ technology may vary significantly depending on, among other things, the results of our product development efforts; the cost of developing, acquiring, or licensing various enabling technologies; changes in the focus and direction of our business or product development plans; competitive and technological advances; the cost of patent filing, prosecuting, defending and enforcing claims; demonstrating compliance with regulations and standards; and manufacturing, marketing and other costs that may be associated with product fabrication. Because of this uncertainty, even if financing is available to us, we may secure insufficient funding to effectuate our business and/or product development plans.

Research and Related Agreements

We are a party to certain agreements related to the development of our SolarWindow™ technology.

Stevenson-Wydler Cooperative Research and Development Agreement with the Alliance for Sustainable Energy

On March 18, 2011, we entered into the NREL CRADA with Alliance for Sustainable Energy, the operator of the NREL under its U.S. Department of Energy contract to advance the commercial development of the SolarWindow™ technology. Under terms of the NREL CRADA, NREL researchers will make use of our exclusive intellectual property (“IP”), newly developed IP, and NREL’s background IP in order to work towards specific product development goals, established by the Company. Under the terms of the NREL CRADA, we agreed to reimburse Alliance for Sustainable Energy for filing fees associated with all documented, out-of-pocket costs directly related to patent application preparation and filings, and maintenance of the patent applications.

On January 16, 2013, we entered into a modification to the NREL CRADA for the purpose of extending the date pursuant to which NREL’s researchers will make use of our exclusive IP and NREL’s background IP.

On March 6, 2013, we entered into Phase II of our NREL CRADA. Under the terms of the agreement, researchers will additionally work towards:

further improving SolarWindow™ technology efficiency and transparency;

optimizing electrical power (current and voltage) output;

optimizing the application of the active layer coatings which make it possible for SolarWindow™ coatings to generate electricity on glass surfaces;

developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability;

optimizing SolarWindow™ coating performance on flexible substrates; and

developing high speed and large area roll-to-roll (R2R) and sheet-to-sheet (S2S) coating methods required for commercial-scale building integrated photovoltaic (“BIPV”) products and windows.

On December 28, 2015, we entered into another modification to the NREL CRADA (the “Modification”). The purpose of the Modification was to extend the date of completion to December 2019 pursuant to which NREL’s researchers work towards specific product development goals.

On November 18, 2019, we entered into a No Cost Time Extension (“NCTE”) under the NREL CRADA. Under the terms of the NCTE, all terms and conditions of the NREL CRADA remain in full force and effect without change, with a new completion date of March 31, 2020. On February 26, 2020, the Company entered into another NCTE whereby all terms and conditions of the NREL CRADA remain in full force and effect without change, with a new completion date of September 30, 2020. Specifically, we are preparing to commercialize our OPV-based SolarWindow™ transparent electricity-generating coatings for BIPV, and glass and flexible plastic applications. Under the Modification, NREL and the Company will work jointly towards achieving specific commercialization goals and objectives. As of May 31, 2020, the Company made $658,150 of advances to Alliance for Sustainable Energy for work to be performed under the NREL CRADA, which is capitalized as deferred research and development costs on our balance sheets.

U.S. Department of Energy (DOE) Office of Energy Efficiency and Renewable Energy’s (EERE) Advanced Manufacturing Office (AMO) Cooperative Research and Development Agreement

On March 15, 2018 the Company was awarded it’s first-ever AMM CRADA by the DOE EERE AMO. SolarWindow was awarded the AMM CRADA after submitting a proposal outlining its coating technologies and fabrication methods to the DOE’s Roll-to-Roll Advanced Materials Manufacturing Consortium, led by ORNL and partnering with ANL, LBNL, and NREL. The AMM CRADA will be carried out with the DOE by SolarWindow, ANL, and NREL.

On March 31, 2020, we entered into NCTE that extends the date of completion to October 18, 2020 pursuant to which researchers work towards specific product development goals outlined in the AMM CRADA.

Through the developments of AMM CRADA, the Company accomplished initiatives to improve and optimize its laser patterning system and methods of fabrication for our electricity-generating coatings on flexible plastics. Once optimized for industry, this advancement is expected to reduce process time, improve device performance, and reduce costs of SolarWindow™ electricity-generating plastic products. Another objective of the AMM CRADA is to develop and demonstrate a unique high-throughput process methodology for semitransparent OPV modules compatible with high process speeds for many different advanced material manufacturing systems.

Results of Operations

Three months ended May 31, 2020 compared with the three months ended May 31, 2019 and the nine months ended May 31, 2020 compared with the nine months ended May 31, 2019

Operating Expenses

A summary of our operating expense for the three months ended May 31, 2020 compared with the three months ended May 31, 2019 follows:

	Three Months Ended May 31,				Increase /			Percentage
	2020		2019		(Decrease)			Change
Operating expenses:
Selling, general and administrative	$	349,305	$	392,887	$	(43,583	)		(11	)
Research and product development		253,227		357,340		(104,113	)		(29	)
Stock based compensation		434,654		355,226		79,429			22
Total operating expenses	$	1,037,186	$	1,105,453	$	(68,267	)		(6	)

A summary of our operating expense for the nine months ended May 31, 2020 compared with the nine months ended May 31, 2019 follows:

	Nine Months Ended May 31,				Increase /		Percentage
	2020		2019		(Decrease)		Change
Operating expenses:
Selling, general and administrative	$	1,190,788	$	1,082,103	$	108,685		10
Research and product development		936,442		730,739		205,703		28
Stock based compensation		1,290,280		1,096,187		194,093		18
Total operating expenses	$	3,417,510	$	2,909,029	$	508,481		17

Selling, General and Administrative

Selling, general and administrative (“SG&A”) costs include all expenditures incurred other than research and development related costs , including costs related to personnel, professional fees, travel and entertainment, public company costs, insurance and other office related costs. During the three months ended May 31, 2020 compared to the three months ended May 31, 2019, SG&A costs decreased due primarily to an approximate $47,000 decrease in professional costs offset by a $3,000 increase in other administrative costs. During the nine months ended May 31, 2020 compared to the nine months ended May 31, 2019, SG&A costs increased due primarily to an approximate $67,000 increase in personnel costs, $18,000 increase in rent and $34,000 increase in other administrative costs offset by a $10,000 decrease in professional fees.

Research and Product Development

Research and Product Development (“R&PD”) costs represent costs incurred to develop our SolarWindow™ technology and are incurred pursuant to our research agreements and agreements with other third-party providers and certain internal R&PD cost allocations. Payments under these agreements include salaries and benefits for R&PD personnel, allocated overhead, contract services and other costs. R&PD costs are expensed when incurred, except for non-refundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. During the three months ended May 31, 2020 compared to the three months ended May 31, 2019, R&PD costs decreased primarily as a result of an approximate $92,000 decrease in CRADA costs and $114,000 decrease in Other R&PD costs related to materials, consulting, travel and depreciation offset by an increase of $54,000 in personnel costs. During the nine months ended May 31, 2020 compared to the nine months ended May 31, 2019, R&PD costs increased primarily as a result of an approximate $121,000 increase in CRADA costs and $226,000 increase in personnel costs offset by a $141,000 decrease in Other R&PD costs related to materials, consulting, travel and depreciation.

Stock Based Compensation

The Company grants stock options to its Directors, employees and consultants. Stock compensation represents the expense associated with the amortization of our stock options. Expense associated with equity-based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock based compensation expense increased due to differences in the terms of option grants and the roll off of expense related to older grants offset by expense related to more recent grants.

Other Income (Expense)

A summary of our other income (expense) for the three months ended May 31, 2020 compared with the three months ended May 31, 2019:

	Three Months Ended May 31,				Increase /
	2020		2019		(Decrease)
Other Income (expense)::
Interest income	$	49,769	$	118,111	$	(68,342	)
Total operating expenses	$	49,769	$	118,111	$	(68,342	)

A summary of our other income (expense) for the nine months ended May 31, 2020 compared with the nine months ended May 31, 2019:

	Nine Months Ended May 31,					Increase /
	2020		2019			(Decrease)
Other Income (expense)::
Interest income	$	218,117	$	200,091		$	18,026
Interest expense		–		(128,239	)		(128,239	)
Accretion of debt discount		–		(663,918	)		(663,918	)
Total operating expenses	$	218,117	$	(592,066	)	$	(810,183	)

“Interest income” relates to the interest earned on our cash. “Interest expense” relates to the stated interest of our convertible promissory notes and bridge note. “Accretion of debt discount” represents the accretion of the discount applied to those notes as a result of the issuance and modification of detachable warrants and the beneficial conversion feature contained therein. As a result of the financing received by the Company on November 26, 2018, all outstanding debt was converted resulting in the elimination of further interest expense and an increase in accretion due to the recognition of all remaining debt discount related to the 2013 Note.

Liquidity and Capital Resources

Our principal source of liquidity is cash in the bank. As of May 31, 2020, the Company had $14,705,621 of cash compared to $16,604,011 as of August 31, 2019. We have financed our operations primarily from the sale of equity and debt securities.

Summary of Cash Flows

Presented below is a table that summarizes the cash provided or used in our activities and the amount of the respective increases or decreases in cash provided by (used in) those activities between the fiscal periods:

	Nine Months Ended May 31,						Increase /
	2020			2019			(Decrease)
Operating activities	$	(1,893,359	)	$	(1,909,896	)	$	16,537
Investing activities		(5,031	)		(596,651	)		591,620
Financing activities		–			19,800,000			(19,800,000	)
Net increase (decrease) in cash and cash equivalents	$	(1,898,390	)	$	17,293,453		$	(19,191,843	)

Operating Activities

Net cash used in operating activities increased $16,537 primarily due to increases in personnel costs.

Investing Activities

Net cash used in investing activities decreased due to fewer purchases of equipment.

Financing Activities

Net cash provided by financing activities decreased due to the Company being adequately financed for the foreseeable future as a result of the receipt of $19,800,000 from the November 2018 Private Placement.

Other Contractual Obligations

Other than our contractual obligations under the research agreements and office rent, as of May 31, 2020, we have no other obligations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

See Note 2 to our Financial Statements for more information regarding recent accounting pronouncements and their impact to our results of operations and financial position.

Critical Accounting Policies and Significant Judgments’ and Use of Estimates

We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our preparation of these financial statements and related disclosures requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates can also affect supplemental disclosures including information about contingencies, risk and financial condition. Critical accounting estimates are defined as those that are reflective of significant judgments and uncertainties and potentially yield materially different results under different assumptions or conditions. Given current facts and circumstances, we believe that our estimates and assumptions are reasonable, adhere to GAAP and are consistently applied. The accounting estimates that require our most significant estimates include stock compensation. We evaluate our estimates and judgments on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies are more fully described above under the Notes to Financial Statements “NOTE 2 – Summary of Significant Accounting Policies”.

New Accounting Standards to be Adopted Subsequent to May 31, 2020

None.

New Accounting Standards

For a discussion of our New Accounting Pronouncements, refer to “Note 2. Summary of Significant Accounting Policies to our Financial Statements” included in this Quarterly Report on Form 10-Q.

Related Party Transactions

For a discussion of our Related Party Transactions, refer to “Note 6 - Related Party Transactions” to our Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.

Corporate Information

SolarWindow Technologies, Inc., a Nevada corporation, was incorporated in 1998. The Company’s executive offices are located at 300 Main Street, Suite 6, Vestal, NY 13850. The Company’s telephone number is (800) 213-0689. Our Internet address is www.solarwindow.com. We make available free of charge through our Internet website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). The information accessible through our website is not a part of this Quarterly Report on Form 10-Q.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains or incorporates a number of “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based on current expectations, and are not strictly historical statements. In some cases, you can identify forward-looking statements by terminology such as “if,” “may,” “should,” “believe,” “anticipate,” “future,” “forward,” “potential,” “estimate,” “opportunity,” “goal,” “objective,” “growth,” “outcome,” “could,” “expect,” “intend,” “plan,” “strategy,” “provide,” “commitment,” “result,” “seek“ “pursue“ “ongoing“ “include” or in the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties and are not guarantees of performance, results, or the creation of shareholder value, although they are based on our current plans or assessments which we believe to be reasonable as of the date hereof.

We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements.

Factors that could cause actual results, events and developments to differ include, without limitation: the ability of our Company to generate sufficient net income and cash flows, capital market conditions, efficiencies/cost avoidance, cost savings, income and margins, growth, economies of scale, combined operations, future economic performance, litigation, potential and contingent liabilities, management’s plans, changes in regulations and taxes.

Forward-looking statements are not guarantees of performance. You should understand that the foregoing factors, in addition to those discussed under the section entitled “Risk Factors” in our SEC filings and in any documents incorporated by reference, could affect our future results and could cause actual results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. As a result, you should consider all of the relevant factors, together with all of the other information presented herein, in evaluating our business and that of our subsidiaries.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of May 31, 2020, that our disclosure controls and procedures were effective such that the information required to be disclosed in our SEC filings is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

COVID-19 Pandemic Impact and Risk

At this time, it is not possible to fully assess the impact of the COVID-19 pandemic on the Company’s operations and capital requirements. Should the COVID-19 pandemic continue, it may adversely affect the Company’s ability to (i) retain employees and consultants;, (ii) obtain additional financing on terms acceptable to the Company, if at all; (iii) delay regulatory submissions and approvals; (iv) delay, limit or preclude the Company from securing manufacturing sites or partnerships; (v) delay, limit or preclude the Company from achieving technology or product development goals, milestones, or objectives; and (vi) preclude or delay entry into joint venture or partnership arrangements. The occurrence of any one or more of such events may affect the Company’s ability to continue on its pathway to commercialization of its SolarWindow technology or products.

The Company’s priority and commitment is to the health and security of its team members, their families and its partners, while its important work continues through this unprecedented event.

Item 5. Other Information

The ECA provides that any party, at its option, may terminate the ECA with or without cause on 30 days prior written notice. If terminated by the Company without cause, subject to delivery to the Company, by each of VAMI and the Assigned Consultant, of an executed written general release of claims in favor of the Company and its affiliates in a form acceptable to the Company (the “Release”), within the timeframe set forth in the ECA and, if Mr. Bhogal then should be a director of the Company, his resignation therefrom, VAMI shall receive, in addition to any Accrued rights (A) the Prorated Bonus Payment , if any; and (B) the Base Fee in effect at termination, for twelve (12) months, payable in accordance with the normal payroll practices of the Company.

The foregoing summary of the ECA and the Stock Option are qualified in their entirety by reference to the ECA and the Stock Option Grant and Grant Agreement copies of which are attached to this Report as Exhibits 10.1 and 10.2 respectively.

The Company accepted the resignations of Steve Horovitz and Dr. Alastair Livesey as members of the Board of Directors and appointed John Rhee to the Board of Directors effective July 1, 2020. Mr. Rhee brings over 20 years of experience helping businesses in a variety of industries in the areas of strategic financing, mergers and acquisitions and portfolio management. Since 2013, Mr. Rhee has served as Chairman and Managing Director of Stratis Impact a Private Equity firm located in Hong Kong. From 2009 to 2013, Mr. Rhee served the Korean Ministry of Culture as a Senior Adviser and from 2004 to 2008 as Executive Director for Investment at Softbank. Mr. Rhee holds a J.D from Yale Law School and undergraduate degree from Cornell University.

Item 6. Exhibits

Exhibit No.		Description of Exhibit

10.1		Executive Consulting Agreement dated June 29, 2020 having an effective date of July 1, 2020 by and among SolarWindow Technologies, Inc., Vector Asset Management, Inc., and Jatinder S. Bhogal. *

10.2		Stock Option Grant and Grant Agreement dated as of June 29, 2020 between SolarWindow Technologies, Inc., Jatinder S. Bhogal and Vector Asset Management, Inc. and having an effective date of July 1, 2020.*

31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document**

____________________

*Filed herewith

** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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 thereunto duly authorized.

SolarWindow Technologies, Inc.

By:	/S/ Steve Yan-Klassen
	Steve Yan-Klassen
	Chief Financial Officer
	(Principal Financial Officer)
Date:	July 8, 2020

Exhibit 10.1

THIS EXECUTIVE CONSULTING AGREEMENT (this “Agreement”), dated as of June 29, 2020, (the “Effective Date”), is entered into by and among SolarWindow Technologies, Inc. (the “Company”), Vector Asset Management, Inc., a British Columbia, Canada corporation (“VAMI”), and the Assigned Consultant (as defined in the recitals below) who is a signatory to this Agreement. The Company, VAMI and the Assigned Consultant are sometimes collectively referred to as the “Parties” and individually as a “Party.”

Recitals:

WHEREAS, VAMI is in the business of providing business operations and development; and financial resource services;

WHEREAS, the VAMI and the Company are parties to that certain Consulting Agreement dated as of February 1, 2015 (the “Prior Agreement”) pursuant to which VAMI through its sole stockholder and employee, Mr. Jatinder S. Bhogal (the “Assigned Consultant”), was assigned by VAMI to provide, on its behalf, consulting services to the Company, which services included the Assigned Consultant’s services as a member of the Company’s Board of Directors (the “Board”); and

WHEREAS, the Company and VAMI desire to terminate the Prior Agreement and to enter into this Agreement so as to more fully provide for (i) an expansion of the Assigned Consultant’s services to include, but not be limited to his service, on a full time basis, as the Company’s President and Chief Executive Officer, as well as his continued service as a member of the Board and (ii) the compensation for the Services (as defined in Section 2.1 below) to be provided.

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

1. Term of Agreement. The respective duties and obligations of the Parties under this Agreement (the “Consulting Relationship”) shall commence on the Effective Date and shall continue until June 30, 2023 (the “Initial Term”), unless earlier terminated as provided in Section 4 of this Agreement. Anything herein to the contrary notwithstanding either Party may terminate this Agreement with or without cause at any time subject only to the notice provision set forth herein; provided, however, that the Initial Term and any Extended Term (as defined below) of this agreement shall be automatically extended (any such extended term being herein referred to as an “Extended Term”) annually thereafter for an additional year unless either party hereto gives written notice of its intention to terminate this Agreement, upon the expiration of the Initial Term or the Extended Term, at least 30 days prior to the expiration of the Initial Term or the Extended Term, as the case may be. Except as otherwise amended in writing, all of the terms and conditions of this Agreement shall remain in full force and effect during any Extended Term. The Initial Term together with any Extended Terms are collectively referred to as the “Consulting Term.”

2. Engagement and Duties Assigned Consultant.

2.1 Engagement; General Duties and Responsibilities. The Assigned Consultant, through VAMI, is hereby engaged to hold the office of the President and Chief Executive Officer of the Company during the Consulting Term. The Assigned Consultant shall have such duties and authority consistent with the position of President and Chief Executive Officer and such other positions and responsibilities as may be assigned to him from time to time by the Board, including, if, if requested by the Board, also serve as a member of the Board or as an officer or director of any affiliate of the Company for no additional compensation, subject to and in accordance with the terms and conditions of this Agreement.

2.2 Devotion of Entire Time to the Business of Company. VAMI will cause, and the Assigned Consultant agrees to, devote his entire time and best efforts to the performance of his duties for the Company (except for permitted vacation periods and reasonable periods of illness or other incapacity), and the Assigned Consultant shall not, directly or indirectly, engage or participate in any other employment or occupation, or in any activities which may conflict with his duties or the best interests of the Company. Notwithstanding the foregoing, nothing herein shall preclude the Assigned Consultant from: (i) serving, with the prior written consent of the Board, which consent may be withheld for any reason or no reason in the sole discretion of the Company’s Board, as a member of the board of directors or as an advisor (or their equivalents in the case of a non-corporate entity) (each an “Outside Service Capacity” and collectively, “Outside Service Capacities”), and in addition shall initially shall serve in the Outside Service Capacities for the entities set forth on Exhibit 2.2 to this Agreement and (ii) engaging in charitable activities and community affairs. The Board expressly reserves the right to withhold its consent to additional directorships following the date hereof, and, in the event of an identified conflict of interest with respect to Assigned Consultant’s duties and obligations to the Company, to withdraw its consent to (i) the Outside Service Capacities set forth on Exhibit 2.2 to this Agreement in the Board’s reasonable discretion and (ii) any other Outside Service Capacity approved by the Board following the date hereof, in the Board’s sole discretion.

2.3 Place of Performance. During the Term, the Assigned Consultant will be based in the Assigned Consultant’s home office, or from time to time at the Company’s offices at its headquarters’ location; although, the Assigned Consultant acknowledges and agrees that he may be required to travel to other locations, and to perform services in such other locations as requested by the Company or as appropriate to performing his services for the Company.

3. Compensation; Benefits; Expense Reimbursements.

3.1 Base Consulting Fee. VAMI shall receive an annual base consulting fee” as set forth on the compensation rider to this Agreement (the “Compensation Rider”) and attached hereto as Exhibit 3.1 and made a part hereof (the “Base Consulting Fee”).

3.2 Bonus Consulting Fee. VAMI shall be eligible to receive an annual discretionary bonus fee as set forth on the Compensation Rider to this Agreement and attached hereto as Exhibit 3.1 and made a part hereof (the “Discretionary Bonus Consulting Fee”).

3.3 Stock Option Grant.

3.3.1 The conditional stock option granted VAMI on June 8, 2020 having the terms and conditions set forth on the Compensation Rider to this Agreement and attached hereto as Exhibit 3.1 and made a part hereof (the “Stock Option”) shall be effective as of July 1, 2020.

3.3.2 VAMI hereby assigns and transfers the Stock Option to the Assigned Consultant and directs that the Stock Option be issued by the Company directly to and in the name of the Assigned Consultant, as to which assignment, transfer and issuance the Company agrees.

3.4 Reimbursement of Expenses. The Company shall reimburse VAMI, for pre-approved business expenses reasonably incurred by VAMI or the Assigned Consultant in carrying out their respective responsibilities and obligations under this Agreement and promoting the Company’s business will be reimbursed, including mileage and travel expenses in accordance with IRS guidelines within thirty days of submission to the Company of appropriate documentation of such expenses and a description of the purpose of such expenses (an “Expense Report”). Such Expense Report shall include the level of detail that is required of other Company executives generally. Such reimbursement will be made within 30 days after the submission of such Expense Report. VAMI and the Assigned Consultant’s, as applicable, reporting and expense reimbursement are governed by Company policies which are incorporated herein by reference as may be amended from time to time during the Consulting Term and subject to monthly review of the Company’s finance and accounting departments.

3.5 Withholding Taxes. The Company shall withhold from any amounts payable to the to VAMI or the Assigned Consultant, as the case may be, any amount it is required to withhold pursuant to applicable law.

3.6 Clawback Provisions. Notwithstanding any other provisions in this Agreement to the contrary, any incentive-based compensation, or any other compensation, paid to VAMI pursuant to this Agreement or any other agreement or arrangement with the Company which is subject to recovery under any law, government regulation, or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement (or any policy adopted by the Company pursuant to any such law, government regulation or stock exchange listing requirement).

4, Termination of Consulting Relationship. This Agreement and the Consulting Relationship hereunder may be terminated as follows:

4.1 Death. Automatically and immediately, in the event of the death of the Assigned Consultant.

4.2 Permanent Disability. If the Company determines in good faith that the Assigned Consultant has become Permanently Disabled, as defined below, during the Consulting Term in which event the Company shall have the right to give the Assigned Consultant notice of its intention to terminate his employment. In such event, the Assigned Consultant’s employment shall terminate effective as of the 30th day from the date of such notice, provided that, within the 30-day period after such receipt, the Assigned Consultant shall not have returned to full-time performance of his duties. For purposes of this Agreement, “Permanently Disabled” shall mean the inability of the Assigned Consultant to perform the essential functions of one or more of his primary duties as a result of his incapacity, despite any reasonable accommodation required by law, due to bodily injury or disease or any other mental or physical illness, which inability continues for a period of one hundred eighty (180) days, which need not be consecutive, within any three hundred sixty five (365) day period.

4.3 By the Company For Cause. Automatically and immediately upon providing notice to the Assigned Consultant at the option of the Company, after approval by the Board, for “Cause.” As used in this Agreement, “Cause” shall mean, in each case as determined in good faith by the Board: (i) the commitment by VAMI or the Assigned Consultant of any act involving fraud or moral turpitude, any act of dishonesty or breach of trust in connection with Assigned Consultant’s duties or obligations to the Company, (ii) willful misconduct or gross negligence by the Assigned Consultant in the performance of his duties to the Company, or refusal to comply with any reasonable direction of the Board, after the Assigned Consultant has been notified of such event in writing and has had thirty (30) days from receipt of such notice to cure such event (if capable of being cured), (iii) conviction of any felony, (iv) failure to deliver the Prior Inventions Schedule (as defined in Section 6.3.3), or (v) any material breach by Employee of his confidentiality and non-solicitation obligations to the Company.

4.4 By the Company Without Cause. At the option of the Company, at any time without Cause on thirty (30) days’ prior written notice thereof to the Assigned Consultant.

4.5 By VAMI or the Assigned Consultant. At the option of VAMI or the Assigned Consultant, at any time on thirty (30) days’ prior written notice thereof to the Company.

4.6 Expiration of Consulting Term. Automatically and immediately upon the expiration of the Employment Term following notice by either the Company, VAMI or the Assigned Consultant of its or his intention not to renew this Agreement for an additional one-year term pursuant to Section 1 of this Agreement.

5. Payments Upon Termination and Separation.

5.1 Death. Upon the termination of this Agreement due to the Assigned Consultant’s death, VAMI shall be entitled to receive only (i) the accrued and unpaid Base Annual Consulting Fee payable through the date of such termination; (ii) reimbursement for reasonable business expenses necessarily incurred by VAMI or the Assigned Consultant in the ordinary course of their respective duties and in accordance with the Company’s policies; (iii) a Prorated Discretionary Bonus Payment (as defined in the Compensation Rider) (prorated for the period of time in which the Assigned Consultant was actively at work on a full-time basis), if any; subsections (i) and (ii) of this Section 5.1 are hereinafter referred to as the “Accrued Rights.” Following the termination of the Consulting Relationship and this Agreements due to the Assigned Consultant’s death, except as set forth in this Section 5.1, neither VAMI nor the Assigned Consultant (and his legal representatives) shall have any further rights to any compensation or any other benefits under this Agreement.

5.2 Permanent Disability. Upon the termination of this Agreement due to the Assigned Consultant’s Permanently Disability pursuant to Section 4.2, VAMI shall be entitled to receive the Accrued Rights and the Prorated Discretionary Bonus Payment (prorated for the period of time in which the Assigned Consultant was actively at work on a full-time basis), if any. Following the termination of the Consulting Relationship and this Agreements due to the Assigned Consultant’s being Permanently Disabled, except as set forth in this Section 5.2, neither VAMI nor the Assigned Consultant (and his legal representatives) shall have any further rights to any compensation or any other benefits under this Agreement.

5.3 Termination for Cause. Upon the termination of this Agreement by the Company for Cause pursuant to Section 4.3, VAMI shall be entitled to receive only the Accrued Rights. Following the termination of this Agreement by the Company for Cause, except as set forth in this Section 5.3, neither VAMI nor the Assigned Consultant shall have any further rights to any compensation or any other benefits under this Agreement.

5.4 Termination Without Cause. Upon the termination of this Agreement by the Company without Cause pursuant to Section 4.4, other than in connection with a Change of Control as specified in Section 5.6 below, VAMI shall be entitled to receive (i) the Accrued Rights, and (ii) subject to delivery to the Company, by each of VAMI and the Assigned Consultant, of an executed written general release of claims in favor of the Company and its affiliates in a form acceptable to the Company (the “Release”) within 21 days following the date the Assigned Consultant has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date VAMI and the Assigned Consultant each returns the executed Release to the Company and, if the Assigned Consultant then should be a director of the Company, the Assigned Consultant’s resignation from the Board in accordance with Section 5.7 hereof, (A) the Prorated Bonus Payment; and (B) the Base Fee in effect at termination, for twelve (12) months, payable in accordance with the normal payroll practices of the Company (collectively, the “Severance Benefit”). Following the termination of this Agreement by the Company without Cause pursuant to Section 4.4, other than in connection with a Change of Control, except as set forth in this Section 5.4, neither VAMI nor the Assigned Consultant shall have any further rights to any compensation or any other benefits under this Agreement.

5.5 Resignation of Assigned Consultant; Non-Renewal by the Assigned Consultant or the Company. Upon the termination of this Agreement by the Assigned Consultant or VAMI, pursuant to Section 4.4 or the non-extension of the Initial Term or any Extended Term pursuant to Section 1 by any Party, VAMI shall be entitled to receive only the Accrued Rights. Following the termination of this Agreement by the Assigned Consultant or VAMI, pursuant to Section 4.4 or the non-extension of the Initial Term or any Extended Term pursuant to Section 1 by any Party, except as set forth in this Section 5.5, neither VAMI nor the Assigned Consultant shall have any further rights to any compensation or any other benefits under this Agreement.

5.6 Effect of Change of Control. In the event that, following a Change of Control (as defined below) this Agreement is terminated by the Company without Cause prior to the later of (a) the first anniversary of the Effective Date, or (b) within twelve (12) months of the Change of Control, then VAMI shall be entitled to receive (i) the Accrued Rights, (ii) the Prorated Bonus Payment, if any and (iii) subject to VAMI and the Assigned Consulting delivering to the Company the Release, within 21 days following the date the Assigned Consultant has been given a copy of the Release, and the expiration of the revocation period for such Release has become irrevocable by its terms within 7 days following the date on which each of VAMI and the Assigned Consultant returns the executed Release to the Company and, if the Assigned Consultant then should be a director of the Company, the Assigned Consultant’s resignation from the Board in accordance with Section 5.7 hereof, an amount equal to the Base Annual Consulting Fee in effect on the termination date multiplied by 1.5, which amount is payable in a lump sum within thirty (30) days; and (iv) the termination without Cause occurs prior to the first anniversary of the Effective Date, the vesting of all stock option grants set forth on Exhibit 3.1 regardless of date or condition of vesting, shall vest as of the date of such termination.

If, upon the Change of Control, (i) the Company shall cease to be a stand-alone publicly traded entity, or (ii) the acquiring entity is unwilling to assume the equity in an economically equivalent manner, then in either event, all equity shall be deemed to have vested two (2) days prior to the Change of Control, but only if such Change of Control shall actually be consummated. Following the termination of this Agreement as described in this Section 5.6 or otherwise in connection with a Change of Control, except as set forth in this Section 5.6, VAMI and the Assigned Consultant shall have no further rights to any compensation or any other benefits under this Agreement.

For the purposes this Agreement, “Change of Control” shall mean (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then outstanding shares of common stock of the Company (the “Common Stock”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the then outstanding Common Stock; provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of fifty percent (50%) or more of outstanding Common Stock shall not constitute a Change of Control, and provided, further, that any acquisition by an entity with respect to which, following such acquisition, more than fifty percent (50%) of the then outstanding equity interests of such entity, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Common Stock immediately prior to such acquisition of the outstanding Common Stock, shall not constitute a Change in Control; or (ii) the consummation of (a) a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Common Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock of the corporation resulting from Merger, or (iii) the sale or other disposition of all or substantially all of the assets of the Company, excluding (a) a sale or other disposition of assets to a subsidiary of the Company; and (b) a sale or other disposition of assets to any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then outstanding Common Stock.

5.7 Board Resignation as a Condition Precedent. Assigned Consultant agrees, as a condition to the receipt of the termination payments and benefits provided for in this Section 5, and notwithstanding giving the Release, that should Assigned Consultant be a director of the Company he shall automatically be deemed to have resigned from the Board of the Company whether or not such written resignation is tendered.

5.8 Termination of Consulting Relationship. For avoidance of doubt, termination of this Agreement for any reason whatsoever shall constitute an automatic termination of the Consulting Relationship unless the otherwise agreed in writing by the Parties.

6. Confidential Information and Invention Assignment Agreement.

6.1 Applicability to Past Activities. The Company, VAMI and the Assigned Consultant each acknowledge that VAMI and the Assigned Consultant have performed work, activities, services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of VAMI and the Assigned Consultant’s involvement with the Company, that would have been “services” if performed during the term of this agreement, for a period of time prior to the effective date of this agreement, including, but not limited to the period covered by the Prior Agreement (the “Prior Consulting Period”). Accordingly, if and to the extent that, during the Prior Consulting Period: (i) VAMI and the Assigned Consultant received access to any information from or on behalf of the Company that would have been confidential information (as defined below) if VAMI and the Assigned Consultant received access to such information during the term of this Agreement; or (ii) VAMI and the Assigned Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the company, or related to the current or prospective business of the Company in anticipation of VAMI and the Assigned Consultant’s involvement with the Company, that would have been an invention (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information that would have been a prior invention (as defined below) if incorporated into such item during the term of this agreement; then any such information shall be deemed “confidential information” hereunder and any such item shall be deemed an “Invention” or “Prior Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement.

6.2 Confidential Information.

6.2.1 Protection of Information. Each of VAMI and the Assigned Consultant understands that during the Consulting Relationship, the Company intends to provide Assigned Consultant with certain information, including Confidential Information (as defined below), without which Consultant would not be able to perform the Assigned Consultant’s duties to the Company. At all times during the term of the Consulting Relationship and thereafter, Assigned Consultant shall hold in strictest confidence, and not use, except for the benefit of the Company to the extent necessary to perform the Services, and not disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information that Assigned Consultant obtains from the Company or otherwise obtains, accesses or creates in connection with, or as a result of, the Services during the term of the Consulting Relationship, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Assigned Consultant or of others who were under confidentiality obligations as to the item or items involved. The Assigned Consultant shall not make copies of such Confidential Information except as authorized by the Company or in the ordinary course of the provision of Services.

6.2.2 Confidential Information. VAMI and the Assigned Consultant understand that “Confidential Information” means any and all information and physical manifestations thereof not generally known or available outside the Company and information and physical manifestations thereof entrusted to the Company in confidence by third parties, whether or not such information is patentable, copyrightable or otherwise legally protectable. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory and process notebooks, processes, formulas and formulations , techniques, device fabrication and materials, mask works, engineering and process designs and drawings, hardware and process configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom the Assigned Consultant called or with whom Assigned Consultant became acquainted during the Consulting Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial modeling and forecasts, historical financial data, budgets or other business or technology information disclosed to VAMI or the Assigned Consultant by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.

6.2.3 Third Party Information. VAMI and the Assigned Consultant’s agreements in this Section 6.2 are intended to be for the benefit of the Company and any third party that has entrusted information or physical material to the Company in confidence. During the term of the Consulting Relationship and thereafter, the Assigned Consultant will not improperly use or disclose to the Company any confidential, proprietary or secret information of VAMI or the Assigned Consultant’s former clients or any other person, and neither VAMI nor the Assigned Consultant will bring any such information onto the Company’s property or place of business or incorporate any such confidential, proprietary or secret information in connection with the Services.

6.2.4 Other Rights. This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information, including, but not limited to any rights set forth in the Prior Agreement, which by their terms survive termination.

6.2.5 U.S. Defend Trade Secrets Act. Notwithstanding the foregoing, the U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (iii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. See Exhibit 5.2 (e).

6.3 Ownership of Inventions.

6.3.1 Work for Hire. VAMI and the Assigned Consultant understand and agree that, to the extent permitted by law, all work, papers, reports, documentation, drawings, images, product ideas, service ideas, photographs, negatives, tapes and masters therefor, computer programs including their source code and object code, prototypes and other materials (collectively, “Work Product”), including, without limitation, any and all such Work Product generated and maintained on any form of electronic media, that VAMI or the Assigned Consultant generates, either alone or jointly with others, during employment with Company will be considered a “work made for hire,” and ownership of any and all copyrights in any and all such Work Product will belong to Company. In the event that any portion of the Work Product should be deemed not to be a “work made for hire” for any reason, each of VAMI and the Assigned Consultant hereby assigns, conveys, transfers and grants, and agrees to assign, convey, transfer and grant to Company all of their respective right, title, and interest in and to the Work Product and any copyright therein, and agrees to cooperate with Company in the execution of appropriate instruments assigning and evidencing such ownership rights. rights hereunder. Each of VAMI and the Assigned Consultant hereby waives any claim or right under “droit moral” or moral rights to object to Company’s copyright in or use of the Work Product. Any Work Product not generally known to the public shall be deemed Confidential Information and shall be subject to the use and disclosure restrictions herein.

6.3.2 Inventions. Each of VAMI and the Assigned Consultant understand that “Inventions” means discoveries, developments, concepts, designs, ideas, know how, modifications, improvements, derivative works, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. VAMI or the Assigned Consultant understands this includes, but is not limited to, any new product, machine or process, article of manufacture, technology or process related materials, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, synthesis, composition of matter or structure, design or configuration of any kind, or any improvement thereon. Each of VAMI and the Assigned Consultant understand that “Company Inventions” means any and all Inventions that Each of VAMI and the Assigned Consultant, or VAMI’s personnel or consultants may solely or jointly author, discover, develop, conceive, or reduce to practice in connection with, or as a result of, the Services performed for the Company or otherwise in connection with the Consulting Relationship, except as otherwise provided in Section 6.4 below.

6.3.3 Prior Inventions. To preclude any possible uncertainty with respect to Inventions, VAMI shall deliver, and cause the Assigned Consultant to deliver, within 30 calendar days of the Effective Date, a schedule (the “Prior Inventions Schedule”) setting forth a complete list of all prior inventions, discoveries, improvements, or works of authorship that VAMI or the Assigned Consultant has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of the Assigned Consultant ’s employment with the Company, that the Assigned Consultant considers to be Consultant ’s property or the property of third parties and that VAMI or the Assigned Consultant wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause VAMI or the Assigned Consultant to violate any prior confidentiality agreement, the Assigned Consultant understands that the Assigned Consultant is not to list such Prior Inventions in such attachment but is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. If no such disclosure is attached, Consultant represents and warrants that there are no Prior Inventions. If, in the course of the Assigned Consultant ’s engagement by the Company, VAMI or the Assigned Consultant incorporates a Prior Invention into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, VAMI or the Assigned Consultant agree that neither VAMI nor the Assigned Consultant will incorporate, or permit to be incorporated, Prior Inventions in any Company inventions without the Company’s prior written consent.

6.3.4 Use or Incorporation of Inventions. If VAMI or the Assigned Consultant incorporates any Inventions relating in any way to the Company’s business or demonstrably anticipated research or development that were conceived, reduced to practice, created, derived, developed or made by VAMI or the Assigned Consultant either outside the scope of VAMI or the Assigned Consultant’s Services for the Company under this Agreement or prior to the execution of this Agreement (collectively, the “Out-of-Scope Inventions”) into any of the Company Inventions, each of VAMI and the Assigned Consultant hereby grants to the Company a royalty-free, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to practice all applicable patent, copyright, moral right, mask work, Trade Secret and other intellectual property rights or know-how relating to any Out-of-Scope Inventions that Consultant incorporates, or permits to be incorporated, in any Company Inventions. VAMI and the Assigned Consultant agree that neither VAMI nor the Assigned Consultant will not incorporate, or permit to be incorporated, any Inventions or know-how conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Inventions into any Company Inventions without the Company’s prior written consent.

6.3.5 Assignment of Company Inventions. The VAMI and the Assigned Consultant, as the case may be, will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all of the VAMI or the Assigned Consultant’s, as the case may be, right, title and interest throughout the world in and to any and all Company Inventions and all patent, copyright, trademark, trade secret and other intellectual property rights and other proprietary rights therein. VAMI and the Assigned Consultant hereby waive and irrevocably quitclaim to the Company or its designee any and all claims, of any nature whatsoever, that VAMI and the Assigned Consultant now has or may hereafter have for infringement of any and all Company Inventions. Any assignment of Company Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Consultant hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law. If VAMI or the Assigned Consultant has any rights to the Company Inventions, other than Moral Rights, that cannot be assigned to the Company, VAMI and the Assigned Consultant, as the case may be, hereby unconditionally and irrevocably grants to the Company during the term of such rights, an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to reproduce, distribute, display, perform, prepare derivative works of and otherwise modify, make, have made, sell, offer to sell, import, practice methods, processes and procedures and otherwise use and exploit, such Company Inventions.

6.3.6 Related Rights. To the extent that VAMI or the Assigned Consultant owns or controls (presently or in the future) any patent rights, copyright rights, mask work rights, trade secret rights, trademark rights, service mark rights, trade dress or any other intellectual property or proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights assigned to Company under this Agreement (collectively, “Related Rights”), each of VAMI and the Assigned Consultant, as applicable, hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to make, have made, use, offer to sell, sell, import, copy, modify, create derivative works based upon, distribute, sublicense, display, perform and transmit any products, software, hardware, methods or materials of any kind that are covered by such Related Rights, to the extent necessary to enable Company to exercise all of the rights assigned to Company under this Agreement.

6.3.7 Maintenance of Records. Each of VAMI and the Assigned Consultant, as applicable, shall keep and maintain adequate and current written records of all Company Inventions made or conceived by Consultant or Consultant’s personnel (solely or jointly with others) during the term of the Consulting Relationship. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, laboratory and process notebooks, or any other format. The records will be available to and remain the sole property of the Company at all times. Neither VAMI nor the Assigned Consultant shall remove such records from the Company’s place of business or systems except as expressly permitted by Company policy which may, from time to time, be revised at the sole election of the Company for the purpose of furthering the Company’s business. Each of VAMI and the Assigned Consultant, as applicable, shall deliver all such records (including any copies thereof) to the Company at the time of termination of the Consulting Relationship as provided for in Section 10.15.

6.3.8 Intellectual Property Rights. Each of VAMI and the Assigned Consultant, as applicable, shall assist the Company, or its designee, at its expense, in every proper way in securing the Company’s, or its designee’s, rights in the Company Inventions and any copyrights, patents, trademarks, mask work rights, Moral Rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordings, and all other instruments which the Company or its designee shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, waive and shall never assert such rights, and in order to assign and convey to the Company or its designee, and any successors, assigns and nominees the sole and exclusive right, title and interest in and to such Company Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. VAMI’ or the Assigned Consultant’s obligation, as the case may be, to execute or cause to be executed, when it is in their respective power to do so, any such instrument or papers shall continue during and at all times after the end of the Consulting Relationship and until the expiration of the last such intellectual property right to expire in any country of the world. Each of VAMI and the Assigned Consultant hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as their respective agent and attorney-in-fact, to act for and in their respective behalf and stead to execute and file any such instruments and papers and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters patent, copyright, mask work and other registrations related to such Company Inventions. This power of attorney is coupled with an interest and shall not be affected by VAMI or the Assigned Consultant’s subsequent incapacity or unavailability.

6.4 Exception to Assignments. Subject to the requirements of applicable state law, if any, VAMI and the Assigned Consultant understands that the Company Inventions will not include, and the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to, any invention which qualifies fully for exclusion under the provisions of applicable law, if any. Generally, such laws, exclude any inventions, discoveries, trade secrets and improvements, whether or not patentable, that Consultant has developed entirely on its or his own time without using the Company's equipment, supplies, facilities, trade secret information or Confidential Information except for those inventions that either (i) relate at the time of conception or reduction to practice of the invention to the Company's business, or actual or demonstrably anticipated research or development of the Company or (ii) result from any work that was performed for the Company. VAMI and the Assigned Consultant will advise the Company promptly in writing of any inventions that it believes meet the foregoing criteria and not otherwise disclosed on Exhibit 6.3.3.

In order to assist in the determination of which inventions qualify for such exclusion, Consultant will advise the Company promptly in writing, during and for a period of twelve (12) months immediately following the termination of the Consulting Relationship, of all Inventions solely or jointly conceived or developed or reduced to practice by VAMI and the Assigned Consultant or VAMI’s personnel in connection with, or as a result of, the Services performed for the Company during the Term (and any extension thereof).

7. Non-Disparagement. During the Consulting Term and at all times thereafter, neither VAMI nor the Assigned Consultant shall make any derogatory comment concerning the Company or any of its current or former directors, officers, stockholders or employees. Similarly, the then current (i) members of the Board and (ii) members of the Company's senior management shall not make any derogatory comment concerning VAMI and the Assigned Consultant. Notwithstanding anything to the contrary herein, VAMI and the Assigned Consultant understands that nothing in this Agreement restricts or prohibits VAMI and the Assigned Consultant from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, and pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to the individual's attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).

8. Cooperation. During and after the Consulting Term, VAMI and the Assigned Consultant shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired during anytime in which the VAMI and Assigned Consultant were engaged by the Company. The Company shall fairly compensate VAMI and for the time of the Assigned Consultant and shall reimburse it for any reasonable out-of-pocket expenses incurred in connection with the Assigned Consultant’s performance of obligations pursuant to this Section 8. The Assigned Consultant’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness for the Company at mutually convenient times.

9. Non-Competition. Non-Competition and Non-Solicitation and Non-Circumvention.

9.1 Non-Competition. Except as authorized by the Company, during the Consulting Term and for a period of twelve (12) months thereafter, neither VAMI nor the Assigned Consultant will (except as an officer, director, stockholder, employee, agent or consultant of the Company or any subsidiary or affiliate thereof) either directly or indirectly, whether or not for consideration, (i) in any way, directly or indirectly, solicit, divert, or take away the business of any person who is or was a customer of the Company, or in any manner influence such person to cease doing business in part or in whole with Company; (ii) engage in a Competing Business; or (iii) except for investments or ownership in public entities, mutual funds and similar investments, none of which constitute more than 5% of the ownership (provided such ownership interest is acquired solely for investment purposes) or control of such entities, own, operate, control, finance, manage, advise, be employed by or engaged by, perform any services for, invest or otherwise become associated in any capacity with any person engaged in a Competing Business; or (iv) engage in any practice the purpose or effect of which is to intentionally evade the provisions of this covenant. For purposes of this section, “Competing Business” means any company or business which is engaged directly or indirectly in any Company Business carried on or planned to be carried on (if such plans were developed the term of the Consulting Relationship) by the Company; and “Company Business” means the Company’s business activities and operations as conducted during the term of the Consulting Relationship and all products conceived, planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company, together with all services provided or planned by the Company, during your Consulting Relationship with the Company.

9.2 Non-Solicitation and Non-Circumvention. For a period of twelve (12) months following the termination of the Consulting Term, neither VAMI nor the Assigned Consultant will directly or indirectly, whether for your account or for the account of any other individual or entity, solicit or canvas the trade, business or patronage of, or sell to, any individuals or entities that were investors, customers or employees of the Company during the Consulting Term, or prospective customers with respect to whom a sales effort, presentation or proposal was made by the Company or its affiliates, during the one year period prior to the termination of the Consulting Term. Without limiting the foregoing, Consultant shall not, directly or indirectly (i) solicit, induce, enter into any agreement with, or attempt to influence any individual who was an employee or consultant of the Company at any time during the Consulting Term, to terminate its, her or his relationship with the Company or to become employed or engaged by VAMI or any individual or entity by which Consultant may be engaged or for which it is acting as a consultant or advisor, and/or (ii) interfere in any other way with the employment, or other relationship, of any employee of, or consultant to, the Company.

9.3 Injunctive Relief. VAMI and the Assigned Consultant acknowledges and agrees that the covenants and obligations of Consultant set forth in this Agreement relate to special, unique and extraordinary Services rendered by VAMI and the Assigned Consultant to the Company and that a violation of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies are not available at law. Therefore, Consultant agrees that the Company shall be entitled to seek an injunction, restraining order or other temporary or permanent equitable relief (without the requirement to post bond) restraining VAMI and the Assigned Consultant from committing any violation of the covenants and obligations contained herein. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.

10. Miscellaneous.

10.1 Assignment. Neither this Agreement nor any right or interest hereunder shall be assignable by VAMI or the Assigned Consultant. This Agreement may be assigned by the Company without the consent of VAMI or the Assigned Consultant to a person or entity which is an affiliate or a successor in interest (by law or agreement) to substantially all of the assets or business operations of the Company. Upon any such assignment, the rights and obligations of the Company hereunder shall become the rights and obligations of such affiliate or successor person or entity.

10.2 Code of Ethics. VAMI and the Assigned Consultant acknowledge receipt of the Company’s “Code of Corporate Governance and Ethics,” and having read the same agree to abide by the terms thereof.

10.3 Entire Agreement.

10.3.1 This Agreement contain the entire understanding of the Parties with respect to the engagement of VAMI and the Assigned Consultant by the Company and supersede any prior agreements between the Parties (including the Prior Agreement”) relating to the subject matter herein, which agreements, are hereby mutually terminated and cancelled. Anything in the foregoing to the contrary notwithstanding, those provisions of the Prior Agreement that were to survive the termination thereof shall remain in full force and effect in accordance with their terms.

10.3.2 There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein or in the Confidentiality Agreement. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

10.4 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.

10.5 Waiver; Amendment.

10.5.1 No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver, unless specifically stated therein, and each waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than the act specifically waived.

10.5.2 This Agreement may be amended or modified only by mutual agreement of duly authorized representatives of the parties in writing.

10.6 Acknowledgment as to Legal Counsel. VAMI and the Assigned Consultant each acknowledges that they have had the opportunity to consult legal counsel and a tax advisor in regard to this Agreement, and that they have read and understand this Agreement. Each of VAMI and the Assigned Consultant is fully aware of the legal effect of this Agreement and has entered into it freely and voluntarily and based on its or his own judgment and not based on any representations or promises other than those contained herein.

10.7 Representations of Consultant; Absence of Conflicts. Each of VAMI and the Assigned Consultant represent and warrant to the Company that (i) each is entering into this Agreement voluntarily and that the engagement hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by either VAMI or the Assigned Consultant of any agreement to which either is a party or by which either may be bound, (ii) the engagement by the Company of VAMI and the Assigned Consultant, does not, and will not, violate any non-competition, non-solicitation or other similar covenant or agreement by which either is or may be bound, (iii) neither VAMI nor the Assigned Consultant has any outstanding commitments inconsistent with any of the terms of this Agreement or the Services to be rendered hereunder, and (iv) in connection within this engagement with the Company neither will use any confidential or proprietary information that may have obtained in connection with said engagement with any prior or future employer.

10.8 Notices. Any notice or other communication required or permitted pursuant to this Agreement shall be in writing and addressed as follows:

If to the Company:

SolarWindow Technologies, Inc.

300 Main Street

Suite 6

Vestal, New York 13850

Attention: Harmel S. Rayat, Chairman of the Board

Email: hsr@solarwindow.com

If to VAMI or the Assigned Consultant:

Vector Asset Management, Inc.

700 - 688 West Hastings Street
Vancouver, BC V6B 1P1

Attention: President & CEO

JSBhogal@vectorasset.com

or, to such other address or facsimile number as any Party shall have furnished to the other in writing in accordance with this Section 18.

Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

10.9 Currency. Unless otherwise stipulated, all payments required to be made pursuant to the provisions of this Agreement and all money amount references contained herein or in any exhibit or schedule hereto are in lawful currency of the United States.

10. 10 Surviving Provisions. Notwithstanding the termination of this Agreement and the Consulting Relationship, the rights and obligations contained in this Agreement, including without limitation Sections 5, 6, 7, 8, 9 and 10, which by their nature require performance following termination, shall survive any termination or expiration of this Agreement the terms and conditions set forth in of this Agreement shall survive any termination of this Agreement.

10.11 Execution by All Parties; Counterparts; Delivery by Email or Facsimile.

10.11.1 This Agreement shall not be binding or enforceable unless and until executed on behalf of all parties hereto.

10.11.2 This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by the Company, VAMI and the Assigned Consultant and delivered to the other, it being understood that the Company and Consultant need not sign the same counterpart. This Agreement may be executed by facsimile or email signature and a facsimile or email signature shall constitute an original for all purposes.

10.11.3 This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or email, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of a Party hereto or to any such agreement or instrument, each other Party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No Party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or email as a defense to the formation or enforceability of a contract and each such Party forever waives any such defense.

10.12 Construction. The Company, VAMI and the Assigned Consultant have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Company, VAMI and the Assigned Consultant and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

10.13 Interpretation.

10.13.1 For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Exhibits and Schedules refer to the Sections of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Any Exhibits or Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

10.13.2 Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular forms of nouns and pronouns shall include the plural, and vice versa. The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. Section references are to sections of this Agreement unless otherwise specified. Any reference herein to “Consultant” shall mean both VAMI and the Assigned Consultant.

10.14 Indemnification.

10.14.1 Indemnification of Consultant by the Company. The Company shall indemnify, defend and hold Consultant its subsidiaries, affiliates, officers, directors and employees harmless from and against any and all liabilities, obligations, losses, claims, damages, costs, charges or other expenses of any kind (including, but not limited to, reasonable attorneys’ fees and legal costs) (collectively, “Claims”) which arise out of or result from any breach or alleged breach of this Agreement by the Company. The Assigned Consultant shall be covered by any directors and officers insurance policies (the “D&O Insurance”), with such indemnification to be on terms determined by the Board or any of its committees, but on terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate written indemnification agreement.

10.14.2 Indemnification of Company by Consultant. Each of VAMI and the Assigned Consultant, jointly and severally, shall indemnify, defend and hold harmless the Company, its subsidiaries, affiliates, officers, directors and employees, from and against any and all Claims which arise out of, or result from, any breach or alleged breach of this Agreement by Consultant or any claim arising out of Consultant’s negligence or wanton or willful misconduct in the performance of its obligations under this Agreement.

10.15 Ownership and Return of Company Property. All materials furnished to Consultant by the Company, including Confidential Information, whether delivered to Consultant by the Company or made by Consultant in the performance of services under this Agreement (collectively, the “Company Property”) are the sole and exclusive property of the Company, and Consultant hereby does and will assign to the Company all rights, title and interest Consultant may have or acquire in the Company Property. At the Company’s request and no later than five (5) days after such request, Consultant shall, at the Company’s option, destroy or deliver to the Company (i) all Company Property, (ii) all tangible media of expression in Consultant’s possession or control that incorporate or in which are fixed any Confidential Information of the Company, and (iii) written certification of Consultant’s compliance with Consultant’s obligations under this Agreement.

10.16 Equitable Remedies. Each Party hereto acknowledges that the other Parties hereto would be irreparably damaged in the event of a breach or threatened breach by such Party of any of its obligations under this Agreement and hereby agrees that in the event of a breach or a threatened breach by such Party of any such obligations, each of the other Parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to an injunction from a court of competent jurisdiction (without any requirement to post bond) granting such parties specific performance by such Party of its obligations under this Agreement. In the event that any party files a suit to enforce the covenants contained in this Agreement or obtain any other remedy in respect of any breach thereof), the prevailing Party in the suit shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conduction the suit, including reasonable attorney’s fees and expenses.

10.17 Governing Law. Any term or provision of this Agreement that is invalid or unenforceable for any reason whatsoever that provision shall be divisible from this Agreement and shall be deemed to be deleted from it and the validity of the remaining provisions shall not be affected. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Nevada without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Nevada or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Nevada. In the event of any action being commenced hereunder, each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York, City of New York, County of New York, for the adjudication of any dispute hereunder or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, 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, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each Party 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 to such Party at the address for such notices to it under this Agreement 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 PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the dates set forth below to be effective as of the Effective Date.

VECTOR ASSET MANAGEMENT, INC.




By:	__________________________________________	Dated: June 29, 2020
Name:	Jatinder S. Bhogal
Title:	President


ASSIGNED CONSULTANT




	__________________________________________	Dated: June 29, 2020
Name:	Jatinder S. Bhogal


SOLARWINDOW TECHNOLOGIES, INC.




By:	__________________________________________	Dated: June 29, 2020
Name:	Harmel S. Rayat
Title:	Chairman of the Board, Authorized Signatory

EXHIBIT 2.2

TO THE CONSULTING AGREEMENT DATED JUNE 29, 2020

BY AND AMONG

SOLARWINDOW TECHNOLOGIES, INC.,

VECTOR ASSET MANAGEMENT, INC.

AND

JATINDER S. BHOGAL

(THE “CONSULTING AGREEMENT”)

*****

OUTSIDE SERVICE CAPACITIES

Capitalized terms used in this Exhibit 2.2 and not otherwise defined shall have the meaning ascribed thereto in the Consulting Agreement.

VAMI and the Assigned Consultant as of July 1, 2020 provide, and anticipate continuing to provide, during the Consulting Term, consulting services to the following entities:

RenovaCare, Inc.

StemCell Systems GmbH

GlobalOne Sciences Corp.

RevyvLife Sciences Inc.

MicroTransplant Technologies

Cosmic Medical

EXHIBIT 3.1

TO THE CONSULTING AGREEMENT DATED JUNE 29, 2020

BY AND AMONG

SOLARWINDOW TECHNOLOGIES, INC.,

VECTOR ASSET MANAGEMENT, INC.

AND

JATINDER S. BHOGAL

(THE “CONSULTING AGREEMENT”)

*****

COMPENSATION RIDER

Capitalized terms used in this Exhibit 3.1 and not otherwise defined shall have the meaning ascribed thereto in the Consulting Agreement.

1. Annual Base Consulting Fee

(a) During the Initial Term, in consideration of the Services to be provided, inclusive of those provided by the Company shall pay VAMI an annual base consulting fee of $410,000 (the “Base Annual Consulting Fee”) payable in accordance with the Company’s general payroll policies.

(b) Not less than yearly, the Board shall evaluate the Base Annual Consulting Fee in light of the performance of Consultant and the Company and in its discretion increase such fee as the Board deems appropriate.

2. Discretionary Annual Performance Bonus

(a) During the Consulting Term, in the sole discretion of the Board, following each calendar year of employment, the Employee may be eligible to receive a discretionary cash bonus, of up to forty percent (40%) of the Employee’s Base Salary (the “Discretionary Annual Performance Bonus”), based on Consultant’s achievement relative to certain performance goals (“Performance Goals”) to be established by the Board. The determination of whether Consultant has met the Performance Goals for any given year, and if so, the amount of any Discretionary Annual Performance Bonus that will be paid for such year, if any, shall be determined by the Board in its sole and absolute discretion. In order to be eligible to earn or receive any Discretionary Annual Bonus the Consulting Relationship must remain effective through and including the end of the year with respect to which such Discretionary Annual Performance Bonus is awarded and earned. Any awarded Discretionary Annual Performance Bonus will be paid no later than March 15th of the calendar year immediately following the calendar year with respect to which the Discretionary Annual Bonus was awarded (the “Bonus Payment Date”). Any bonus with respect to the 2020 calendar year, if any, will be prorated to reflect the period during which the Employee was employed.

(b) Notwithstanding the foregoing, if the Company (A) terminates the Consulting Agreement without Cause pursuant to Section 4.4 or (B) in the event that the Consulting Agreement is terminated pursuant to Section 4.1 as a result of the Employee’s death or Permanent Disability (as defined in, and pursuant to Section 4.2), in any case prior to the last day of the calendar year with respect to which the Discretionary Annual Performance Bonus is to be paid, VAMI may receive, at the discretion of the Board, a prorated portion of any Discretionary Annual Performance Bonus, that the Board, in its sole discretion, may award (prorated, as to any such calendar year, through the date of such termination), which prorated portion shall be paid in any case on the Bonus Payment Date (the “Prorated Performance Bonus Payment”).

3. Stock Option Award

(a) 2020 Option Grant: The Company granted VAMI a conditional non-statutory stock option on June 8, 2020 (the “Stock Option”) having the terms set forth below. The Stock Option was subject to the execution of and delivery of a definitive employment agreement which condition has been satisfied and the Stock Option shall be effective as of the Effect Date of the Consulting Agreement. The Stock Option granted VAMI the right to purchase 2,500,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”) at a purchase price of $2.60 per share, the closing price of the Company’s common stock on June 8, 2020. The Stock Option has a six-year term, and subject to the terms and conditions of the Stock Option Grant and Grant Agreement dated June 29, 2020 and effective July 1, 2020 (the “Grant Agreement”), vests and is exercisable at the prices set forth in the table below.

Vesting Date	Number of Shares Vesting	Initial Exercise Price
July 1 2020*	1,250,000	$2.60**
June 30, 2021***	1,250,000	$2.60**

* The Effective Date of the Consulting Agreement; and

** Closing price of the Common Stock on June 8, 2020, the date of grant.

***One day before the 1^st anniversary date of the Effective Date of the Consulting Agreement.

In the event that, following a Change of Control (as defined in the Grant Agreement), the Company Relationship is terminated on or prior to the 1^st anniversary of Effective Date, then all unvested stock option hereunder, regardless of date or condition of vesting, shall vest as of the date of such termination. If, upon the Change of Control, (i) the Company shall cease to be a stand-alone publicly traded entity, or (ii) the acquiring entity is unwilling to assume the equity in an economically equivalent manner, then in either event, all equity shall be deemed to have vested two (2) days prior to the Change of Control, but only if such Change of Control shall actually be consummated.

The exercise price of the Stock Option shall be paid:

(i) in cash or by certified check or bank draft payable to the order of the Company;

(ii) by delivering, along with a properly executed exercise notice to the Company, a copy of irrevocable instructions to a broker to deliver promptly to the Company the aggregate exercise price and, if requested by the Optionee, the amount of any applicable federal, state, local or foreign withholding taxes required to be withheld by the Company, provided, however, that such exercise may be implemented solely under a program or arrangement established and approved by the Company with a brokerage firm selected by the Company;

(iii) at any time prior to the Company’s listing of any of its securities for trading on a national stock exchange, pursuant to “a net issue” or “cashless” exercise basis; or

(iv) by any other procedure approved by the Board or its Compensation Committee, if any, or by a combination of the foregoing.

(b) Pursuant to the terms of the Consulting Agreement VAMI has assigned and transferred the 2020 Option Grant to the Assigned Consultant and has directed the Company to issue the option directly to and in the name of the Assigned Consultant.

(c) The Board in its discretion may during the Consulting Term grant such additional equity awards to VAMI as it deems appropriate.

Exhibit 10.2

Stock Option Grant and Grant Agreement

Pursuant to The

SolarWindow Technologies, Inc. 2006 Incentive Stock Option Plan

This Stock Option Grant and Grant Agreement dated as of June 29, 2020 between SolarWindow Technologies, Inc., a Nevada Corporation having an office at 300 Main Street Suite 6, Vestal, New York 13850 (the “Company”), and Jatinder S. Bhogal (the “Optionee”). The effective date of this Agreement is July 1, 2020.

On June 8, 2020, the Optionee, a director of the Company, and the Company entered into a Memorandum of Understanding outlining the general terms and conditions of a proposed consulting arrangement between the Company and Vector Asset Management, Inc., a Canadian corporation wholly-owned by the Optionee (“VAMI”); among the terms was a condition that the Company grant a provisional stock option to VAMI the effectiveness of which was conditioned upon the negotiation, execution and delivery of a definitive consulting agreement no later than June 30, 2020 (the “Conditional Option Grant”).

Pursuant to the Conditional Grant, the Optionee has the right, but not the obligation, to purchase up to 2,500,000 shares of the Company’s common stock at a per share purchase price of $2.60, the closing price of the Company’s common stock on the OTC Markets Pink Sheets on June 8, 2020 (the “Conditional Option Grant Date”)

The Optionee, VAMI and the Company signed and delivered an Executive Services Consulting Agreement on June 29, 2020, and effective as of July 1, 2020 (the “Consulting Agreement”), pursuant to which and at the direction of VAMI, the Optionee will (i) provide executive consulting services to the Company and assume the title of, and have the duties and responsibilities associated with, the Company’s President and Chief Executive Officer and continue to serve on the Company’s Board of Directors (collectively, the “Company Relationship”).

The Conditional Option Grant became effective as of July 1, 2020 (the “Effective Date”) and is referred to as the “Stock Option” in the remainder of this Agreement.

Pursuant to the terms of the Consulting Agreement, VAMI assigned and transferred the Stock Option to the Optionee and directed the Company to issue the Stock Option directly to and in the name of the Optionee.

The Stock Option is a non-statutory stock option and is being issued pursuant to the Company’s 2006 Incentive Stock Plan (the “2006 Plan”).

The Stock Option has a term of six (6) years; and, vesting as to 50% thereof on the Effective Date and as to the remaining 50% on June 30, 2021.

Accordingly, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived here from, the parties hereto agree as follows:

1. Grant of Stock Option.

Subject to the provisions of this Agreement, the Consulting Agreement and the 2006 Plan the Company, hereby grants to the Optionee as of July 1, 2020 (the “Grant Date”) the Stock Option conferring on the Optionee the right, but not the obligation, to purchase up to 2,500,000 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), which shares shall become vested and exercisable according to the schedule and at the exercise price set forth in Section 2 hereof. Unless earlier terminated pursuant to the terms of this Agreement, the Stock Option shall expire on the sixth anniversary of the date hereof. Unless otherwise specified, capitalized terms not defined herein shall have the meaning set forth in the Plan.

2. Vesting and Exercisability of the Stock Option.

(a) Vesting. Subject to the Company Relationship continuing through the dates set forth below and the other provisions of this Agreement, the Stock Option shall vest as follows:

Vesting Date	Number of Shares Vesting and as to Which This Stock Option is Exercisable	Initial Exercise Price
July 1, 2020	1,250,000	$2.60
June 30, 2021	1,250,000	$2.60

Except as otherwise specifically provided herein, upon the termination the Company Relationship the portion of the Stock Option that is not vested as of such dates shall cease vesting and terminate immediately.

(b) Acceleration upon Change in Control. In the event that, following a Change of Control (as defined below), the Company Relationship is terminated on or prior to the 1^st anniversary of Effective Date, then all unvested stock option hereunder, regardless of date or condition of vesting, shall vest as of the date of such termination. If, upon the Change of Control, (i) the Company shall cease to be a stand-alone publicly traded entity, or (ii) the acquiring entity is unwilling to assume the equity in an economically equivalent manner, then in either event, all equity shall be deemed to have vested two (2) days prior to the Change of Control, but only if such Change of Control shall actually be consummated.

For the purposes this Agreement, “Change of Control” shall mean (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then outstanding shares of common stock of the Company (the “Common Stock”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the then outstanding Common Stock; provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries of fifty percent (50%) or more of outstanding Common Stock shall not constitute a Change of Control, and provided, further, that any acquisition by an entity with respect to which, following such acquisition, more than fifty percent (50%) of the then outstanding equity interests of such entity, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Common Stock immediately prior to such acquisition of the outstanding Common Stock, shall not constitute a Change in Control; or (ii) the consummation of a reorganization, merger or consolidation (any of the foregoing, a “Merger”), in each case, with respect to which all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Common Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock of the corporation resulting from Merger, or (iii) the sale or other disposition of all or substantially all of the assets of the Company, excluding (a) a sale or other disposition of assets to a subsidiary of the Company; and (b) a sale or other disposition of assets to any individual, entity or group which, as of the date of this Agreement, beneficially owns more than ten percent (10%) of the then outstanding Common Stock.

(c) If the Company Relationship is terminated by the Company prior to the 1^st anniversary of the Grant Date without Cause, then all unvested stock option hereunder, regardless of date or condition of vesting, shall vest as of the date of such termination. Cause for purposes of this Grant Agreement shall mean any termination of the Company Relationship by the Company due to misconduct or unsatisfactory performance for any of the following reasons: (i) commission and conviction of a crime against the Company, its affiliates, customers or employees; (ii) commission and conviction of any other crime or violation of law, statute or regulation that creates an inability to perform job duties; and (iii) breach of the terms and conditions of the Consulting Agreement which constitute “Cause” as defined in the Consulting Agreement.

3. Method of Exercise of the Stock Option.

(a) To the extent that all or a portion of the Stock Option has vested, it may be exercised as to such vested amount by delivery to the Company of a written or electronic notice, substantially in the form of Exhibit A hereto (the “Exercise Notice”), stating the number of whole shares to be purchased pursuant to this Agreement; the Exercise Notice shall be accompanied by payment of the full purchase price of the shares of Common Stock to be purchased. Fractional share interests, if any, shall be disregarded except that they may be accumulated.

(b) The exercise price of the Stock Option shall be paid:

(i) in cash or by certified check or bank draft payable to the order of the Company;

(iii) at any time prior to the Company’s listing of any of its securities for trading on a national stock exchange, pursuant to “a net issue” or “cashless” exercise pursuant to Section 3(c) below; or,

(iv) by any other procedure approved by the Board or its Compensation Committee, if any, or by a combination of the foregoing.

(c) Subject to the provisions of Section 3(b) (iii) above, in lieu of exercising this Stock Option pursuant to Section 3(b) (i) and (ii) above the Optionee may elect to receive Option Shares equal to the value of this Stock Option (or portion thereof being exercised) by delivery of the Exercise Notice together with this Stock Option Agreement to the Company, in which event the Company shall issue to the Optionee a number of Option Shares computed using the following formula:

Y (A-B)

X = ———————

Where:

	X =	the number of the Option Shares to be issued to the Optionee;
	Y =	the number of the vested Option Shares purchasable under this Stock Option or if only a portion of this Stock Option is being exercise, the portion being exercised;
	A =	the fair market value of one share of the Company’s common stock on the date prior to the date of exercise; and
	B =	the per share Exercise Price (as adjusted to the date of such calculation).

For purposes of this Section 3(c), the “per share fair market value” of the Option Shares shall mean:

(i) If the Company’s Common Stock is publicly traded, the per share fair market value of the Warrant Shares shall be the closing price of the Common Stock as quoted on the OTC Market Group’s Pink Sheets, or on such other exchange or trading platform on which the Company’s Common Stock may then be listed or quoted for trading, on the trading day immediately preceding the date of exercise;

(ii) If the Company’s Common Stock is not so publicly traded, the per share fair market value of the Option Shares shall be such fair market value as is determined in good faith by the Board of Directors of the Company after taking into consideration factors it deems appropriate, including, without limitation, recent sale and offer prices of the capital stock of the Company in private transactions negotiated at arm’s length.

4. Termination of the Company Relationship Other Than Due to Death or Disability.

(a) Except as provided in (i) Section 4(b) below with regard to the Optionee’s termination of the Company Relationship for Cause or following an event that would be grounds for a termination of the Company Relationship for Cause, and (ii) Section 5 below with regard to the termination of the Company Relationship due to death or Disability of the Optionee, in the event of the Optionee’s (or VAMI’s) termination of the Company Relationship, the portion of the Stock Option, if any, which is vested and exercisable at the time of such termination may be exercised prior to the first to occur of (a) the expiration of the a two year period which commences on the date of termination and expires on the second anniversary of such date of termination or (b) the expiration date of the term of this Stock Option. There shall be no further vesting after the date of such termination of the Company Relationship.

(b) In the event of the Optionee’s (or VAMI’s) termination of the Company Relationship for Cause (as defined in the Consulting Agreement) or by the Company without Cause, the Optionee’s entire Stock Option (whether or not vested) shall vest and may be may be exercised prior to the first to occur of (a) the expiration of the a two year period which commences on the date of termination and expires on the second anniversary of such date of termination or (b) the expiration date of the term of this Stock Option.

(c) In the event of the termination of the Company Relationship by the Company for Cause, all unvested and vested and unexercised options shall be forfeited and canceled in its entirety upon the date such termination of the Company Relationship. There shall be no further vesting after the date of such termination of the Company Relationship.

(d) Nothing in this Agreement or the Plan shall confer upon the Optionee any right to continue in the service of the Company or any of its subsidiaries or affiliates or interfere in any way with the right of the Company or any such subsidiaries or affiliates to terminate the Company Relationship at any time, in its sole discretion.

5. Death or Disability of Optionee.

5.1 In the event of the termination of the Company Relationship due to death (or, in the event of the Optionee’s death following termination of the Company Relationship while the Stock Option remains exercisable) the portion of the Stock Option, if any, which is exercisable at the time of death may be exercised by the Optionee’s estate or by a person who acquired the right to exercise such Stock Option by bequest or inheritance or otherwise by reason of the death of the Optionee at any time prior to the first to occur of (a) the expiration of the a one year period which commences on the date of termination and expires on the first anniversary of such date of termination or (b) the expiration date of the term of this Stock Option. There shall be no further vesting after the date of such termination of the Company Relationship.

5.2 In the event of the Optionee’s termination of the Company Relationship due to Permanent Disability (as defined below) of the Optionee, the portion of the Stock Option, if any, which is exercisable at the time of such termination of the Company Relationship may be exercised by the Optionee or the Optionee’s guardian or legal representative at any time prior to the first to occur of (a) the expiration of the a one year period which commences on the date of termination and expires on the first anniversary of such date of termination or (b) the expiration date of the term of this Stock Option. There shall be no further vesting after the date of such termination of the Company Relationship. For purposes of this Agreement, “Permanent Disability” shall mean the inability of the Employee to perform the essential functions of one or more of his primary duties as a result of his incapacity, despite any reasonable accommodation required by law, due to bodily injury or disease or any other mental or physical illness, which inability continues for a period of sixty (60) Business Days, which need not be consecutive, within any three hundred sixty five (365) day period. A “Business Day” shall mean any day other than weekends and US federal holidays.

6. Non-transferability of the Stock Option. The Stock Option is non-transferable by the Optionee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order, and the Stock Option may be exercised, during the lifetime of the Optionee, only by the Optionee or by the Optionee’s guardian or legal representative or any transferee described above.

7. Tax Matters.

7.1 The Stock Option is intended to be a Non-statutory Stock Option and shall not be treated as an incentive stock option within the meaning of Section 422(b) of the Code.

7.2 At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee hereby authorizes withholding from payroll and any other amounts payable to the Optionee, and otherwise agrees to make adequate provision for (including by means of a Cashless Exercise to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any shares acquired upon exercise of the Option, (iii) the operation of any law or regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any shares acquired upon exercise of the Option. The Optionee is cautioned that the Option is not exercisable unless the tax withholding obligations of the Company are satisfied. Accordingly, the Optionee may not be able to exercise the Option when desired even though the Option is vested, and the Company shall have no obligation to issue a certificate for such shares or release such shares from any escrow provided for herein.

7.3 The Optionee should consult with a tax advisor before exercising the Stock Option or disposing of the Shares to obtain advice as to the consequences of such exercise or disposition.

8. Rights as a Stockholder. An Optionee or a transferee, if any, of the Stock Option shall have no rights as a stockholder with respect to any shares covered by such Stock Option until the date when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date a stock certificate is issued, except as provided in the Plan.

9. Adjustment in the Event of Change in Stock. In accordance with the 2006 Plan, in the event of any change in Corporate capitalization (including, but not limited to, a change in the number of shares of Common Stock outstanding), and the number and kind of shares subject to the Stock Option and/or the exercise price per share will be adjusted. The determination of the Board or a duly appointed Compensation Committee thereof regarding any adjustment will be final and conclusive.

10. No Guarantee of Continued Service. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING THE COMPANY RELATIONSHIP OR BUSINESS RELATIONSHIP AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING ENGAGED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED THE COMPANY RELATIONSHIP FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

11. Other Restrictions.

11.1 Board Discretionary Action. The exercise of the Stock Option shall be subject to the requirement that, if at any time the Board or its Compensation Committee, if any, shall determine that (i) the listing, registration or qualification of the shares of Common Stock subject or related thereto upon any securities exchange or under any state or federal law, or (ii) the consent or approval of any government regulatory body or (iii) an agreement by the Optionee with respect to the disposition of shares of Common Stock is necessary or desirable as a condition of, or in connection with, such exercise or the delivery or purchase of shares pursuant thereto, then in any such event, such exercise shall not be effective unless such listing, registration, qualification, consent, or approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Board or its Compensation Committee, if any.

11.2 Restrictions on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of shares of Stock upon exercise of the Stock Option shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. The Stock Option may not be exercised if the issuance of shares of Stock upon exercise would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. THE OPTIONEE IS CAUTIONED THAT THE STOCK OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE STOCK OPTION IS VESTED. Questions concerning this restriction should be directed to the Company’s General Corporate Counsel or the Chief Financial Officer of the Company. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Stock Option shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of the Stock Option, the Company may require the Optionee to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

11.3 Legends. The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock subject to the provisions of this Agreement. The Optionee shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to the Stock Option in the possession of the Optionee in order to carry out the provisions of this Section. The Company may, but will in no event be obligated to, register any securities issuable upon the exercise of all or any portion of the Stock Option pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other affirmative action in order to cause the exercise of the Stock Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority. The certificates representing shares issued to Optionee hereunder shall bear such legends as Company determines appropriate referring to restrictions on the transfer of such shares imposed by this Agreement and such other legends as are required or appropriate under applicable law.

11.4 Trading Restrictions. The Company may establish periods from time to time during which the Optionee’s ability to engage in transactions involving the Company’s stock is subject to specific restrictions (“Restricted Periods”). Notwithstanding any other provisions herein, the Optionee may not exercise Stock Options during an applicable Restricted Period unless such exercise is specifically permitted by the Company (in its sole discretion). The Optionee may be subject to a Restricted Period for any reason that the Company determines appropriate, including, Restricted Periods generally applicable to employees or groups of employees or Restricted Periods applicable to the Optionee during an investigation of allegations of misconduct or conduct detrimental to the Company by the Optionee.

12. Notices.

12.1 Any notice or other communication required or permitted pursuant to this Agreement shall be in writing and addressed as follows:

If to the Company:

SolarWindow Technologies, Inc.

300 Main Street

Suite 6

Vestal, New York 13850

Attention: Harmel S. Rayat, Chairman of the Board

Email: hsr@solarwindow.com

If to the Optionee, to the following address:

Vector Asset Management, Inc.

700 - 688 West Hastings Street
Vancouver, BC V6B 1P1

Attention: President & CEO

JSBhogal@vectorasset.com

or, to such other address or facsimile number as any Party shall have furnished to the other in writing in accordance with this Section 12.

12.2 Notices sent in accordance with this Section shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.

13. Effect of Agreement. Except as otherwise provided hereunder, this Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company, and to any transferee or successor of the Optionee pursuant to Section 6.

14. Severability. The invalidity or enforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If the final judgment of a court of competent jurisdiction declares that any provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power, and is hereby directed, to reduce the scope, duration or area of the provision, to delete specific words or phrases and to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision and this Agreement shall be enforceable as so modified.

15. Conflicts and Interpretation. This Agreement is subject to all the terms, conditions and provisions of the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, any term which is not defined in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern including, without limitation, the provisions thereof pursuant to which the Board or its Compensation Committee, if any has the power, among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules and regulations relating to the Plan and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan.

16. Headings. The headings of Sections herein are included solely for convenience of reference and shall not affect the meaning or interpretation of any of the provisions of this Agreement.

17. Amendment. This Agreement may not be modified, amended or waived except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

18. Term.

18.1 The term of this Agreement is six years from the Grant Date, unless terminated prior to such date in accordance with the provisions herein. The Stock Option shall terminate and may no longer be exercised on the first to occur of (i) the Option Expiration Date; (ii) the last date for exercising the Option following termination of the Company Relationship as described in Sections 4 and 5; (iii) under the circumstances described in Section 18.2 below; or (iv) a Change in Control to the extent provided in Section 3.

18.2 Notwithstanding any other provision of this Agreement, after voluntary or involuntary termination of the Company Relationship for any reason, the Optionee or VAMI, in the sole judgment of the Company, breaches any of the provisions of the Consulting Agreement surviving termination thereof, then to the greatest extent permitted by applicable law: to the extent this Option has not yet been exercised, it shall immediately cease to be exercisable and shall be, and shall be deemed, cancelled.

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile or scanned copy will have the same force and effect as execution of an original, and a facsimile or scanned signature will be deemed an original and valid signature.

20. Other Agreements. Nothing in this Agreement alters, amends, supersedes, or modifies any other agreements, or contractual provisions of other agreements, between the Participant and the Company (including but not limited to consulting agreements, nondisclosure agreements or restrictive covenants), all such other agreements being wholly separate and apart from this Agreement.

21. Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Exhibits and Schedules refer to the Sections of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Any Exhibits or Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

22. Laws Applicable to Construction. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Nevada without reference to principles of conflict of laws, as applied to contracts executed in and performed wholly within the State of Nevada.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Company and the Optionee have executed and delivered this Agreement effective as of the date first above written to be effective as the Effective Date.

VECTOR ASSET MANAGEMENT, INC. For purpose of acknowledging its assignment and transfer of the Stock Option to the Optionee and its directive to issue the Stock Option directly to and in the name of the Optionee.




By:
Name:	Jatinder S. Bhogal
Title:	President


OPTIONEE





Name:	Jatinder S. Bhogal


SOLARWINDOW TECHNOLOGIES, INC.




By:
Name:	Steve Yan-Klassen
Title:	Chief Financial Officer

Exhibit A

To the Stock Option Agreement Dated as of June 29 , 2020

Between

SolarWindow Technologies, Inc. and Jatinder S. Bhogal

__________

Form of Notice of Exercise of Non-statutory Stock Option

SolarWindow Technologies, Inc.

300 Main Street

Suite 6

Vestal, New York 13850

Attention: Harmel S. Rayat, Chairman of the Board

Email: hsr@solarwindow.com

Dear Sir:

This letter constitutes an unconditional and irrevocable notice that I hereby exercise [all] [a portion] of the Stock Option(s) granted to me by SolarWindow Technologies, Inc., a Nevada corporation (the “Company”) on June 8, 2020 (“date of grant”), effective as of July 1, 2020 (“effective date”) at a fair market value of US$ ______ per Share (equal to the closing price of the Shares of the Company’s Common Stock on the date of grant). Pursuant to the terms of such Stock Option(s), I wish to purchase _______________ Shares of the Common Stock covered by such Stock Option(s) at the Exercise Price(s) of US$ ______ per Share (based on the closing price on the trading immediately preceding the date of exercise of this option) or $________________in the aggregate.

Payment being made as follows pursuant to (check as appropriate):

{ }Section 3(b)(i);

{ }Section 3(b)(ii);

{ }Section 3(b)(iii) and (c);

{ }Section 3(b)(iv)

If pursuant to Section 3(b)(iii) and (c) of the Stock Option Grant Agreement dated as of the Effective Date between me and the Company and calculated as follows (and subject to the Company’s confirmation):

These Shares should be delivered as follows:

Name:

Address:


Social Security or TIN:

I represent that I will not dispose of such Shares in any manner that would involve a violation of applicable securities laws. By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2006 Incentive Plan, and (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option.

Dated:			By:

			Name:

			Email:

			Phone:

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jatinder S. Bhogal, certify that:

I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”);

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

As the registrant’s certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

As the registrant's certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 8, 2020	/s/ Jatinder S. Bhogal
	Jatinder S. Bhogal
	Chief Executive Officer and Director
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve Yan-Klassen, certify that:

I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the “Registrant”);

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 8, 2020	/s/ Steve Yan-Klassen
	Steve Yan-Klassen
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, as the Chief Executive Officer and the Chief Financial Officer of SolarWindow Technologies, Inc., respectively, certifies that, to the best of their knowledge and belief, the Quarterly Report on Form 10-Q for the three months ended May 31, 2020 that accompanies this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of SolarWindow Technologies, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) and shall not be relied upon for any other purpose.

Date: July 8, 2020	/s/ Jatinder S. Bhogal
	Jatinder S. Bhogal
	Chief Executive Officer and Director
	(Principal Executive Officer)


Date: July 8, 2020	/s/ Steve Yan-Klassen
	Steve Yan-Klassen
	Chief Financial Officer
	(Principal Financial Officer)