▸ Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq specifically, have experienced extreme volatility that· · ● 1 ▸ If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur losses and may not achieve or maintain profitability or have sufficient cash to fund our future operations.· · ● 1 ▸ Our hardware and software-enabled services are interconnected with electric distribution and transmission facilities owned and operated by regulated utilities necessary to deliver the electricity that our storage systems produce.· · ● 1 ▸ The solar industry has historically been cyclical and experienced periodic downturns, which could adversely affect demand for our products and services and our results of operations.· · ● 1 ▸ Emerging issues related to the development and use of artificial intelligence could give rise to legal or regulatory action, damage our reputation, or otherwise materially harm of our business.· ● ● 2 ▸ Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our securities.· ● ● 2 ▸ Political uncertainty in the U.S. and jurisdictions in which we operate may have an adverse impact on business.· ● ● 2 ▸ We are subject to risks related to environmental, social and governance (“ESG”).· ● ● 2 ▸ The UK NIS Regulations and the NIS Directive require that in-scope entities take appropriate and proportionate measures (having regard to the state of the art) to manage risks posed to the security of the network and information· ● · 1 ▸ Any failure by management to properly manage growth could have a material adverse effect on our business, operating results and financial condition.● · · 1 ▸ Disruption in our global supply chain and rising prices of oil and raw materials as a result of the conflict between Russia and Ukraine may negatively impact our businesses.● · · 1 ▸ Hamas and military conflicts at some of its borders are difficult to predict, as are its economic implications on the Company’s business and operations in Israel and on Israel’s economy in general.● · · 1 ▸ If we are not able to continue to reduce our cost structure in the future, our ability to increase our gross margins may be impaired.● · · 1 ▸ Mergers in the solar industry among our current or potential customers may adversely affect our competitive position.● · · 1 ▸ On January 9, 2023, we issued to L1 Energy the Convertible Note, an unsecured convertible promissory note in an aggregate principal amount of $50.0 million. The Convertible Note is convertible into Common Stock at a number● · · 1 ▸ Our limited operating history at current scale and our nascent industry make evaluating our business and future prospects difficult.● · · 1 ▸ Our new products are complex and require significant preparation, precautionary safety measures, time-consuming string calculations, extensive design expertise and specialized installation equipment, training and● · · 1 ▸ Our products may not achieve broader market acceptance, which would prevent us from increasing our revenue and market share.● ● · 2 ▸ Provisions in the Convertible Note could delay or prevent an otherwise beneficial takeover of us.● ● · 2 ▸ The Charter provides that unless we consent in writing to the selection of an alternative forum, the (a) Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have● · · 1 ▸ The Company’s issuance of additional securities in connection with financings, acquisitions, investments, our equity incentive plans or otherwise would dilute all other stockholders.● ● · 2 ▸ The issuance of common stock upon conversion of the Convertible Note could substantially dilute your investment and could impede our ability to obtain additional financing.● ● · 2 rw ▸ The reduction, elimination or expiration of government subsidies and economic incentives for on-grid solar electricity applications could reduce demand for solar PV systems and harm our business.● ● · 2 ▸ The solar industry has historically been cyclical and experienced periodic downturns, including the current downturn.● ● · 2 ▸ We are subject to national, state and local environmental laws and regulations, as well as environmental laws in those foreign jurisdictions in which we operate. Environmental laws and regulations can be complex and may change● · · 1 ▸ We are subject to risks related to corporate social responsibility.● · · 1 ▸ Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.● · ● 2 ▸ A drop in the retail price of electricity derived from the utility grid or from alternative energy sources may harm our business, financial condition, results of operations, and prospects.● ● ● 3 ▸ A failure of our information technology and data security infrastructure could adversely affect our business and operations.● ● ● 3 ▸ Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult.● ● ● 3 ▸ Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and adversely affect our financial results.● ● ● 3 ▸ Changes in U.S. and foreign tax laws could have a material adverse effect on our business, cash flow, results of operations or financial conditions.● ● ● 3 ▸ group Cybersecurity and Information Technology Risks● ● ● 3 ▸ Developments in alternative technologies or improvements in distributed solar energy generation may have a material adverse effect on demand for our products.● ● ● 3 ▸ Events that negatively impact the growth of renewable energy will have a negative impact on our business and financial condition.● ● ● 3 ▸ Fluctuations in currency exchange rates may negatively impact our financial condition and results of operations.● ● ● 3 ▸ Given our dynamic customer makeup across the world, we and our customers are subject to governmental policies applicable to renewable energy development in numerous jurisdictions.● ● ● 3 ▸ If our estimates of useful life for our solar energy hardware and software solutions are inaccurate or if our OEM suppliers do not meet service and performance warranties and guarantees, our business and financial results could be adversely affected.● ● ● 3 ▸ If renewable energy technologies are not suitable for widespread adoption or sufficient demand for our hardware and software-enabled services does not develop or takes longer to develop than we anticipate, our sales and revenue may decline.● ● ● 3 ▸ If securities analysts do not publish research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.● ● ● 3 ▸ If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.● ● ● 3 ▸ Natural disasters, public health events, significant disruptions of information technology systems, data security breaches, or other catastrophic events could adversely affect our operations.● ● ● 3 ▸ Our business could be adversely affected by trade tariffs or other trade barriers.● ● ● 3 ▸ Our business has been and could continue to be affected by seasonal trends and construction cycles.● ● ● 3 ▸ Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.● ● ● 3 ▸ Our failure to manage any of these risks successfully could harm our existing and future international operations and seriously impair our overall business.● ● ● 3 ▸ Our failure to obtain the right to use necessary third-party intellectual property rights on reasonable terms, or our failure to maintain, and comply with the terms and conditions applicable to these rights, could harm our business and prospects.● ● ● 3 ▸ Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.● ● ● 3 ▸ Our gross margins are impacted by our ability to continue to reduce our cost structure and the continuous pressure we face to reduce the prices of our products, which has adversely affected, and may continue to adversely affect, our gross margins.● ● ● 3 rw ▸ Our hardware and software-enabled products involve a lengthy sales cycle, and if we fail to close sales on a regular and timely basis it could adversely affect our business, financial condition and results of operations.● ● ● 3 ▸ Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.● ● ● 3 ▸ Our recent and planned expansion into existing and new geographic markets or new product lines or services could subject us to additional business, financial, and competitive risks.● ● ● 3 ▸ Our significant international operations subject us to additional risks that could adversely affect our business, results of operations and financial condition.● ● ● 3 ▸ Our success in marketing and selling our products depend, in part, upon our ability to continue to work closely with leading solar manufacturers.● ● ● 3 ▸ Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time.● ● ● 3 ▸ group Risks Related to Intellectual Property and Technology● ● ● 3 ▸ group Risks Related to Legal, Compliance and Regulations● ● ● 3 ▸ group Risks Related to Our Business and Industry● ● ● 3 ▸ group Risks Related to Our Financial Condition and Liquidity● ● ● 3 ▸ group Risks Related to the Ownership of Our Securities● ● ● 3 ▸ Several of these factors are largely outside our control, and any negative perceptions about our long-term business prospects, even if unfounded, would likely adversely affect our business, financial condition and results of operations.● ● ● 3 ▸ The Company’s board of directors and management have significant control over the Company’s business.● ● ● 3 ▸ The Company’s board of directors has the ability to issue blank check preferred stock, which may discourage or impede acquisition efforts or other transactions.● ● ● 3 ▸ The Company’s operating results and other operating metrics may fluctuate significantly from period to period, which could lead to a decline in the trading price of our common stock.● ● ● 3 ▸ The costs incurred in correcting any material defects or errors in our hardware and software or other performance problems may be substantial and could adversely affect our business, financial condition and results of operations.● ● ● 3 ▸ The failure of battery energy storage cost to continue to decline would have a negative impact on our business and financial condition.● ● ● 3 rw ▸ The loss of, or events affecting, one or more of our major customers could reduce our sales and have an adverse effect on our business, financial condition and results of operations.● ● ● 3 ▸ The price of our common stock has been, and may continue to be, volatile, and the value of our common stock may decline.● ● ● 3 ▸ The threat of global economic, capital markets and credit disruptions, including sovereign debt issues, pose risks to our business.● ● ● 3 ▸ We are exposed to general economic conditions and the fluctuations of interest and inflation rates may have an adverse effect on our business.● ● ● 3 ▸ We currently face and will continue to face significant competition.● ● ● 3 ▸ We depend upon a small number of outside contract manufacturers, and our business and operations could be disrupted if we encounter problems with these contract manufacturers.● ● ● 3 ▸ We face supply chain competition, including competition from businesses in other industries, which could result in insufficient inventory and negatively affect our results of operations.● ● ● 3 ▸ We have a history of generating net losses, and if we are unable to control our costs or achieve adequate revenue growth, we may not achieve or maintain profitability in the future or have sufficient cash to fund our future operations.● ● ● 3 rw ▸ We have in some instances, and may in the future, enter into long-term supply agreements that could result in insufficient inventory and negatively affect our results of operations.● ● ● 3 ▸ We have in the past, and may in the future, face product liability lawsuits which, regardless of outcome, can be expensive to defend, divert the attention of management, and lead to reputational harm.● ● ● 3 ▸ We have incurred, and will continue to incur, increased costs as a result of being a public company, and the Company’s management will be required to devote substantial time to compliance and investor relations initiatives.● ● ● 3 ▸ We may be subject to securities litigation, which is expensive and could divert management’s attention.● ● ● 3 ▸ We may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result in litigation and adversely affect our business.● ● ● 3 ▸ We may fail to capture customers in the new product and geographic markets that we are pursuing.● ● ● 3 ▸ We may need to defend ourselves against claims that we infringe, have misappropriated, or otherwise violate the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.● ● ● 3 ▸ We must maintain customer confidence in our long-term business prospects in order to grow our business.● ● ● 3 
