copy of your subscription will be
emailed to you and your funds will be available for use by the Company as
further described in the Memorandum.
If you have any questions about completing your subscription, please contact
Briana Erickson at 800-213-0689.
2
Table of Contents
Page #
SUBSCRIPTION AGREEMENT
4
SUBSCRIPTION AGREEMENT SIGNATURE PAGE (FOR NATURAL PERSONS)
18
SUBSCRIPTION AGREEMENT SIGNATURE PAGE (FOR ALL OTHER SUBSCRIBERS)
20
THIRD PARTY ACCREDITED INVESTOR CERTIFICATION
A-1
REPRESENTATION LETTER FOR RESIDENTS OF BRITISH COLUMBIA, CANADA
B-1
3
THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION
FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (B) IN CANADA OR
TO RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE
APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN
EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES REGULATOR
("CANADIAN SECURITIES LAWS").
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is entered into by and between
SolarWindow Technologies, Inc., a Nevada corporation (the "Company") and the
subscriber whose name is set forth on the signature pages affixed hereto (the
"Subscriber").
RECITALS
WHEREAS, the Company is offering ("Offering") for sale up to 2,000 units (the
"Maximum Offering") of its equity securities (each a "Unit" and collectively,
the "Units") at a price of $3,100 per Unit;
WHEREAS, each full Unit consists of: (a) one thousand (1,000) shares (each a
"Share" and collectively, the "Shares") of our common stock, par value $0.001
("Common Stock"); (b) one (1) Series O Warrant to purchase one thousand (1,000)
shares of Common Stock at a price, subject to certain adjustments, of $3.10 per
Warrant Share through October 31, 2017; and (c) one (1) Series P Warrant to
purchase five hundred (500) shares Common Stock at a price, subject to certain
adjustments, of $3.70 per Warrant Share through April 30, 2018 (the Series O
Warrants and the Series P Warrants included in the Units may hereinafter be
referred to individually as a "Warrant" and collectively as, the "Warrants." The
shares issuable upon exercise of the Warrants may hereinafter be referred to
individually as a "Warrant Share" and collectively as, the "Warrant Shares." The
exercise price of the Warrants may hereinafter be referred to as the "Initial
Warrant Exercise Price." The Units, the Shares, the Warrants and the Warrant
Shares may hereinafter be referred to collectively to as the "Securities").
Except as to the number of shares for which the Warrants are exercisable, the
expiration dates of the Warrants, and the Initial Warrant Exercise Price, the
terms and conditions of the Series O Warrants and Series P Warrants are
otherwise identical.
WHEREAS, each Subscriber must purchase