As a result of the business acquisition, the Company will receive all rights, title and interest in certain (i) agreements, (ii) intellectual property, (iii) accounts receivable, (iv) equipment, (v) Deep Solar’s reputation and customer relations associated with their business, (vi) the “My DeepSolar” application and platform, and (vi) all rights, title and interest in, to or arising from any of the foregoing assets, properties and rights (whether real, personal or mixed, tangible or intangible, wherever located), each as set forth or defined in the Agreement (collectively, the “Acquired Assets”). In consideration for the sale of the Acquired Assets, BLRN is entitled to receive (1) 178,769 ordinary shares of the Company, representing 9.9% of the issued and outstanding share capital of the Company (after such issuance); (2) 223,792 pre-funded warrants to purchase 223,792 ordinary shares; (3) 685,004 pre-funded milestone warrants to purchase 685,004 ordinary shares; (4) 1,087,565 warrants-A to purchase 1,087,565 ordinary shares ; and (5) 1,087,565 warrants-B to purchase 1,087,565 ordinary shares  (collectively, the “Securities”). In addition, certain employees of BLRN shall enter into employment agreements with the Company.

The foregoing is a summary description of certain terms of the Agreement and, by its nature, is not comprehensive. The Agreement contains customary representations, warranties and covenants that the parties made to, solely for the benefit of, each other in the context of all of the terms and conditions of the Agreement and in the context of the specific relationship between the parties thereto.