EXHIBIT 10.1
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND ARE PROPOSED TO BE ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. SUCH SECURITIES
MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S.
SECURITIES ACT. THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE
NOT BEEN APPROVED OR RECOMMENDED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED ON THE ACCURACY OR ADEQUACY OF THIS AGREEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY IN OR FROM A
JURISDICTION OF CANADA UNLESS THE CONDITIONS IN SECTION 13 OF MULTILATERAL
INSTRUMENT 51-105 "ISSUERS QUOTED IN THE U.S. OVER-THE-COUNTER MARKETS" ARE MET.
THESE CONDITIONS INCLUDE THE REQUIREMENTS THAT THE HOLDER OF THE SECURITY
OFFERED HEREBY MUST NOT TRADE THE SECURITY IN OR FROM A JURISICTION IN CANADA
UNLESS (A) THE SECURITY HOLDER TRADES THE SECURITY THROUGH AN INVESTMENT DEALER
REGISTERED IN A JURISDICTION OF CANADA FROM AN ACCOUNT AT THAT DEALER IN THE
NAME OF THAT SECURITY HOLDER, AND (B) THE DEALER EXECUTES THE TRADE THROUGH ANY
OF THE OVER-THE-COUNTER MARKETS IN THE UNITED STATES.
REGULATION S SUBSCRIPTION AGREEMENT FOR UNITS
(Canadian and Non-US Persons)
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").
WHEREAS, the Company is offering ("Offering") for sale up to a maximum of
1,200,000 units and a minimum of 600,000 units (the "Minimum Number of Units")
of its equity securities (each a "Unit" and collectively, the "Units") at a
price of US$3.11 per Unit (the "Unit Price") or US$3,732,000 in the aggregate if
all of the offered Units are sold;
1
WHEREAS, each full Unit consists of: (a) one share (each a "Share" and
collectively, the "Shares") of our common stock, par value $0.001 ("Common
Stock"); (b) one (1) Series S Stock Purchase Warrant in the form of Exhibit A to
this Agreement (each, a "Series S Warrant") to purchase one (1) share of Common
Stock at a price, subject to certain adjustments, of $3.42 per Warrant Share (as
defined below) through 5:00 pm (Eastern Time) on September 14, 2022; the Series
S Warrants included in the Units may hereinafter be referred to individually as
a "Warrant" and