{"url_path":"/sec/hmelf/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","accession_number":"0001213900-26-056780","cik":"0001853630","ticker":"HMELF","issuer_name":"Hold Me Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1853630/0001213900-26-056780-index.html","primary_entity_key":"0001853630","primary_entity_name":"Hold Me Ltd"},"word_count":10277,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n*A.*\n*SHARE\nCAPITAL*\n\n \n\nAs of May 10, 2026, our authorized share capital\nconsists of 990,000,000 ordinary shares, par value NIS 0.01 per share, and 10,000,000 shares of Preferred Shares, par value NIS 0.01 per\nshare, and 2,282,124 ordinary shares and 10,000,000 shares of Preferred Shares, par value NIS 0.01 per share, issued and outstanding,\nall of which Preferred Shares are owned by Menachem Shalom.\n\n \n\nAll\nof our outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not\nhave any preemptive rights.\n\n \n\nOur\nboard of directors may determine the issue prices and terms for such shares or other securities and may further determine any other provision\nrelating to such issue of shares or securities. We may also issue and redeem redeemable securities on such terms and in such manner as\nour board of directors shall determine.\n\n \n\n*B.*\n*MEMORANDUM\nAND ARTICLES OF ASSOCIATION*\n\n \n\nThe\nfollowing is a description of the material terms of our articles of association. The following description may not contain all of the\ninformation that is important to you, and we therefore refer you to our articles of association, a copy of which is filed with the SEC\nas Exhibit 3.1 to Amendment No. 3 to our Registration Statement on Form F-1 filed with the SEC on June 29, 2021 and is incorporated\nherein by reference.\n\n \n\n**Registration\nnumber and purposes of the company**\n\n \n\nWe\nare registered with the Israeli Registrar of Companies. Our registration number is 51-3933218. Our purpose as set forth in our articles\nof association is to engage in any lawful act or activity.\n\n \n\n**The\nPowers of the Directors**\n\n \n\nPursuant\nto our articles of association and subject to the Companies Law, the determination of the policy of the business of the Company and the\nsupervision on the performance of the General Manager of the Company (who may be a director or non-director and who shall have the authority\nwith respect to the day to day management of the Company in the ordinary course of business, in the framework of, and subject to, the\npolicy, guidelines and instructions of the board of directors from time to time) shall be vested in the board of directors (the “Board”).\nThe Board may exercise all such powers and do all such acts and things as the Company is authorized to exercise and do and which are\nnot required by law or our articles of association to be done by the Company by action of our shareholders at a General Meeting.\n\n \n\n34\n\n \n\n**Borrowing\nPowers**\n\n \n\nPursuant\nto the Companies Law and our articles of association, our board of directors may exercise all powers and take all actions that are not\nrequired under law or under our articles of association to be exercised or taken by our shareholders, including the power to borrow money\nfor company purposes.\n\n \n\n**Rights\nAttached to Shares**\n\n \n\nOur\nOrdinary Shares shall confer upon the holders thereof:\n\n \n\n \n●\nequal\nright to attend and to vote at all of our general meetings, whether regular or special, with each Ordinary Share entitling the holder\nthereof, which attend the meeting and participate at the voting, either in person or by a proxy or by a written ballot, to one vote;\n\n \n \n \n\n \n●\nequal\nright to participate in distribution of dividends, if any, whether payable in cash or in bonus shares, in distribution of assets\nor in any other distribution, on a per share pro rata basis; and\n\n \n \n \n\n \n●\nequal\nright to participate, upon our dissolution, in the distribution of our assets legally available for distribution, on a per share\npro rata basis.\n\n \n\n**Election\nof Directors**\n\n \n\nUnder\nour articles of association, our board of directors shall have up to 11 directors. Pursuant to our articles of association, each of our\ndirectors will be appointed by a simple majority vote of holders of our ordinary shares, participating and voting at an annual general\nmeeting of our shareholders, In addition, other than in certain circumstances our articles of association allow our board of directors\nonly to appoint new directors to fill vacancies on the board of directors temporarily up to the maximum number of directors permitted\nunder articles of association. Any director so appointed serves for a term of office equal to the remaining period of the term of office\nof the director whose office has been vacated (or in the case of any new director, for a term of office according to the class to which\nsuch director was assigned upon appointment).\n\n \n\n**Annual\nand Special Meetings**\n\n \n\nUnder\nIsraeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be held no later\nthan 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders\nare referred to in our articles of association as special general meetings. Our board of directors may call special general meetings\nwhenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides\nthat our board of directors is required to convene a special general meeting upon the written request of (i) any two or more of our directors\nor one-quarter or more of the serving members of our board of directors or (ii) one or more shareholders holding, in the aggregate, either\n(a) 5% or more of our outstanding issued shares and 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting\npower.\n\n \n\nSubject\nto the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general\nmeetings are the shareholders of record on a date to be decided by the board of directors, which, as a company listed on an exchange\noutside Israel, may be between four and 40 days prior to the date of the meeting. Furthermore, the Companies Law requires that resolutions\nregarding the following matters must be passed at a general meeting of our shareholders:\n\n \n\n \n●\namendments\nto our articles of association;\n\n \n \n \n\n \n●\nappointment,\ntermination or the terms of service of our auditors;\n\n \n \n \n\n \n●\nappointment\nof external directors (if applicable);\n\n \n \n \n\n \n●\napproval\nof certain related party transactions;\n\n \n \n \n\n \n●\nincreases\nor reductions of our authorized share capital;\n\n \n \n \n\n \n●\na\nmerger; and\n\n \n \n \n\n \n●\nthe\nexercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers\nand the exercise of any of its powers is required for our proper management.\n\n \n\n35\n\n \n\n**Notices**\n\n \n\nThe\nCompanies Law requires that a notice of any annual general meeting or special general meeting be provided to shareholders at least 21\ndays prior to the meeting and if the agenda of the meeting includes, among other things, the appointment or removal of directors, the\napproval of transactions with office holders or interested or related parties or the approval of a merger, notice must be provided at\nleast 35 days prior to the meeting.\n\n \n\n**Quorum**\n\n \n\nPursuant\nto our articles of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to\na vote before the shareholders at a general meeting. The quorum required for our general meetings of shareholders consists of at least\ntwo shareholders present in person, by proxy or written ballot who hold or represent between them at least 33.3% of the total outstanding\nvoting rights, within half an hour of the time fixed for the commencement of the meeting. A meeting adjourned for lack of a quorum shall\nbe adjourned to the same day in the next week, at the same time and place, to such day and at such time and place as indicated in the\nnotice to such meeting, or to such day and at such time and place as the Board may determine in a notice to the Shareholders. If within\nhalf an hour from the time scheduled for the adjourned meeting a legal quorum is not present, then any two Shareholders entitled to vote,\npresent in person or by proxy, shall constitute a legal quorum for such adjourned meeting and shall be entitled to resolve any matters\non the agenda of the meeting. unless a meeting was called pursuant to a request by our shareholders, in which case the quorum required\nis one or more shareholders present in person or by proxy and holding the number of shares required to call the meeting as described\nabove under “Annual and Special Meetings.”\n\n \n\n**Adoption\nof Resolutions**\n\n \n\nOur\narticles of association provide that all resolutions of our shareholders require a simple majority\nvote, unless otherwise required by the Companies Law or by our articles of association. Under the Companies Law, certain actions\nrequire a special majority, including: (i) the approval of an extraordinary transaction with a controlling shareholder or in which the\ncontrolling shareholder has a personal interest, (ii) the terms of employment or other engagement of a controlling shareholder of the\ncompany or a controlling shareholder’s relative (even if such terms are not extraordinary) and (iii) approval of certain compensation-related\nmatters require the approval described above under “—Board of directors and officers—Compensation committee.”\nUnder our articles of association, the alteration of the rights, privileges, preferences or obligations of any class of our shares (to\nthe extent there are classes other than ordinary shares) may require a simple majority of the class so affected (or such other percentage\nof the relevant class that may be set forth in the governing documents relevant to such class), in addition to the ordinary majority\nvote of all classes of shares voting together as a single class at a shareholder meeting.\n\n \n\n**Changing\nRights Attached to Shares**\n\n \n\nOur\narticles of association provide that the Company shall not amend the articles of association in a manner that adversely affects\nthe rights of a shareholder without obtaining the consent of\nthe majority of the shareholders that are adversely affected by such modification. An amendment that affects all the Shareholders in\nthe same manner is not be deemed to constitute a modification of rights associated with specific shares. Any amendment affecting the\nrights of the holders of our preferred shares requires the approval of at least a majority of the preferred shares present and entitled\nto vote at a meeting called to discuss such amendment.\n\n \n\n**Limitations\non the Right to Own Securities in Our Company**\n\n \n\nThere\nare no limitations on the right to own our securities.\n\n \n\n36\n\n \n\n**Provisions\nRestricting Change in Control of Our Company**\n\n \n\nThere\nare no specific provisions of our Articles that would have an effect of delaying, deferring or preventing a change in control of the\nCompany or that would operate only with respect to a merger, acquisition or corporate restructuring involving us (or our Subsidiary).\nHowever, as described below, certain provisions of the Companies Law may have such effect. The Companies Law includes provisions that\nallow a merger transaction and requires that each company that is a party to the merger have the transaction approved by its board of\ndirectors and a vote of the majority of its shares. For purposes of the shareholder vote of each party, unless a court rules otherwise,\nthe merger will not be deemed approved if shares representing a majority of the voting power present at the shareholders meeting and\nwhich are not held by the other party to the merger (or by any person who holds 25% or more of the voting power or the right to appoint\n25% or more of the directors of the other party) vote against the merger. Upon the request of a creditor of either party to the proposed\nmerger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that as a result of the merger\nthe surviving company will be unable to satisfy the obligations of any of the parties to the merger. In addition, a merger may not be\ncompleted unless at least (1) 50 days have passed from the time that the requisite proposals for approval of the merger were filed with\nthe Israeli Registrar of Companies by each merging company and (2) 30 days have passed since the merger was approved by the shareholders\nof each merging company.\n\n \n\nThe\nCompanies Law also provides that an acquisition of shares in a public company must be made by means of a “special” tender\noffer if as a result of the acquisition (1) the purchaser would become a 25% or greater shareholder of the company, unless there is already\nanother 25% or greater shareholder of the company or (2) the purchaser would become a 45% or greater shareholder of the company, unless\nthere is already a 45% or greater shareholder of the company. These requirements do not apply if, in general, the acquisition (1) was\nmade in a private placement that received shareholder approval, (2) was from a 25% or greater shareholder of the company which resulted\nin the acquirer becoming a 25% or greater shareholder of the company, or (3) was from a 45% or greater shareholder of the company which\nresulted in the acquirer becoming a 45% or greater shareholder of the company. A “special” tender offer must be extended\nto all shareholders, but the offeror is not required to purchase more than 5% of the company’s outstanding shares, regardless of\nhow many shares are tendered by shareholders. In general, the tender offer may be consummated only if (1) at least 5% of the company’s\noutstanding shares will be acquired by the offeror and (2) the number of shares tendered in the offer exceeds the number of shares whose\nholders objected to the offer.\n\n \n\nIf,\nas a result of an acquisition of shares, the acquirer will hold more than 90% of a company’s outstanding shares, the acquisition\nmust be made by means of a tender offer for all of the outstanding shares. In general, if less than 5% of the outstanding shares are\nnot tendered in the tender offer and more than half of the offerees who have no personal interest in the offer tendered their shares,\nall the shares that the acquirer offered to purchase will be transferred to it. Shareholders may request appraisal rights in connection\nwith a full tender offer for a period of six months following the consummation of the tender offer, but the acquirer is entitled to stipulate\nthat tendering shareholders will forfeit such appraisal rights.\n\n \n\nLastly,\nIsraeli tax law treats some acquisitions, such as stock-for-stock exchanges between an Israeli company and a foreign company, less favorably\nthan U.S. tax laws. For example, Israeli tax law may, under certain circumstances, subject a shareholder who exchanges his Ordinary Shares\nfor shares in another corporation to taxation prior to the sale of the shares received in such stock-for-stock swap.\n\n \n\n**Changes\nin Our Capital**\n\n \n\nOur\narticles of association enable us to increase or reduce\nour share capital. Any such changes are subject to Israeli law and must be approved by a resolution duly passed by our shareholders at\na general meeting by voting on such change in the capital. In addition, transactions that have the effect of reducing capital, such as\nthe declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both our\nboard of directors and an Israeli court.\n\n \n\n**Access\nto Corporate Records**\n\n \n\nUnder\nthe Companies Law, all shareholders of a company generally have the right to review minutes of the company’s general meetings,\nits shareholders register and principal shareholders register, articles of association, financial statements and any document it is required\nby law to file publicly with the Israeli Registrar of Companies and the Israeli Securities Authority. Furthermore, any of our shareholders\nmay request access to review any document in our possession that relates to any action or transaction with a related party, interested\nparty or office holder that requires shareholder approval under the Companies Law. However, we may deny such a request to review a document\nif we determine that the request was not made in good faith, that the document contains a commercial secret or a patent or that the document’s\ndisclosure may otherwise prejudice our interests.\n\n \n\n*C.*\n*MATERIAL\nCONTRACTS.*\n\n \n\nFor\na description of the Company’s material contracts not entered into in the ordinary course of business, please refer to “Item\n7.B. Related Party Transactions.”\n\n \n\n37\n\n \n\n*D.*\n*EXCHANGE\nCONTROLS.*\n\n \n\nThere\nare currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of\nthe ordinary shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that\nare, or have been, in a state of war with Israel.\n\n \n\n*E.*\n*TAXATION*\n\n \n\nThe\nfollowing description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership\nand disposition of our ordinary shares. You should consult your own tax advisor concerning the tax consequences of your particular situation,\nas well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.\n\n \n\n**Israeli\ntax considerations and government programs**\n\n \n\nThe\nfollowing is a brief summary of the material Israeli tax laws applicable to us, and certain Israeli Government programs that benefit\nus. This section also contains a discussion of material Israeli tax consequences concerning the ownership and disposition of our ordinary\nshares purchased by investors in this offering. This summary does not discuss all the aspects of Israeli tax law that may be relevant\nto a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment\nunder Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes\nnot covered in this discussion. To the extent that the discussion is based on new tax legislation that has not yet been subject to judicial\nor administrative interpretation, we cannot assure you that the appropriate tax authorities or the courts will accept the views expressed\nin this discussion. The discussion below is subject to change, including due to amendments under Israeli law or changes to the applicable\njudicial or administrative interpretations of Israeli law, which change could affect the tax consequences described below.\n\n \n\n**General\ncorporate tax structure in Israel**\n\n \n\nIsraeli\ncompanies are generally subject to corporate tax. The corporate tax rate for 2017 was 24%, and in 2018 and thereafter the corporate tax\nrate is 23% of their taxable income. However, the effective tax rate payable by a company that derives income from an Approved Enterprise,\na Preferred Enterprise, a Benefited Enterprise or a Technology Enterprise (as discussed below) may be considerably less. Capital gains\nderived by an Israeli company are generally subject to the prevailing corporate tax rate.\n\n \n\n**Law\nfor the Encouragement of Industry (Taxes), 5729-1969**\n\n \n\nThe\nLaw for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax\nbenefits for “Industrial Companies.” We believe that we currently qualify as an Industrial Company within the meaning of\nthe Industry Encouragement Law.\n\n \n\nThe\nIndustry Encouragement Law defines an “Industrial Company” as an Israeli resident-company, of which 90% or more of its income\nin any tax year, other than income from certain government loans, is derived from an “Industrial Enterprise” owned by it\nand located in Israel or in the “Area”, in accordance with the definition under section 3A of the Israeli Income Tax\nOrdinance (New Version) 1961, or the Ordinance. An “Industrial Enterprise” is defined as an enterprise whose principal activity\nin a given tax year is industrial production.\n\n \n\nThe\nfollowing corporate tax benefits, among others, are available to Industrial Companies:\n\n \n\n \n●\namortization\nof the cost of purchased patent, rights to use a patent, and know-how, which are used for the development or advancement of the Industrial\nEnterprise, over an eight-year period, commencing on the year in which such rights were first exercised;\n\n \n\n \n●\nunder\nlimited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies; and\n\n \n\n \n●\nexpenses\nrelated to a public offering are deductible in equal amounts over three years commencing on the year of the offering.\n\n \n\nEligibility\nfor benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority.\n\n \n\n38\n\n \n\n**Tax\nbenefits and grants for research and development**\n\n \n\nIsraeli\ntax law allows, under certain conditions, a tax deduction for expenditures, including capital expenditures, for the year in which they\nare incurred. Expenditures are deemed related to scientific research and development projects, if:\n\n \n\n \n●\nThe\nexpenditures are approved by the relevant Israeli government ministry, determined by the field of research;\n\n \n\n \n●\nThe\nresearch and development must be for the promotion of the company; and\n\n \n\n \n●\nThe\nresearch and development is carried out by or on behalf of the company seeking such tax deduction.\n\n \n\nThe\namount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific\nresearch and development projects. No deduction under these research and development deduction rules is allowed if such deduction is\nrelated to an expense invested in an asset depreciable under the general depreciation rules of the Ordinance. Expenditures that are unqualified\nunder the conditions above are deductible in equal amounts over three years.\n\n \n\nFrom\ntime to time we may apply to the Israel Innovation Authority for approval to allow a tax deduction for all or most of research and development\nexpenses during the year incurred. There can be no assurance that such application will be accepted.\n\n \n\n**Law\nfor the Encouragement of Capital Investments, 5719-1959**\n\n \n\nThe\nLaw for the Encouragement of Capital Investments, 5719 1959, generally referred to as the Investment Law, provides certain incentives\nfor capital investments in production facilities (or other eligible assets).\n\n \n\nThe\nInvestment Law was significantly amended effective as of April 1, 2005 (the “2005 Amendment”), as of January 1,\n2011 (the “2011 Amendment”) and as of January 1, 2017 (the “2017 Amendment”). Pursuant to the 2005 Amendment,\ntax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force\nbut any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced\nnew benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment.\nHowever, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to\ncontinue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and\nhave the benefits of the 2011 Amendment apply. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the\nexisting tax benefits.\n\n \n\n**Tax\nbenefits subsequent to the 2005 amendment**\n\n \n\nThe\n2005 Amendment applies to new investment programs and investment programs commencing after 2004, but does not apply to investment programs\napproved prior to April 1, 2005. The 2005 Amendment provides that terms and benefits included in any certificate of approval that\nwas granted before the 2005 Amendment became effective (April 1, 2005) will remain subject to the provisions of the Investment Law\nas in effect on the date of such approval. Pursuant to the 2005 Amendment, the Investment Center will continue to grant Approved Enterprise\nstatus to qualifying investments. The 2005 Amendment, however, limits the scope of enterprises that may be approved by the Investment\nCenter by setting criteria for the approval of a facility as an Approved Enterprise, such as provisions generally requiring that at least\n25% of the Approved Enterprise’s income be derived from exports.\n\n \n\nIn\norder to receive the tax benefits, a company must make an investment which meets all of the conditions, including exceeding a minimum\nentitling investment amount, set forth in the Investment Law. Such investment allows a company to receive “Benefited Enterprise”\nstatus, and may be made over a period of no more than three years ending at the end of the year in which the company chose to have the\ntax benefits apply to its Benefited Enterprise, referred to as the “Year of Election.”\n\n \n\n39\n\n \n\nThe\nextent of the tax benefits available under the 2005 Amendment to qualifying income of a Benefited Enterprise depend on, among other things,\nthe geographic location in Israel of the Benefited Enterprise. The location will also determine the period for which tax benefits are\navailable. In the event that the Company is profitable for tax purposes, such tax benefits include an exemption from corporate tax on\nundistributed income for a period of between two to ten years, depending on the geographic location of the Benefited Enterprise in Israel,\nand a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment\nin the company in each year. A company qualifying for tax benefits under the 2005 Amendment which pays a dividend out of income derived\nby its Benefited Enterprise during the tax exemption period will be subject to corporate tax in respect of the gross amount of the dividend\n(to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) which would have otherwise been applicable,\nor a lower rate in the case of a qualified foreign investment company which is at least 49% owned by non-Israeli residents. In addition\ndividends paid out of income attributed to a Benefited Enterprise are generally subject to withholding tax at source at the rate of 15%\nor such lower rate as may be provided under any applicable tax treaty (subject to the receipt in advance of a valid certificate from\nthe Israel Tax Authority allowing for a reduced tax rate).\n\n \n\nThe\nbenefits available to a Benefited Enterprise are subject to the fulfillment of conditions stipulated in the Investment Law and its regulations.\nIf a company does not meet these conditions, it may be required to refund the amount of tax benefits, as adjusted by the Israeli consumer\nprice index, and interest, or other monetary penalties.\n\n \n\nThe\nCompany has not applied for “Benefited Enterprise” status.\n\n \n\n**Tax\nbenefits under the 2011 amendment**\n\n \n\nThe\n2011 Amendment canceled the availability of the benefits granted to Industrial Companies under the Investment Law prior to 2011 and,\ninstead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise”\n(as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company\nincorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status\nand is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax\nrate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located\nin a specified development zone, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from\n15% and 10%, respectively, to 12.5% and 7%, respectively, in 2013, 16% and 9% respectively, in 2014, 2015 and 2016, and 16% and 7.5%,\nrespectively, in 2017 and thereafter. Income derived by a Preferred Company from a “Special Preferred Enterprise” (as such\nterm is defined in the Investment Law) would be entitled, during a benefits period of 10 years, to further reduced tax rates of 8%, or\n5% if the Special Preferred Enterprise is located in a certain development zone.\n\n \n\nDividends\ndistributed from income which is attributed to a “Preferred Enterprise” will be subject to withholding tax at source at the\nfollowing rates: (i) Israeli resident corporations–0%, (although, if such dividends are subsequently distributed to individuals\nor a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall apply) (ii) Israeli resident individuals–20%\n(iii) non-Israeli residents (individuals and corporations)–20%, subject to a reduced tax rate under the provisions of any applicable\ndouble tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax\nrate).\n\n \n\nThe\n2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment\nLaw. These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of\nthe Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011, a Benefited Enterprise can elect\nto continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided that certain conditions\nare met.\n\n \n\nWe\ncurrently do not intend to implement the 2011 Amendment.\n\n \n\n**New\ntax benefits under the 2017 amendment that became effective on January 1, 2017**\n\n \n\nThe\n2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of\nJanuary 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technology Enterprises,” as described\nbelow, and is in addition to the other existing tax beneficial programs under the Investment Law.\n\n \n\nThe\n2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise”\nand will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technology Income”, as\ndefined in the Investment Law. The tax rate is further reduced to 7.5% for a Preferred Technology Enterprise located in development zone\n“A”. In addition, a Preferred Technology Company will enjoy a reduced corporate tax rate of 12% on capital gain derived from\nthe sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company if the\nBenefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and\nthe sale receives prior approval from the National Authority for Technological Innovation (“NATI”).\n\n \n\n40\n\n \n\nThe\n2017 Amendment further provides that a technology company satisfying certain conditions (group turnover of at least NIS 10 billion) will\nqualify as a “Special Preferred Technology Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred\nTechnology Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technology\nEnterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible\nAssets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Enterprise\nor acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from NATI. A Special Preferred\nTechnology Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible\nfor these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.\n\n \n\nDividends\ndistributed by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income,\nare generally subject to withholding tax at source at the rate of 20% or such lower rate as may be provided in an applicable tax treaty\n(subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if\nsuch dividends are paid to an Israeli company, no tax is required to be withheld. If such dividends are distributed to a foreign company\nthat holds solely or together with other foreign companies 90% or more in the Israeli company and other conditions are met, the withholding\ntax rate will be 4%.\n\n \n\nWe\nare examining the impact of the 2017 Amendment and the degree to which we will qualify as a Preferred Technology Enterprise, the amount\nof Preferred Technology Income that we may have and other benefits that we may receive from the 2017 Amendment.\n\n \n\n**Taxation\nof our shareholders**\n\n \n\nCapital\ngains taxes applicable to non-Israeli resident shareholders. A non-Israeli resident who derives capital gains from the sale of shares\nin an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel, will\nbe exempt from Israeli tax so long as the shares were not held through a permanent establishment that the non-resident maintains in Israel.\nHowever, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling interest\nmore than 25% in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits\nof such non-Israeli corporation, whether directly or indirectly. In addition, such exemption is not applicable to a person whose gains\nfrom selling or otherwise disposing of the shares are deemed to be business income.\n\n \n\nAdditionally,\na sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax\ntreaty. For example, under Convention Between the Government of the United States of America and the Government of the State of Israel\nwith respect to Taxes on Income, as amended (the “United States Israel Tax Treaty”), the sale, exchange or other disposition\nof shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is\nentitled to claim the benefits afforded to such a resident by the U.S. Israel Tax Treaty (a “Treaty U.S. Resident”) is generally\nexempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition is attributed to real\nestate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the\ncapital gain arising from the such sale, exchange or disposition is attributed to a permanent establishment in Israel, under certain\nterms; (iv) such Treaty U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting capital during any\npart of the 12 month period preceding the disposition, subject to certain conditions; or (v) such Treaty U.S. Resident is an individual\nand was present in Israel for 183 days or more during the relevant taxable year.\n\n \n\nIn\nsome instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration\nmay be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax\non their capital gains in order to avoid withholding at source at the time of sale (i.e., resident certificate or other documentation).\n\n \n\nTaxation\nof non-Israeli shareholders on receipt of dividends. Non-Israeli residents (either individuals or corporations) are generally subject\nto Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%, which tax will be withheld at source,\nunless relief is provided in a treaty between Israel and the shareholder’s country of residence. With respect to a person who is\na “substantial shareholder” at the time of receiving the dividend or on any time during the preceding twelve months, the\napplicable tax rate is 30%. A “substantial shareholder” is generally a person who alone or together with such person’s\nrelative or another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any\nof the “means of control” of the corporation. “Means of control” generally include the right to vote, receive\nprofits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid\nrights how to act, regardless of the source of such right. Such dividends are generally subject to Israeli withholding tax at a rate\nof 25% so long as the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not) and 20%\nif the dividend is distributed from income attributed to an Approved Enterprise, a Benefited Enterprise or a Preferred Enterprise, unless\na reduced rate is provided under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax\nAuthority allowing for a reduced tax rate). For example, under the United States-Israel Tax Treaty, the maximum rate of tax withheld\nat source in Israel on dividends paid to a holder of our ordinary shares who is a Treaty U.S. Resident is 25%. However, generally, the\nmaximum rate of withholding tax on dividends, not generated by a Preferred Enterprise or Benefited Enterprise, that are paid to a United\nStates corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed\nas well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding year consists\nof certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved\nEnterprise, Benefited Enterprise or Preferred Enterprise are not entitled to such reduction under the tax treaty but are subject to a\nwithholding tax rate of 15% for a shareholder that is a U.S. corporation, provided that the conditions related to holding 10% or more\nfrom the outstanding voting capital and our gross income for the previous year (as set forth in the previous sentence) are met. If the\ndividend is attributable partly to income derived from an Approved Enterprise, Benefited Enterprise or Preferred Enterprise, and partly\nto other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income.\nWe cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders’ tax liability.\n\n \n\n41\n\n \n\n*Surtax.* Subject\nto the provisions of an applicable tax treaty, individuals who are subject to tax in Israel are also subject to an additional tax at\na rate of 3% on annual income (including, but not limited to, dividends, interest and capital gain) exceeding NIS 647,640 for 2021, which\namount is linked to the annual change in the Israeli consumer price index.\n\n \n\n*Estate\nand Gift Tax.* Israeli law presently does not impose estate or gift taxes.\n\n \n\n**United\nStates federal income taxation**\n\n \n\n**United\nStates federal income taxation**\n\n \n\nThe\nfollowing is a description of the material U.S. federal income tax consequences of the acquisition, ownership and disposition of our\nordinary shares. This description addresses only the U.S. federal income tax consequences to U.S. Holders (as defined below) that are\ninitial purchasers of our ordinary shares pursuant to the offering and that will hold such ordinary shares as capital assets within the\nmeaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and that have the U.S. dollar\nas their functional currency. This discussion is based upon the Code, applicable U.S. Treasury regulations, administrative pronouncements\nand judicial decisions, in each case as in effect on the date hereof, all of which are subject to change (possibly with retroactive effect).\nNo ruling will be requested from the Internal Revenue Service (the “IRS”) regarding the tax consequences of the acquisition,\nownership or disposition of the ordinary shares, and there can be no assurance that the IRS will agree with the discussion set out below.\nThis summary does not address any U.S. tax consequences other than U.S. federal income tax consequences (e.g., the estate and gift tax\nor the Medicare tax on net investment income) and does not address any state, local or non-U.S. tax consequences.\n\n \n\nThis\ndescription does not address tax considerations applicable to holders that may be subject to special tax rules, including, without limitation:\n\n \n\n \n●\nbanks,\nfinancial institutions or insurance companies;\n\n \n\n \n●\nreal\nestate investment trusts or regulated investment companies;\n\n \n\n \n●\ndealers\nor brokers;\n\n \n\n \n●\ntraders\nthat elect to mark-to-market;\n\n \n\n \n●\ntax\nexempt entities or organizations;\n\n \n\n \n●\n“individual\nretirement accounts” and other tax deferred accounts;\n\n \n\n \n●\ncertain\nformer citizens or long-term residents of the United States;\n\n \n\n \n●\npersons\nthat are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;\n\n \n\n \n●\npersons\nthat acquired our ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation for the performance\nof services;\n\n \n\n \n●\npersons\nholding our ordinary shares as part of a “hedging,” “integrated” or “conversion” transaction\nor as a position in a “straddle” for U.S. federal income tax purposes;\n\n \n\n \n●\npersons\nsubject to special tax accounting as a result of any item of gross income with respect to the ordinary shares being taken into account\nin an applicable financial statement;\n\n \n\n \n●\npartnerships\nor other pass through entities and persons holding the ordinary shares through partnerships or other pass through entities; or\n\n \n\n \n●\nholders\nthat own directly, indirectly or through attribution 10% or more of the total voting power or value of all of our outstanding shares.\n\n \n\n42\n\n \n\nFor\npurposes of this description, a “U.S. Holder” is a beneficial owner of our ordinary shares that, for U.S. federal income\ntax purposes, is:\n\n \n\n \n●\nan\nindividual who is a citizen or resident of the United States;\n\n \n\n \n●\na\ncorporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the\nlaws of the United States or any state thereof, including the District of Columbia;\n\n \n\n \n●\nan\nestate the income of which is subject to U.S. federal income taxation regardless of its source; or\n\n \n\n \n●\na\ntrust if such trust has validly elected to be treated as a United States person for U.S. federal income tax purposes or if (1) a\ncourt within the United States is able to exercise primary supervision over its administration and (2) one or more United States\npersons have the authority to control all of the substantial decisions of such trust.\n\n \n\nIf\na partnership (or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our ordinary shares,\nthe tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership.\nSuch a partner or partnership should consult its tax advisor as to the particular U.S. federal income tax consequences of acquiring,\nowning and disposing of our ordinary shares in its particular circumstance.\n\n \n\nYou\nshould consult your tax advisor with respect to the U.S. federal, state, local and foreign tax consequences of acquiring, owning and\ndisposing of our ordinary shares.\n\n \n\n**Distributions**\n\n \n\nSubject\nto the discussion under “—Passive Foreign Investment Company considerations” below, the gross amount of any distribution\nmade to you with respect to our ordinary shares, before reduction for any Israeli taxes withheld therefrom, generally will be includible\nin your income as dividend income on the date on which the dividends are actually or constructively received, to the extent such distribution\nis paid out of our current or accumulated earnings and profits as determined under U.S. federal income tax principles. To the extent\nthat the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined under U.S. federal income\ntax principles, it will be treated first as a tax-free return of your adjusted tax basis in our ordinary shares and thereafter as capital\ngain. However, we do not expect to maintain calculations of our earnings and profits under U.S. federal income tax principles and, therefore,\nyou should expect that the entire amount of any distribution generally will be reported as dividend income to you. If you are a non-corporate\nU.S. Holder you may qualify for the lower rates of taxation with respect to dividends on ordinary shares applicable to long-term capital\ngains (i.e., gains from the sale of capital assets held for more than one year), provided that we are not a PFIC (as discussed below\nunder “—Passive Foreign Investment Company considerations”) with respect to you in our taxable year in which the dividend\nwas paid or in the prior taxable year and certain other conditions are met, including certain holding period requirements and the absence\nof certain risk reduction transactions. However, such dividends will not be eligible for the dividends received deduction generally allowed\nto corporate U.S. Holders.\n\n \n\nDividends\npaid to you with respect to our ordinary shares generally will be treated as foreign source income, which may be relevant in calculating\nyour foreign tax credit limitation. Subject to certain conditions and limitations, Israeli tax withheld on dividends may be credited\nagainst your U.S. federal income tax liability or, at your election, be deducted from your U.S. federal taxable income. Dividends that\nwe distribute generally should constitute “passive category income” for purposes of the foreign tax credit. A foreign tax\ncredit for foreign taxes imposed on distributions may be denied if you do not satisfy certain minimum holding period requirements. The\nrules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisor to determine whether\nand to what extent you will be entitled to this credit.\n\n \n\n**Sale,\nexchange or other disposition of ordinary shares**\n\n \n\nSubject\nto the discussion under “Passive Foreign Investment Company considerations” below, you generally will recognize gain or loss\non the sale, exchange or other disposition of our ordinary shares equal to the difference between the amount realized on such sale, exchange\nor other disposition and your adjusted tax basis in our ordinary shares, and such gain or loss will be capital gain or loss. If you are\na non-corporate U.S. Holder, capital gain from the sale, exchange or other disposition of ordinary shares is generally eligible for a\npreferential rate of taxation applicable to capital gains, if your holding period for such ordinary shares exceeds one year (i.e., such\ngain is long-term capital gain). The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations under\nthe Code. Any such gain or loss that a U.S. Holder recognizes generally will be treated as U.S. source income or loss for foreign tax\ncredit limitation purposes.\n\n \n\n43\n\n \n\n**Passive\nforeign investment company considerations**\n\n \n\nIf\na non-U.S. company is classified as a PFIC in any taxable year, a U.S. Holder of such passive foreign investment company (“PFIC”)’s\nshares will be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income\ntax that such U.S. Holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current\nbasis.\n\n \n\nIn\ngeneral, a non-U.S. corporation will be classified as a PFIC for any taxable year if at least (i) 75% of its gross income is classified\nas “passive income” or (ii) 50% of its gross assets (generally determined on the basis of a quarterly average) produce or\nare held for the production of passive income (the “asset test”). Passive income for this purpose generally includes dividends,\ninterest, royalties, rents, gains from commodities and securities transactions and the excess of gains over losses from the disposition\nof assets which produce passive income. For these purposes, cash and other assets readily convertible into cash are considered passive\nassets, and goodwill and other unbooked intangibles are generally taken into account. In making this determination, the non-U.S. corporation\nis treated as earning its proportionate share of any income and owning its proportionate share of any assets of any corporation in which\nit directly or indirectly holds 25% or more (by value) of the stock.\n\n \n\nWe\nwill not be classified as a controlled foreign corporation (“CFC”) for our 2024 taxable year. In general, we will be classified\nas a CFC for a taxable year if more than 50% of the total combined voting power or the total value of our ordinary shares is owned by\n“United States shareholders” (generally, United States persons who are treated as owning (directly, indirectly, or constructively,\nusing certain attribution rules) at least 10% of the total combined voting power or the total value of our ordinary shares). The PFIC\nasset test for a CFC is applied based on the adjusted tax bases of its assets as determined for the purposes of computing earnings and\nprofits under U.S. federal income tax principles, unless it is a “publicly traded corporation” for the taxable year, in which\ncase the PFIC asset test is based on the fair market value of its assets. The determination is generally made on the basis of a quarterly\naverage. Recently proposed U.S. Treasury regulations provide relief from the application of the aforementioned attribution rules enacted\nin December 2017 for the purpose of determining a foreign corporation’s PFIC status, and clarify the application of the asset\ntest to CFCs in the year in which such CFC becomes publicly traded. Under the rules set forth in these proposed Treasury regulations,\nwe believe that we would not be classified as a PFIC in respect of our 2020 taxable year. However, it is not clear to what extent we\nor our shareholders can rely on these proposed Treasury regulations. U.S. Holders should consult their own tax advisors regarding the\napplication of these rules and the potential applicability of these proposed Treasury regulations.\n\n \n\nBased\non the current and anticipated composition of our income and assets, operations and the value of our assets (including the value of our\ngoodwill, going-concern value or any other unbooked intangibles which may be determined based on the price of the ordinary shares), we\ndo not expect to be treated as a PFIC for the current taxable year or in the foreseeable future. Because PFIC status is based on our\nincome, assets and activities for the entire taxable year, it is not possible to determine whether we will be characterized as a PFIC\nfor our current taxable year or future taxable years until after the close of the applicable taxable year. Moreover, we must determine\nour PFIC status annually based on tests that are factual in nature, and our status in the current year and future years will depend on\nour income, assets and activities in each of those years and, as a result, cannot be predicted with certainty as of the date hereof.\nFurthermore, fluctuations in the market price of our ordinary shares may cause our classification as a PFIC for the current or future\ntaxable years to change because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked\nintangibles, generally will be determined by reference to the market price of our shares from time to time (which may be volatile). Accordingly,\nif our market capitalization declines significantly, it may make our classification as a PFIC more likely for the current or future taxable\nyears. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised\nin any equity offering. The IRS or a court may disagree with our determinations, including the manner in which we determine the value\nof our assets and the percentage of our assets that are passive assets under the PFIC rules. Therefore there can be no assurance that\nwe will not be a PFIC for the current taxable year or for any future taxable year.\n\n \n\nUnder\nthe PFIC rules, if we were considered a PFIC at any time that you hold our ordinary shares, we would continue to be treated as a PFIC\nwith respect to your investment in all succeeding years during which you own our ordinary shares (regardless of whether we continue to\nmeet the tests described above) unless (i) we have ceased to be a PFIC and (ii) you have made a “deemed sale” election under\nthe PFIC rules. If such election is made, you will be deemed to have sold your ordinary shares at their fair market value on the last\nday of the last taxable year in which we were a PFIC, and any gain from the deemed sale would be subject to the rules described in the\nfollowing paragraph. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, the ordinary shares\nwith respect to which such election was made will not be treated as shares in a PFIC. You should consult your own tax advisor as to the\npossibility and consequences of making a deemed sale election.\n\n \n\n44\n\n \n\nIf\nwe are considered a PFIC at any time that you hold ordinary shares, unless (i) we have ceased to be a PFIC and you have previously made\nthe deemed sale election described above or (ii) you make one of the elections described below, any gain recognized by you on a sale\nor other disposition of the ordinary shares, as well as the amount of any “excess distribution” (defined below) received\nby you, would be allocated ratably over your holding period for the ordinary shares. The amounts allocated to the taxable year of the\nsale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before we became a\nPFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in\neffect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For purposes\nof these rules, an excess distribution is the amount by which any distribution received by you on your ordinary shares in a taxable year\nexceeds 125% of the average of the annual distributions on the ordinary shares during the preceding three taxable years or your holding\nperiod, whichever is shorter. Distributions below the 125% threshold are treated as dividends taxable in the year of receipt and are\nnot subject to prior highest tax rates or the interest charge.\n\n \n\nIf\nwe are treated as a PFIC with respect to you for any taxable year, you will be deemed to own shares in any of our subsidiaries that are\nalso PFICs, and you may be subject to the tax consequences described above with respect to the shares of such lower-tier PFIC you would\nbe deemed to own.\n\n \n\n**Mark-to-market\nelections**\n\n \n\nIf\nwe are a PFIC for any taxable year during which you hold ordinary shares, then in lieu of being subject to the tax and interest charge\nrules discussed above, you may make an election to include gain on the ordinary shares as ordinary income under a mark-to-market method,\nprovided that such ordinary shares are “marketable.” The ordinary shares will be marketable if they are “regularly\ntraded” on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations, such as the New York Stock\nExchange (or on a foreign stock exchange that meets certain conditions). For these purposes, the ordinary shares will be considered regularly\ntraded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar\nquarter. Any trades that have as their principal purpose meeting this requirement will be disregarded. However, because a mark-to-market\nelection cannot be made for any lower-tier PFICs that we may own, you will generally continue to be subject to the PFIC rules discussed\nabove with respect to your indirect interest in any investments we hold that are treated as an equity interest in a PFIC for U.S. federal\nincome tax purposes. As a result, it is possible that any mark-to-market election will be of limited benefit.\n\n \n\nIf\nyou make an effective mark-to-market election, in each year that we are a PFIC, you will include in ordinary income the excess of the\nfair market value of your ordinary shares at the end of the year over your adjusted tax basis in the ordinary shares. You will be entitled\nto deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ordinary shares over their fair market value\nat the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.\nIf you make an effective mark-to-market election, in each year that we are a PFIC, any gain that you recognize upon the sale or other\ndisposition of your ordinary shares will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the\nextent of the net amount of previously included income as a result of the mark-to-market election.\n\n \n\nYour\nadjusted tax basis in the ordinary shares will be increased by the amount of any income inclusion and decreased by the amount of any\ndeductions under the mark-to-market rules discussed above. If you make an effective mark-to-market election, it will be effective for\nthe taxable year for which the election is made and all subsequent taxable years unless the ordinary shares are no longer regularly traded\non a qualified exchange or the IRS consents to the revocation of the election. You should consult your tax advisor about the availability\nof the mark-to-market election, and whether making the election would be advisable in your particular circumstances.\n\n \n\n**Qualified\nelecting fund elections**\n\n \n\nIn\ncertain circumstances, a U.S. equity holder in a PFIC may avoid the adverse tax and interest-charge regime described above by making\na “qualified electing fund” election to include in income its share of the corporation’s income on a current basis.\nHowever, you may make a qualified electing fund election with respect to the ordinary shares only if we agree to furnish you annually\nwith a PFIC annual information statement as specified in the applicable U.S. Treasury regulations. We do not intend to provide the information\nnecessary for you to make a qualified electing fund election if we are classified as a PFIC. Therefore, you should assume that you will\nnot receive such information from us and would therefore be unable to make a qualified electing fund election with respect to any of\nour ordinary shares were we to be or become a PFIC.\n\n \n\n45\n\n \n\n**Tax\nreporting**\n\n \n\nIf\nyou own ordinary shares during any year in which we are a PFIC and you recognize gain on a disposition of such ordinary shares or receive\ndistributions with respect to such ordinary shares, you generally will be required to file an IRS Form 8621 with respect to us, generally\nwith your federal income tax return for that year. If we are a PFIC for a given taxable year, then you should consult your tax advisor\nconcerning your annual filing requirements.\n\n \n\nYou\nshould consult your tax advisor regarding whether we are a PFIC as well as the potential U.S. federal income tax consequences of holding\nand disposing of our ordinary shares if we are or become classified as a PFIC, including the possibility of making a mark-to-market election\nin your particular circumstances.\n\n \n\n**Backup\nwithholding tax and information reporting requirements**\n\n \n\nDividend\npayments on and proceeds paid from the sale or other taxable disposition of the ordinary shares may be subject to information reporting\nto the IRS. In addition, a U.S. Holder may be subject to backup withholding on cash payments received in connection with dividend payments\nand proceeds from the sale or other taxable disposition of ordinary shares made within the United States or through certain U.S. related\nfinancial intermediaries.\n\n \n\nBackup\nwithholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number, provides other required\ncertification and otherwise complies with the applicable requirements of the backup withholding rules or who is otherwise exempt from\nbackup withholding (and, when required, demonstrates such exemption). Backup withholding is not an additional tax. Rather, any amount\nwithheld under the backup withholding rules will be creditable or refundable against the U.S. Holder’s U.S. federal income tax\nliability, provided the required information is timely furnished to the IRS.\n\n \n\n**Foreign\nasset reporting**\n\n \n\nCertain\nU.S. Holders are required to report their holdings of certain foreign financial assets, including equity of foreign entities, if the\naggregate value of all of these assets exceeds certain threshold amounts, by filing IRS Form 8938 with their federal income tax return.\nOur ordinary shares are expected to constitute foreign financial assets subject to these requirements unless the ordinary shares are\nheld in an account at certain financial institutions. U.S. Holders are urged to consult their tax advisors regarding their information\nreporting obligations, if any, with respect to their ownership and disposition of our ordinary shares and the significant penalties for\nnon-compliance.\n\n \n\nThe\nabove description is not intended to constitute a complete analysis of all tax consequences relating to acquisition, ownership and disposition\nof our ordinary shares. You should consult your tax advisor concerning the tax consequences of your particular situation.\n\n \n\n*F.*\n*DIVIDENDS\nAND PAYING AGENTS*\n\n \n\nNot\napplicable.\n\n \n\n*G.*\n*STATEMENT\nBY EXPERTS*\n\n \n\nNot\napplicable.\n\n \n\n*H.*\n*DOCUMENTS\nON DISPLAY*\n\n \n\nWe\nare subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, referred to as the Exchange\nAct, applicable to foreign private issuers. As a foreign private issuer, we are exempt from certain rules and regulations under the Exchange\nAct prescribing the content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting\nand short-swing profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale\nof our ordinary shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly\nas U.S. companies whose securities are registered under the Exchange Act. However, we file annual reports with the SEC on Form 20-F containing\nfinancial statements audited by an independent accounting firm. Substantially all of our SEC filings are available to the public at the\nSEC’s website at *http://www.sec.gov*.\n\n \n\n46\n\n \n\nWe\nno longer maintain a corporate website.\n\n \n\n*I.*\n*SUBSIDIARY\nINFORMATION*\n\n \n\nWe\ncurrently have one subsidiary, S.Y. Calimero Entrepreneurship Ltd."}