Exhibit 10.1


 


Amendment No. 1 dated March 1, 2021 (this “Amendment”)
to the EXECUTIVE SERVICES CONSULTING AGREEMENT (the “ESCA”), dated as of August 31, 2020, is entered into
between SolarWindow Technologies, Inc., a Nevada corporation (the “Company”) and John Rhee, an individual residing
in the Republic of Korea (“Consultant”). The Company and Consultant are sometimes collectively referred to as
the “Parties” and individually as a “Party.”


 


WHEREAS, Consultant is currently serving as a member of the
Company's Board of


Directors (the “BOD”), a member of the Board of Directors and as the President
of the Company’s indirect wholly-owned subsidiary SolarWindow Asia Ltd.;


 


WHEREAS, the BOD appointed Consultant to the office of President
of the Company effective March 1, 2021; and


 


WHEREAS, the Parties deem it to be in their respective best
interest to amend the ESCA on the terms and conditions set forth in this Amendment.


 


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.        This Amendment shall
be effective March 1, 2021, 12 a.m. Eastern Standard Time (the “Amendment Effective Date).


 


2.       Section 1.2 of
the ESCA is hereby deleted and following substituted in lieu thereof:


 


“1.2 Engagement. The Consultant,
is hereby engaged to perform the services as more fully set forth in the Services Rider to this Agreement attached hereto as Exhibit
1.1 (the "Services Rider") and made a part hereof (collectively, the “Services”). Consultant
shall report to, and be directed by, the Company's Chief Executive Officer (the “CEO”), the BOD or such other
person(s) as the CEO or the BOD may designate from time to time (the “Supervising Person”).”


 


3.       Exhibit 1.1
to the ESCA is hereby amended by adding the following clause (g) after clause (f) in Section 1 thereof:


 


“In addition to the foregoing, Consultant shall also serve as
the Company’s President, reporting to those persons described in Section 1.2 of the Consulting Agreement, and having
the duties and responsibilities typically associated with such office, including without limitation:


	Guiding and leading managers;
	Implementing the company strategy;
	Providing recommendations to the BOD;
	Reporting feedback to the board of directors;
	Assisting with budgeting and finances;
	Overseeing the effective implementation of the Company policies;
	Executing on mergers, joint ventures and other strategic transactions.”



 


4.       Exhibit 4.1 to the ESCA is
hereby amended by deleting the reference to “US$10,000” in Section 1 thereof and substituting “US$22,000”
in lieu thereof.


 


5.       Except as specifically amended by this Amendment,
the terms, conditions and provisions of the ESCA remain in full force and effect.


 


 






     


     


    

IN WITNESS WHEREOF, the Parties have duly approved, executed
and delivered this Agreement as of the Amendment Effective Date.


 


 


 


THE COMPANY:


 


SolarWindow Technologies, Inc.


 


 


By: /s/ Jatinder S. Bhogal


Name: Jatinder S. Bhogal


Title: Chief Executive Officer


 


 


 


 


CONSULTANT:


 


 


 


 


 


__________________________________


John Rhee