SolarWindow Technologies, Inc. (Form: 8-K, Received: 12/14/2021 08:59:03)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________

FORM 8-K
_____________________

CURRENT REPORT

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

Date of Report (Date of earliest event Reported): December 8, 2021

SolarWindow Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-30156	59-3509694
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

9375 E. Shea Blvd., Suite 107-B, Scottsdale, AZ 85260

(Address of Principal Mr. Rhee Offices) (Zip Code)

(800) 213-0689

(Registrant's telephone number, including area code)

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

Section 5 - Corporate Governance and Management

Item 5.01 Changes in Control of Registrant.

The Company has been notified that on December 8, 2021 (the "Completion Date") Kalen Capital Corporation ("KCC"), a company formed and existing under the laws of Alberta, Canada, and its relevant subsidiaries, wholly-owned by Harmel S. Rayat ("Mr. Rayat") and Light Quantum Energy Holdings ("LQE"), a company incorporated and registered in the Cayman Islands, the outstanding voting securities of which are wholly-owned by John Rhee ("Mr. Rhee") and his common-law spouse Seongae Ko, entered into and consummated an agreement (the “Purchase and Sale Agreement”) as amended by agreement of even date therewith (the “Corrective Amendment,”), pursuant to which LQE purchased from KCC and KCC sold to LQE (i) 32,984,331 shares (the “Purchased Shares”) of the common stock of SolarWindow Technologies, Inc. (the “Company”), (ii) 16,780,167 cash only warrants to purchase up to 16,780,167 shares of the Company’s common stock (the “Cash Based Warrants”) and (iii) 1,781,750 cashless warrants to purchase up to 1,781,750 shares of the Company’s common stock (the “Cashless Based Warrants”, and collectively with the Cash Based Warrants, the “Warrants”).

The Purchased Shares and the Warrants are herein referred to as the “Sale Shares.” The Purchase and Sale Agreement, as amended by the Corrective Amendment is herein referred to as the “SPA.” All other capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Purchase and Sale Agreement or the Corrective Amendment, as the case may be, a copy of each of which is attached to this Form 8-K as Exhibit 10.1 and 10.2 respectively.

The Purchased Shares represent approximately 62% of the Company’s issued and outstanding Shares; and, together with the shares of the Company’s Common Stock issuable upon the exercise of the Warrants, LQE’s beneficial ownership is approximately 72%. The Warrants provide the holder thereof with right to purchase up to an aggregate of 18,561,917 shares of the Company’s common stock.

Mr. Rayat is the Company’s founder and, until the Completion Date, the Company’s controlling stockholder through his ownership of KCC. Mr. Rhee is a director and president of the Company and also serves as the president and director of SolarWindow Asia Co, Ltd., the Company’s indirectly wholly-owned South Korean subsidiary.

Pursuant to the Purchase and Sale Agreement, the total consideration (the “Consideration”) for the purchase of the Sale Shares payable by the Buyer to the Seller in cash as follows:

	(a)		$47.50 million (Canadian Dollars) (approximately US$37,402,000 on the Completion Date) to be paid on or prior to on the date that is one hundred twenty (120) calendar days after the Completion Date (or if such date is not a Business Day, the next Business Day following such date) (the “Initial Payment Deadline”); and

	(b)		$16.5 million (Canadian Dollars) (approximately US$12,992,000 on the Completion Date) additional penalty if the Consideration is paid after the Initial Payment Deadline, but no later than a date that is two hundred forty (240) days after the Initial Payment Deadline (the “Final Payment Deadline”).

In the event that the Consideration has not been paid (the “Non-Payment Event”) on the date of either:

	(a)		the Initial Payment Deadline or the Final Payment Deadline without LQE having served a notice on KCC in relation to exercising its right to defer payment of the Consideration, under as provided in Clause 3.3 of the SPA, to no later than the Final Payment Deadline; or

	(b)		the Final Payment Deadline.

then, within five (5) Business Days after the occurrence of a Non-Payment Event, LQE shall transfer, for nil consideration, the Repurchase Shares to KCC (or its nominee).

Pending payment of the Consideration, Clause 7 of the SPA states that LQE shall not and shall ensure that the Company shall not do any of the following:

	“(a)		change or replace (or permit any change or replacement) of the articles of association of the Company;

	(b)		issue or permit the issuance of new shares, warrants, options, or other securities which would increase the issued share capital of the Company by greater than 20%, unless issuance of such share capital is required for raising operating capital or enabling business operations;

	(c)		terminate the appointment / employment (as the case may be) of any of the persons who are, as at the date hereof, directors of the Company / members of Executive Management of the Company, in each case, not including (i) lawful termination of such person for cause, or (ii) circumstances where such persons voluntarily resign or retire, or (iii) circumstances where an appointment of such persons is deemed necessary to advancing the business of the Company;

	(d)		appoint / employ (as the case may be) of additional persons to the office of director of the Company / as a member of Executive Management of the Company, except where such appointment is deemed necessary to advancing the business of the Company;

	(e)		transfer, assign, or license to or from any third party any Intellectual Property Rights fundamental to the business of the Company, except where such transfer, assignment, or license agreements are deemed necessary to advancing the operations of the Company;

	(f)		sell, transfer or otherwise dispose of any shares in the capital of the Company amounting to a Controlling Interest (or enter into an agreement to do so);

	(g)		incur capital expenditure of the Company that is consistent (sic) with its historical operating requirements;

	(h)		sell or dispose of any assets valued greater than $500,000;

	(i)		exercise any Warrants; and

	(j)		borrow any sum in excess of $100 million (USD) or raise any equity finance in excess of $200 million (USD).”

The Purchase and Sale Agreement also includes mutual representations and indemnification provisions.

The Corrective Amendment amended the SPA by (i) by amending the recitals of paragraph A of the recitals to the SPA by setting forth the number of shares of the Company’s common stock issued and outstanding as 53,198,399, (ii) by amending the definition of “Sale Shares,” in Clause 1.1 of the Purchase and Sale Agreement, to mean the 32,984,331 and 16,780,167 cash only Warrants (as and 1,781,750 cashless Warrants, and (iii) by clarifying the definition of “Buyer Indemnified Parties” and “Seller Indemnified Parties” in Clause 8 of the SPA.

The SPA may be further amended only by a written agreement signed by both KCC and LQE.

The foregoing summary of each of the Purchase and Sale Agreement and the Corrective Amendment is not complete and is qualified in its entirety by reference, respectively, to the Purchase and Sale Agreement and the Corrective Amendment, a copy of each of which, along with the consent of LQE and KCC to file the same, is filed as Exhibit 10.1, 10.2, and 10.3 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

It is the Company’s understanding that the Consideration for the Sale Shares will be funded through investment funds to be procured by LQE. It is the Company’s understanding that, except as provided in Clause 7 of the Purchase and Sale Agreement there are no arrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters. Failure to pay the full Consideration in accordance with the provisions set forth in the SPA, may result in KCC (and, presumably its Relevant Subsidiaries) exercising its option to acquire the Repurchase Shares.

KCC continues to own 2,654,520 shares of the Company’s common stock, which represents approximately 4.99% of the Company’s issued and outstanding shares.

The following table sets forth certain information as of the Completion Date as to all persons who are known by us to beneficially own more than 5% of our outstanding shares of common stock.

Name and Address of Beneficial Owner ⁽¹⁾	Number of shares Beneficially Owned ⁽²⁾		% of Class Owned ⁽²⁾
Directors and Officers
Jatinder S. Bhogal ⁽³⁾		3,713,000		6.53
John Rhee ⁽⁵⁾		53,546,248		72.59

5% Shareholders

Light Quantum Energy Holdings

c/o Maples Corporate Services Limited

PO Box 309

Ugland House, Grand Cayman, KY1-1104

Cayman Islands

51,546,248

71.83

⁽¹⁾ Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed

above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock and except as indicated the address of each beneficial owner is 9375 E Shea Blvd., Suite 107-B, Scottsdale, AZ 85260.

⁽²⁾Calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 53,198,399 shares of common stock issued and outstanding as of the Completion Date. Under Rule 13d-3(d) of the Exchange Act, shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

⁽³⁾ Includes 90,000 shares of common stock and 3,623,000 shares of common stock reserved for issuance upon the exercise of vested stock options. Does not include 25,000 shares of common stock reserved for issuance upon exercise of stock options granted under the 2006 Plan that have not yet vested.

⁽⁴⁾ Light Quantum Energy Holdings is a private company controlled by Mr. John Rhee, our President and Director, and his common-law spouse Seongae Ko. In such capacity, Mr. Rhee may be deemed to have beneficial ownership of these shares. The number of shares reflected above is as of the Completion Date based upon the review of our transfer records and information provided to us by Light Quantum Energy Holdings and includes: (a) 32,984,331 shares owned by Light Quantum Energy Holdings; (b) up to 246,000 shares issuable upon exercise of a Series M Warrant; (c) up to 767,000 shares issuable upon exercise of a Series N Warrant; (d) up to 213,500 shares issuable upon exercise of a Series P Warrant; (e) up to 468,750 shares issuable upon exercise of a Series R Warrant; (f) up to 300,000 shares issuable upon exercise of a Series S-A Warrant; and (g) 16,566,667 shares issuable upon exercise of a Series T Warrant.

⁽⁵⁾ Includes the shares described under No. 4 above and 2,000,000 shares of common stock reserved for issuance upon the exercise of vested stock options granted to Mr. Rhee pursuant to the 2006 Plan. Does not include 500,000 shares of common stock reserved for issuance upon exercise of stock options granted under the 2006 Plan that have not yet vested.

The disclosures in this Item 5.01 contain information concerning LQE, KCC and the Purchase and Sale Agreement, as amended, provided respectively by Messrs. Rhee and Rayat.

Section 7 - Regulation FD

Item 7.01 Regulation FD Disclosure

On December 14, 2021 the Company issued a press release related to the LQE/Kalen Transaction titled: “Management Acquires SolarWindow Majority Ownership” a copy of which is attached hereto as Exhibit 99.1.

Except for the historical information presented in this document, the matters discussed in this Report, or otherwise incorporated by reference into this document, contain “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are identified by the use of forward-looking terminology such as “believes,” “plans,” “intend,” “scheduled,” “potential,” “continue,” “estimates,” “hopes,” “goal,” “objective,” “expects,” “may,” “will,” “should” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. The safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, apply to forward-looking statements made by the Registrant. The reader is cautioned that no statements contained in this Report should be construed as a guarantee or assurance of future performance or results. These forward-looking statements involve risks and uncertainties, including those identified within this Report. The actual results that the Registrant achieves may differ materially from any forward-looking statements due to such risks and uncertainties. These forward-looking statements are based on current expectations, and the Registrant assumes no obligation to update this information. Readers are urged to carefully review and consider the various disclosures made by the Registrant in this Report and in the Registrant’s other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect the Registrant’s business.

The information presented in Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
10.1		Agreement dated December 8, 2021, between Kalen Capital Corporation and its relevant subsidiaries, including but not necessarily limited to Kalen Capital Holdings LLC, and Light Quantum Energy Holdings.
10.2		Corrective Amendment dated December 8, 2021, to the Agreement dated December 8, 2021, between Kalen Capital Corporation and its relevant subsidiaries, including but not necessarily limited to Kalen Capital Holdings LLC), and Light Quantum Energy Holdings.
10.3		Consent of Kalen Capital Corporation and Light Quantum Energy Holdings to the Company’s filing of the Purchase and Sale Agreement and the Corrective Amendment.
99.1		Press release dated December 14, 2021, titled: “Management Acquires SolarWindow Majority Ownership”
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized, on December 14, 2021.

SolarWindow Technologies, Inc.

By:

/s/ Jatinder S. Bhogal

Jatinder S. Bhogal

Chairman and Chief Executive Officer

Exhibit 10.1

………………………. 2021

KALEN CAPITAL CORPORATION

and

LIGHT QUANTUM ENERGY HOLDINGS

____________________________

AGREEMENT FOR THE PURCHASE OF SHARES

OF SOLARWINDOW TECHNOLOGIES, INC.

____________________________

THIS AGREEMENT is dated __________________ 2021 (this "Agreement")

BETWEEN

KALEN CAPITAL CORPORATION, a company incorporated and registered in Canada whose registered office is at 688 West Hastings Street, Suite 700, Vancouver, BC, V6B 1P1, Canada (the "Seller" or "Kalen"), and its relevant subsidiaries, including but not necessarily limited to Kalen Capital Holdings LLC

AND

LIGHT QUANTUM ENERGY HOLDINGS, a company incorporated and registered in the Cayman Islands with company number MC-330103 whose registered office is at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands (the "Buyer" or "LQE")

WHEREAS

(A)

The Company has an issued share capital of 53,196,799 shares of common stock, par value US$0.001 quoted on the OTC Markets Group, Inc.'s' OTCPINK Current Information (the "Common Shares").

(B)

The Seller is the owner, or is otherwise able to procure the transfer, of the legal and beneficial title to the Sale Shares.

(C)

The Seller has agreed to sell and the Buyer has agreed to buy the Sale Shares subject to and on the terms and conditions of this Agreement.

IT IS AGREED

INTERPRETATION

1.1

The following definitions and rules of interpretation in this Clause apply in this Agreement:

"Accounts"	means the (i) audited financial statements of the Company for the accounting period ending on the Accounts Date and (ii) the unaudited financial statements of the Company for the accounting periods ending on 30 November 2020, 28 February 2021 and 31 May 2021, as provided to the Buyer in the agreed form.

"Accounts Date"	means 31 August 2020.

"Affiliates"	means, with respect to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with, such specified person through one or more intermediaries or otherwise. For the purposes of this definition, "control" means, where used with respect to any person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have correlative meanings.

"Breach"	has the meaning given to it in Clause 6.3.

"Business Day"	means a day other than a Saturday, Sunday or public holiday in Canada, the Cayman Islands, or the United States of America when banks are normally open for business in those jurisdictions.

“Canadian Dollars” or “CAD”	means the lawful currency of Canada.

"Claim"	means a claim for breach of any of the Warranties.

"Common Shares"	has the meaning given in the Recitals.

"Company"	means SolarWindow Technologies, Inc., a Nevada corporation, having its registered office at 9375 E. Shea Blvd., Suite 107-B, Scottsdale, AZ 85260.

"Company SEC Reports"	has the meaning given to it in Schedule 1.

"Completion"	means completion of the sale and purchase of the Sale Shares in accordance with this Agreement.

"Completion Date"	means the date of this Agreement.

"Compulsory Warrant Transfer"	has the meaning given to it in Clause 6.3

"Consideration"	means the purchase price for the Sale Shares to be paid by the Buyer to the Seller in accordance with Clause 3.

"Consents"	has the meaning given to it in Schedule 1.

"Controlling Interest"	means the holding by a person (other than the Buyer) of greater than 51% of the issued capital of the Company or the ability to exercise greater than 51% of the voting rights in the Company.

"Encumbrance"	means any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security, interest, title, retention or any other security agreement or arrangement.

"Final Payment Deadline"	has the meaning given to it in Clause 3.3.

"Indemnified Parties"	has the meaning given to it in Clause 8.

"Initial Payment Deadline"	has the meaning given to it in Clause 3.2.

"Intellectual Property Rights"	means any patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, owned, used or held for use by the Company.

"Losses"	has the meaning given to it in Clause 7.

"Non-Payment Event"	has the meaning given to it in Clause 5.1.

"Policies"	has the meaning given to it in Schedule 1.

"Proceedings"	has the meaning given to it in Schedule 1.

"Repurchase Completion"	has the meaning given to it in Clause 5.2.

"Repurchase Shares"	has the meaning given to it in Clause 5.1.

"Representatives"	means a person's directors, officers, partners, members, managers, directors, employees, agents, consultants, investors, stockholders, or advisers (including attorneys, accountants, consultants, bankers and financial advisers) and any representatives of those advisers.

"Sale Shares"	means the 33,032,288 Common Shares and 16,780,167 cash only Warrants and 1,781,750 cashless Warrants

"SEC"	means the United States Securities Commission.
"Seller's Bank Account"	means: or any other bank details, as instructed in writing from the Seller to the Buyer, from time to time.

"Tax"	all forms of tax and statutory, governmental, state, federal, provincial, local, government or municipal charges, duties, imposts, contributions, levies, withholdings, or liabilities wherever chargeable and whether of the United States or any other jurisdiction and any penalty, fine, surcharge, interest, charges, or costs relating to it.

"Warranties"	means the warranties set out in Schedule 1 for the Buyer and the Seller.

"Warrants"	means the warrants to purchase Common Shares in the Company.

1.2

References to Clauses and Schedules are to the Clauses of, and Schedules to, this Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.3

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4

The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

1.5

A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.6

A reference to writing or written includes fax but not email (unless otherwise expressly provided in this Agreement).

1.7

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.

1.8

References to a document in agreed form is to that document in the form agreed by the parties and initialed by them or on their behalf for identification.

1.9

A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force as at the date of this Agreement. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this Agreement under that statute or statutory provision.

SALE AND PURCHASE

The Seller shall sell with full title free from all Encumbrances and the Buyer shall buy the Sale Shares, together with all rights that attach (or may in the future attach) to it including, in particular, the right to receive all dividends and distributions declared, made or paid on or after the date of this Agreement.

CONSIDERATION

3.1

The total consideration (the "Consideration") for the purchase of the Sale Shares shall be paid by the Buyer to the Seller in cash in accordance with Clause 3.2 in the sum of:

(a)

$47.50 million (Canadian Dollars) to be paid on or prior to the Initial Payment Deadline; and a

(b)

$16.5 million (Canadian Dollars) additional penalty if paid after the Initial Payment Deadline, but no later than the Final Payment Deadline.

3.2

Consideration shall be paid on the date that is one hundred twenty (120) calendar days after the date of this Agreement (or if such date is not a Business Day, the next Business Day following such date) (the "Initial Payment Deadline").

3.3

Payment of the Consideration may be deferred by the Buyer for a period of an additional two hundred forty (240) calendar days from the Initial Payment Deadline (the "Final Payment Deadline"). Such deferral shall be notified in writing from the Buyer to the Seller on or prior to the Initial Payment Deadline, unless otherwise mutually extended by both Parties.

3.4

All payments to be made to the Seller under this Agreement shall be made in Canadian Dollars by electronic transfer of immediately available funds to the Seller's Bank Account. Payment in accordance with this clause shall be a good and valid discharge of the Buyer's obligations to pay the sum in question, and the Buyer shall not be concerned to see the application of the monies so paid.

COMPLETION

4.1

Completion shall take place on the Completion Date.

4.2

At Completion the Seller shall deliver or cause to be delivered:

(a)

evidence from the Company's transfer agent that the Common Shares have been transferred in the name of the Buyer as designated by the Buyer. If necessary, after Completion, the Seller shall also execute such other certificates or other documents reasonably necessary to transfer the Common Shares to the Buyer.

(b)

evidence that the Warrants have been validly assigned to Buyer in accordance with the applicable Warrant Agreements.

(c)

a copy of the minutes of a meeting of the board of directors of the Seller (or in the alternative, a copy of a resolution passed by the board of directors of the Seller) authorizing the execution by the Seller of this Agreement and all other documents ancillary to it or the transactions contemplated in this Agreement, and appointing the relevant signatory or signatories to execute this Agreement and any such other documents on its behalf; and

4.3

At Completion the Buyer shall:

(a)

deliver a copy of the resolution passed by the shareholders of the Buyer to approve the purchase of the Sale Shares pursuant to this Agreement; and

(b)

deliver a copy of the minutes of a meeting of the board of directors of the Buyer authorizing the execution by the Buyer of this Agreement and all other documents ancillary to it or the transactions contemplated in this Agreement, and appointing the relevant signatory or signatories to execute this Agreement and any such other documents on its behalf.

SHARE REPURCHASE

5.1

In the event that the Consideration has not been paid (the "Non-Payment Event") on the date of either:

(a)

the Initial Payment Deadline or the Final Payment Deadline without the Buyer having served a notice on the Seller in relation to exercising its right to deferred payment of the Consideration under Clause 3.3; or

(b)

the Final Payment Deadline,

5.2

Within five (5) Business Days after the occurrence of a Non-Payment Event, as per 5.1, LQE shall transfer, for nil consideration, the Repurchase Shares to Kalen (or its nominee) ("Repurchase Completion"). LQE shall ensure delivery of the items set out in Clause 4.2 except that references in Clause 4.2 for the purposes of this Clause 5.2 only shall be construed as follows:

(a)

references to the Seller, shall be read as referring to the Buyer;

(b)

references to the Buyer, shall be read as referring to the Seller;

(c)

references to Common Shares or Sale Shares, shall be read as referring to Repurchase Shares; and

(d)

references to Completion, shall be read as referring to Repurchase Completion.

5.3

Upon the occurrence of Repurchase Completion, LQE and the Seller shall be released from all obligations under this Agreement.

WARRANTIES

6.1

The Seller, as the Seller is aware and to best of the Seller’s knowledge and without any independent investigation or inquiry, acknowledges that the Buyer is entering into this agreement on the basis of, and in reliance on, the Warranties.

6.2

The Seller warrants and represents, as the Seller is aware and to best of the Seller’s knowledge and without any independent investigation or inquiry and to best of the Seller’s knowledge to the Buyer that each Warranty is true and accurate as at the date of this Agreement.

6.3

Without prejudice to the Buyer's right to claim on any other basis, or to take advantage of any other remedies available to it (including but not limited to the right to claim damages for breach of this Agreement, exercise of the Option and / or effecting the Compulsory Warrant Transfer), in the event any Warranty proves to be untrue, inaccurate or misleading (a "Breach"), the Buyer may, in its absolute discretion, retain 468,750 cashless Warrants at $4.00 per share in its name, and shall be relieved of any obligation to pay any Consideration (or other consideration) to the Seller for such Warrants (a "Compulsory Warrant Transfer").

6.4

Each of the Warranties is separate and, unless otherwise specifically provided, is not limited by reference to any other Warranty or any other provision in this agreement.

OPERATIONAL OBLIGATIONS OF THE OF BUYER

7.1

The Buyer undertakes that it shall not and shall procure that the Company shall not do any of the following during the period between Completion and payment of the Consideration:

(a)

change or replace (or permit any change or replacement) of the articles of association of the Company;

(b)

issue or permit the issuance of new shares, warrants, options, or other securities which would increase the issued share capital of the Company by greater than 20%, unless issuance of such share capital is required for raising operating capital or enabling business operations;

(c)

terminate the appointment / employment (as the case may be) of any of the persons who are, as at the date hereof, directors of the Company / members of Executive Management of the Company, in each case, not including (i) lawful termination of such person for cause, or (ii) circumstances where such persons voluntarily resign or retire, or (iii) circumstances where an appointment of such persons is deemed necessary to advancing the business of the Company;

(d)

appoint / employ (as the case may be) of additional persons to the office of director of the Company / as a member of Executive Management of the Company, except where such appointment is deemed necessary to advancing the business of the Company;

(e)

transfer, assign, or license to or from any third party any Intellectual Property Rights fundamental to the business of the Company, except where such transfer, assignment, or license agreements are deemed necessary to advancing the operations of the Company; and

(f)

sell, transfer or otherwise dispose of any shares in the capital of the Company amounting to a Controlling Interest (or enter into an agreement to do so).

(g)

incur capital expenditure of the Company that is consistent with its historical operating requirements.

(h)

Sell or dispose of any assets valued greater than $500,000.

(i)

Exercise any Warrants.

(j)

Borrow any sum in excess of $100 million (USD) or raise any equity finance in excess of $200 million (USD).

INDEMNIFICATION

Whereas the Buyer is entering into this Agreement based on the Warranties of the Seller, from and after Completion, the Seller shall indemnify, defend and hold harmless the Buyer and each of its Representatives (the "Buyer Indemnified Parties") from and against, and shall compensate and reimburse the Indemnified Parties for, any and all losses, claims, damages, penalties, fines, expenses or liabilities of any kind whatsoever (including attorneys' fees and expenses) (collectively, "Losses") incurred by the Indemnified Parties (whether such Losses relate to a direct claim or a third party claim) as a result of the actions of the Seller.

Whereas the Seller is entering into this Agreement based on the Warranties of the Buyer, from and after Completion, the Buyer shall indemnify, defend and hold harmless the Seller and each of its Representatives (the "Seller Indemnified Parties") from and against, and shall compensate and reimburse the Indemnified Parties for, any and all losses, claims, damages, penalties, fines, expenses or liabilities of any kind whatsoever (including attorneys' fees and expenses) (collectively, "Losses") incurred by the Indemnified Parties (whether such Losses relate to a direct claim or a third party claim) as a result of the actions of the Seller.

FURTHER ASSURANCE

The Seller shall promptly execute and deliver such documents, perform such acts and do such things as the Buyer may reasonably require from time to time for the purpose of giving full effect to this Agreement.

The Buyer shall promptly execute and deliver such documents, perform such acts and do such things as the Seller may reasonably require from time to time for the purpose of giving full effect to this Agreement.

10.

ASSIGNMENT

This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, declare a trust of, or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of the other party.

11.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

12.

VARIATION AND WAIVER

12.1

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

12.2

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right or remedy under this Agreement or by law is only effective if it is in writing.

12.3

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13.

NOTICES

13.1

A notice given to a party under or in connection with this Agreement shall be in writing and shall be delivered by hand, or sent by courier, or sent by email with receipt duly acknowledged by the recipient, in each case to the address or, as applicable, email address specified in this Clause 13.1 (or to such other address as that party may notify to the other party in accordance with this Agreement). The addresses for the service of notices are:

For Kalen:

For the attention of: Harmel S. Rayat

Email: hsr@kalencapital.com

Address: Suite 700 – 688 West Hastings Street, Vancouver, BC, V6B 1P1

With a copy for information to:

For Light Quantum Energy Holdings:

For the attention of:

Email:

Address:

With a copy (for information only, and not to constitute notice) to: david.ramm@bakerbotts.com

13.2

Delivery of a notice is deemed to have taken place if delivered by hand, at the time the notice is left at the address, or if sent by fax or email, at the time of transmission, or if sent by post on the second Business Day after posting, unless such deemed receipt would occur outside business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is not a public holiday in the place of deemed receipt), in which case deemed receipt will occur when business next starts in the place of receipt (and all references to time are to local time in the place of receipt).

13.3

This Clause 13 does not apply to the service of any proceedings or other documents in any legal action.

14.

SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

15.

COUNTERPARTS

15.1

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

15.2

Transmission of an executed counterpart of this Agreement (but for the avoidance of doubt not just a signature page) by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.

15.3

No counterpart shall be effective until each party has executed and delivered at least one counterpart.

15.4

All parties to this Agreement hereby agree that each party (or an authorised signatory on behalf of such party) may execute and otherwise authenticate this Agreement with an electronic signature. For the avoidance of doubt, parties agree that an electronic signature shall be given the same legal force and effect as a wet-ink signature.

16.

THIRD PARTY RIGHTS

No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

17.

GOVERNING LAW AND JURISDICTION

17.1

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of British Columbia.

17.2

Each party irrevocably agrees that the Supreme Court of British Columbia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement has been executed and is delivered and takes effect on the date stated at the beginning of it.

Signed and delivered for and on behalf of KALEN CAPITAL CORPORATION by Harmel S. Rayat, being a person so authorised to act on behalf of the company in accordance with the laws of Canada in the presence of a witness:		) ) ) ) ) )	…………………………….………. Harmel S. Rayat, President
Witness Signature:	……………………….
Witness Name:	……………………….
Witness Address:	………………………. ………………………. ……………………….
Witness Occupation:	……………………….

Signed and delivered for and on behalf of Light Quantum Energy Holdings by ……………….., being a person so authorised to act on behalf of the company in accordance with the laws of the Cayman Islands in the presence of a witness:		) ) ) ) )	………………………….…………. [insert signatory name], [title]
Witness Signature:	……………………….
Witness Name:	……………………….
Witness Address:	………………………. ………………………. ……………………….
Witness Occupation:	……………………….

SCHEDULE 1
WARRANTIES

The Seller is the sole legal and beneficial owner of the Sale Shares and is entitled to transfer the legal and beneficial title to the Sale Shares to the Buyer free from all Encumbrances, without the consent of any other person.

The Seller has the requisite power and authority to enter into and perform the transactions contemplated in this Agreement and the documents referred to in it (to which it is a party), and such aforementioned documents constitute valid, legal and binding obligations on the Seller in accordance with their respective terms.

The execution and performance by the Seller of the transactions contemplated in this Agreement and the documents referred to in it will not conflict with, breach or constitute a default under the (i) Seller's notice of articles and articles, (ii) any agreement, instrument, order, judgement or other restriction which binds the Seller or (iii) to the best of Seller’s knowledge and without independent investigation or inquiry, any law or governmental authorization applicable to the Seller or their respective businesses, properties or assets, including the United States federal and state securities laws.

The Sale Shares are free from all Encumbrances.

No Encumbrance has been created, and no right has been granted to any person to require the Seller and no commitment has been given to create an Encumbrance, in favor of any person affecting the Sale Shares.

The common shares within the Sale Shares convey voting rights in the Company.

The Warrants are exercisable into a minimum of one (1) share of common stock in the Company for each Warrant, subject to adjustment as provided pursuant to the terms and conditions of each such Warrant.

So far as the Seller is aware, and to best of the Seller’s knowledge, and without any independent investigation or inquiry, during the periods in which when Mr. Harmel Rayat was an officer of a director of the Company at various times from January 1, 2018 through June 30, 2020, in Management or Directorship roles at the Company:

(a)

the Company conducted its business in the normal course unless otherwise disclosed in the Company’s financial reporting;

(b)

there has been no material disclosure of adverse changes in the turnover, financial position or prospects of the Company which have not been disclosed in the Company’s financial reporting;

(c)

the Company has neither issued nor agreed to issue any share or loan capital, and no dividend or other distribution of profits or assets have been, or have been agreed to be, declared, made or paid by the Company which have not been disclosed in the Company’s financial reporting;

(d)

neither the Company nor any of the Subsidiaries have borrowed or raised any money or given or taken any form of financial security, which have not been disclosed in the Company’s financial reporting; and

(e)

there has been no reduction in the value of the net assets of the Company determined in accordance with the same accounting principles and policies as those applied in the Accounts, which have not been disclosed in the Company’s financial reporting.

(f)

the Company has conducted its business in accordance with, and has acted in compliance with, all applicable laws and regulations of any relevant jurisdiction as per disclosures in the Company’s financial reporting.

So far as the Seller is aware and to best of the Seller’s knowledge, and without any independent investigation or inquiry, unless otherwise disclosed in the Company’s filings, the Company has timely filed to the SEC all registration statements, prospectuses, forms, reports and other documents (including all exhibits, schedules and annexes thereto) required to be filed or furnished by it with the SEC (such documents and other any documents filed by the Company with the SEC, as may have been supplemented, modified or amended since the time of filing, including all information incorporated therein by reference, and also including those filed or furnished subsequent to the date hereof, collectively, the "Company SEC Reports"). So far as the Seller is aware and to best of the Seller’s knowledge, and without any independent investigation or inquiry, as of their respective filing dates (or, if supplemented, amended or superseded since the time of filing, as of the date of the most recent supplement, amendment or superseding filing), (i) none of the Company SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) each of the Company SEC Reports complied as to form in all material respects with all applicable requirements of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, as the case may be, and the applicable rules and regulations promulgated thereunder, in each case as in effect on the date of any such filing.

REPRESENTATIONS AND WARRANTIES BY BUYER

10.

The Buyer has the requisite power and authority to enter into and perform the transactions contemplated in this Agreement and the documents referred to in it (to which it is a party), and such aforementioned documents constitute valid, legal and binding obligations on the Seller in accordance with their respective terms.

11.

The execution and performance by the Buyer of the transactions contemplated in this Agreement and the documents referred to in it will not conflict with, breach or constitute a default under the (i) Buyer's constating documents, (ii) any agreement, instrument, order, judgement or other restriction which binds the Buyer or the Company or (iii) any law or governmental authorization applicable to the Buyer or the Company or their respective businesses, properties or assets, including the United States federal and state securities laws.

12.

In entering into this Agreement, the Buyer has complied with all applicable laws of the United States and any applicable laws of any foreign jurisdiction.

13.

Anything in this Agreement to the contrary notwithstanding, the parties acknowledge that the transaction contemplated in this Agreement is subject to the Company’s insider trading and compliance policies.

Exhibit 10.2

CORRECTIVE AMENDMENT TO

AGREEMENT FOR THE PURCHASE OF SHARES

OF SOLARWINDOW TECHNOLOGIES, INC.

THIS CORRECTIVE AMENDEMENT made as of _______________, 2021 (the “Corrective Amendment”), to the Agreement dated _____________, 2021 (the “Agreement”) between KALEN CAPITAL CORPORATION, a company incorporated and registered in Canada whose registered office is at 688 West Hastings Street, Suite 700, Vancouver, BC, V6B 1P1, Canada (the "Seller" or "Kalen"), and its relevant subsidiaries, including but not necessarily limited to Kalen Capital Holdings LLC and LIGHT QUANTUM ENERGY HOLDINGS, a company incorporated and registered in the Cayman Islands with company number MC-330103 whose registered office is at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands (the "Buyer" or "LQE").

RECITALS:

Section A of the Recitals to the Agreement is hereby deleted in its entirety and the following substituted in lieu thereof:

“The Company has an issued share capital of 53,198,399 shares of common stock, par value US$0.001 quoted on the OTC Markets Group, Inc.'s' OTCPINK Current Information (the "Common Shares").”

INTERPRETATION:

The definition of “Sale Shares” in Section 1.1 of the Agreement is hereby deleted and the following substituted in lieu thereof:

““Sale Shares” means the 32,984,331 and 16,780,167 cash only Warrants and 1,781,750 cashless Warrants.”

INDEMINIFICATION:

Section 8 of the Agreement is hereby deleted and the following substituted in lieu thereof:

“Whereas the Buyer is entering into this Agreement based on the Warranties of the Seller, from and after Completion, the Seller shall indemnify, defend and hold harmless the Buyer and each of its Representatives (the "Buyer Indemnified Parties") from and against, and shall compensate and reimburse the Indemnified Parties for, any and all losses, claims, damages, penalties, fines, expenses or liabilities of any kind whatsoever (including attorneys' fees and expenses) (collectively, "Losses") incurred by the Indemnified Parties (whether such Losses relate to a direct claim or a third party claim) as a result of the actions of the Seller.

Whereas the Seller is entering into this Agreement based on the Warranties of the Buyer, from and after Completion, the Buyer shall indemnify, defend and hold harmless the Seller and each of its Representatives (the "Seller Indemnified Parties") from and against, and shall compensate and reimburse the Indemnified Parties for, any and all losses, claims, damages, penalties, fines, expenses or liabilities of any kind whatsoever (including attorneys' fees and expenses) (collectively, "Losses") incurred by the Indemnified Parties (whether such Losses relate to a direct claim or a third party claim) as a result of the actions of the Buyer.”

EFFECTIVE DATE: This Corrective Amendment shall be effective for all purposes as of the amendment date first above stated.

NO OTHER AMENDMENTS: Capitalized terms used in this Corrective Amendment not otherwise defined shall have the meaning ascribed to such terms in the Agreement. Except as modified by this Corrective Amendment, all of the terms and provisions of the Agreement are hereby expressly ratified and confirmed and shall remain in force and effect.

COUNTERPARTS: This Corrective Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and together shall be deemed to be one and the same document.

SIGNATURE PAGE FOLLOWS

Signed and delivered for and on behalf of KALEN CAPITAL CORPORATION by Harmel S. Rayat, being a person so authorised to act on behalf of the company in accordance with the laws of Canada in the presence of a witness:		) ) ) ) ) )	…………………………… Harmel S. Rayat, President
Witness Signature:	……………………….
Witness Name:	……………………….
Witness Address:	………………………. ………………………. ……………………….
Witness Occupation:	……………………….

Signed and delivered for and on behalf of Light Quantum Energy Holdings by ……………….., being a person so authorised to act on behalf of the company in accordance with the laws of the Cayman Islands in the presence of a witness:		) ) ) ) )	…………………………… [insert signatory name], [title]
Witness Signature:	……………………….
Witness Name:	……………………….
Witness Address:	………………………. ………………………. ……………………….
Witness Occupation:	……………………….

Exhibit 10.3

CONSENT TO HAVE AGREEMENTS FILED AS EXHIBITS TO FORM 8-K

To:	SolarWindow Technologies, Inc.
	Attention: Board of Directors

Reference is hereby made to that certain Agreement date as of December 8, 2021 (the “SPA”) by and among Kalen Capital Corporation (“KCC”), a company formed and existing under the laws of British Columbia, Canada (“KCC”), and its relevant subsidiaries, wholly-owned by Harmel S. Rayat (“Mr. Rayat”) and Light Quantum Energy Holdings Ltd. a company incorporated and registered in the Cayman Islands (“LQE”), the outstanding voting securities of which are wholly-owned by John Rhee (“Mr. Rhee”) and his common-law spouse Seongae Ko, and the corrective amendment thereto dated the same date thereof (the “Corrective Amendment”), pursuant to which LQE purchased from KCC and KCC sold to LQE (i) 32,984,331 shares of the common stock (the “Shares”) of SolarWindow Technologies, Inc. (the “Company”), (ii) 16,780,167 cash only warrants to purchase up to 16,780,167 Shares and (iii) 1,781,750 cashless warrants to purchase up to 1,781,750 Shares.

Completion of the SPA, as amended, has resulted in a “change of control” of the Company. The undersigned acknowledge that the Company is required to file a current Form 8-K with the US Securities and Exchange Commission with respect to such change of control. In connection therewith each of the undersigned agree and hereby consent to the Company’s filing of each of the SPA and the Corrective Amendment as exhibits to such Form 8-K and to such other regulatory filings which, in the reasonable judgment of the Company, require it to file the SPA and the Corrective Amendment as exhibits.

This Consent may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

IN WITNESS WHEREOF, the undersigned have executed and delivered this Consent of the date first above stated.

Kalen Capital Corporation

LIGHT QUANTUM ENERGY HOLDINGS LTD.

By: _________________________________

Name: Harmel S. Rayat

Title: President and Sole Shareholder

Date: December 8^th, 2021

By: _________________________________

Name: John Rhee
Title: Duly Authorized Signatory

Date: December 8^th, 2021

Exhibit 99.1

Management Acquires SolarWindow
Majority Ownership

SCOTTSDALE, AZ and SEOUL, SOUTH KOREA December 14, 2021 – SolarWindow Technologies, Inc. (Symbol: WNDW) announced today that it has received notification that Light Quantum Energy Holdings (“LQE”), a company owned and controlled by SolarWindow President and Director, Mr. John Rhee and his immediate family, has acquired 62% of the issued and outstanding shares of SolarWindow Technologies, Inc. (nearly 72% on a fully diluted basis) from former controlling stockholder, Kalen Capital Corporation and its subsidiaries (“Kalen Capital”), in a privately negotiated deal.

Details of the December 8, 2021 share purchase and sale agreement are provided in the Company’s 8-K filed with the United States Securities and Exchange Commission, available at SEC.gov and at www.SolarWindow.com, and include deferred payment provisions, operating covenants, a repurchase option for the seller in the event of default of payment by the buyer, and other terms and conditions.

“Today, we launch a fresh and exciting new stage of the Company’s growth and reaffirm our pledge to a sustainable future. This transaction cements our belief in SolarWindow, its leadership team, and game-changing LiquidElectricity™ technology at a time when worldwide market demand for renewables is stronger than ever,” explained SolarWindow President Mr. John Rhee. Mr. Rhee also serves as director and shareholder of LQE, the new majority stockholder of SolarWindow.

“I’m grateful to all those who have worked diligently to make this transaction possible,” continued Mr. Rhee. “I believe that SolarWindow products and technologies have an exciting future ahead, and wish to thank our former controlling stockholder for supporting SolarWindow development in the years past.”

The Company’s former controlling stockholder, Kalen Capital, the family office of Mr. Harmel S. Rayat, was the selling stockholder in the transaction, publicly announced today. Mr. Rayat founded, funded, and has supported SolarWindow operations and development of its technologies with more than $30 million in equity investment. In October 2020, Mr. Rayat stepped down from his position on the SolarWindow Board of Directors.

Since then, the Company has further strengthened its new management and expanded SolarWindow operations to South Korea, culminating with the management-led transaction announced today under the leadership of Mr. John Rhee.

Mr. John Rhee currently serves as a Director and President of SolarWindow Technologies, Inc. Along with his immediate family, Mr. Rhee is a controlling shareholder of Light Quantum Energy Holdings, and Director. He served on the Investment Committee of the Barbara Bush Foundation, and served as Chief Financial Officer of the Nobel Sustainability Trust. Previously, Mr. Rhee was Executive Director at SoftBank Investment and Venture Fund, served as a senior advisor to the Government of South Korea, and today is a global sustainability investor-advocate with a history of philanthropy.

Mr. Rhee was attorney with Davis Polk and Wardwell in New York, a leading corporate law firm specializing in capital markets, and earlier, clerked for the White House Legal Counsel’s Office. Mr. Rhee has a J.D. from Yale Law School where he was distinguished as a John M. Olin Law and Economics Scholar, and holds a bachelor’s degree from Cornell University.

Cautionary Statement: Investors are cautioned that the transaction referenced in this announcement includes, among other terms and conditions: (a) Deferred payment obligations of Light Quantum Energy Holdings (the “Buyer”) to Kalen Capital Corporation and its relevant subsidiaries (the “Seller”); (b) Financial penalties payable by the Buyer to the Seller under certain conditions; (c) Operating covenants imposed on the Buyer by the Seller until such time that all payment obligations of the Buyer are satisfied; (d) Obligations of the Buyer to return all securities to the Seller in the event that the Buyer is unable to satisfy payment obligations to the Seller; and (e) Others. There is no assurance that the Buyer will satisfy deferred payment obligations to the Seller. Details of the transaction, including deferred payment provisions, operating covenants, and default remedies are provided in the Company’s 8-K, available at SEC.gov and at www.SolarWindow.com.

About SolarWindow Technologies, Inc.

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

The subject of over 90 granted and in-process trademark and patent filings, SolarWindow targets applications beyond conventional solar panels. The Company’s LiquidElectricity™ can generate electricity for architectural applications including building windows, facades, and rooftops. LiquidElectricity™ has wide-ranging utility, including automotive, commercial greenhouse, marine, and aerospace applications, and presents superior aesthetics for generating energy to enable faster financial breakeven.

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

For additional information, please call Amit Singh at 1-800-213-0689 or visit: www.solarwindow.com.

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

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

Social Media Disclaimer and Forward-Looking Statements

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

No statement herein should be considered an offer or a solicitation of an offer for the purchase or sale of any securities. This release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although SolarWindow Technologies, Inc. (the “company” or “SolarWindow Technologies”) believes that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, it can give no assurance that such expectations and assumptions will prove to have been correct. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “our goals,” “our mission,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including but not limited to adverse economic conditions, intense competition, lack of meaningful research results, entry of new competitors and products, adverse federal, state and local government regulation, inadequate capital, unexpected costs and operating deficits, increases in general and administrative costs, termination of contracts or agreements, technological obsolescence of the company’s products, technical problems with the company’s research and products, price increases for supplies and components, litigation and administrative proceedings involving the company, the possible acquisition of new businesses or technologies that result in operating losses or that do not perform as anticipated, unanticipated losses, the possible fluctuation and volatility of the company’s operating results, financial condition and stock price, losses incurred in litigating and settling cases, dilution in the company’s ownership of its business, adverse publicity and news coverage, inability to carry out research, development and commercialization plans, loss or retirement of key executives and research scientists, changes in interest rates, inflationary factors, and other specific risks. There can be no assurance that further research and development will validate and support the results of our preliminary research and studies. Further, there can be no assurance that the necessary regulatory approvals will be obtained or that SolarWindow Technologies, Inc. will be able to develop commercially viable products on the basis of its technologies. In addition, other factors that could cause actual results to differ materially are discussed in the company’s most recent Form 10-Q and Form 10-K filings with the Securities and Exchange Commission. These reports and filings may be inspected and copied at the Public Reference Room maintained by the U.S. Securities & Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about operation of the Public Reference Room by calling the U.S. Securities & Exchange Commission at 1-800-SEC-0330. The U.S. Securities & Exchange Commission also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the U.S. Securities & Exchange Commission at http://www.sec.gov. The company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.