{"url_path":"/sec/rdcm/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1016838/0001213900-26-036862-index.html","accession_number":"0001213900-26-036862","cik":"0001016838","ticker":"RDCM","issuer_name":"RADCOM LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1016838/0001213900-26-036862-index.html","primary_entity_key":"0001016838","primary_entity_name":"RADCOM LTD"},"word_count":7497,"has_tables":true,"body_markdown":"**ITEM\n10. ADDITIONAL INFORMATION**\n\n \n\n \n**A.**\n**SHARE CAPITAL**\n\n \n\nNot\napplicable.\n\n \n\n \n**B.**\n**MEMORANDUM AND ARTICLES\nOF ASSOCIATION**\n\n \n\nCopies\nof our Memorandum and Articles of Association are attached as Exhibit 1.1 and Exhibit 1.2, respectively, to this Annual Report. The information\ncalled for by this Item is set forth in Exhibit 2.2 to this Annual Report and is incorporated by reference into this Annual Report.\n\n \n\n \n**C.**\n**MATERIAL CONTRACTS**\n\n \n\nOn\nMarch 29, 2019, we entered into a series of agreements with AT&T relating to the sale of our solutions and services to AT&T.\nThe AT&T agreements include:\n\n \n\n \n●\n**Software and Professional\nServices Agreement**, or the AT&T SPSA – a three-year framework agreement with two additional one-year options which\nestablishes general terms and conditions for the delivery of products and services. Such terms include, among others, terms relating\nto ordering procedures; AT&T site, privacy, and security requirements; terms related to the licensing of intellectual property\nto AT&T; change in control provisions permitting AT&T’s termination of the agreement under certain circumstances; intellectual\nproperty infringement indemnity; insurance requirements; and limitations of liability. The SPSA provides the structure pursuant to\nwhich the parties may enter into supplemental agreements for purposes of effectuating specific orders. With regard to such orders,\nthe terms of any supplemental agreements take precedence over the terms of the SPSA. On August 24, 2022, March 19, 2025 and June\n27, 2025, the AT&T SPSA was extended for an additional period.\n\n \n\n \n●\n**Supplemental Support\n& Maintenance Agreement**, or the AT&T Supplemental S&M – a three-year agreement for our performance of support\nand maintenance services for our solutions deployed on AT&T’s network. This agreement defines the technical aspects of\nsupport including error severity levels, response times, and method of interface, as well as the annual fee for such services. On\nApril 1, 2022, and on May 5, 2025, the AT&T Supplemental S&M was extended for an additional period.\n\n \n\nOn\nDecember 13, 2024 we entered into a Supplement Agreement, or the AT&T Supplement Agreement – a multi-year agreement governing\nthe sale of our solutions and related professional services to AT&T. The Supplement Agreement provides the detailed technical scope\nfor our solutions and the prices applicable to such solutions. Pursuant to the Supplement Agreement, AT&T has committed to issue\ncertain orders related to the continuing enhancement of existing solutions.\n\n \n\nAdditionally,\nwe have entered and from time to time may enter into additional SOWs with AT&T providing for additional products and/or services\ncomplementary to the services provided under AT&T SPSA and AT&T Supplement Agreement.\n\n \n\nWe\nentered into a series of agreements with Rakuten relating to the sale of our solutions and services to Rakuten. The Rakuten Agreements\ninclude:\n\n \n\n \n●\n**Master Software and\nProfessional Services Agreement**, or MSPSA – a multi-year framework agreement effective May 21, 2019, establishing general\nterms and conditions for the delivery of software and services. Such terms include, among others, terms relating to ordering procedures,\nintellectual property, confidentiality, indemnity, and limitations of liability. The MSPSA provides the structure pursuant to which\nthe parties may enter into additional statements of work, or SOWs, for purposes of effectuating specific orders. The SOWs establish\nthe scope of services, technical specifications, and certain other terms with regard to each particular order. The terms of any SOWs\ntake precedence over the terms of the MSPSA. On May 21, 2024, and on May 21, 2025, the Rakuten MSPSA was extended for an additional\nperiod.\n\n \n\n56\n\n \n\n \n\n \n●\n**Rakuten Managed Services\nAgreement**, or the Rakuten Managed Services Agreement – a multi-year agreement effective May 22, 2019, governing the delivery\nof our solution and services as a managed service to Rakuten and providing the detailed technical scope for the managed services\nand the prices applicable to such services. Rakuten Managed Services Agreement establishes a multi-year commitment with certain\nadditional renewal periods. On July 14, 2022, and February 21, 2024, the Rakuten Managed Services Agreement was extended for an additional\nperiod.\n\n \n\n \n●\n**Rakuten 5G NSA/SA Managed\nServices Agreement,**or the Rakuten 5G NSA/SA Managed Services Agreement – a multi-year agreement effective as of August\n31, 2020, governing the delivery of our solution and services as a managed service to Rakuten’s 5G NSA and SA network, providing\nthe detailed technical scope for the managed services and the prices applicable to such services. The Rakuten 5G NSA/SA Managed\nServices Agreement establishes a multi-year commitment with certain additional renewal periods. On February 21, 2024, the Rakuten\n5G NSA/SA Managed Services Agreement was extended for an additional period.\n\n \n\nAdditionally,\nwe have entered and from time to time may enter into additional SOWs with Rakuten providing for additional products and or services complementary\nto the services provided under Rakuten Managed Services Agreement and the Rakuten 5G NSA/SA Managed Services Agreement.\n\n \n\n \n**D. **\n**EXCHANGE CONTROLS**\n\n \n\nThere\nare currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary shares\nor the proceeds from the sale of our ordinary shares, except for the obligation upon Israeli residents to file reports with the Bank\nof Israel regarding certain transactions. However, legislation remains in effect pursuant to which currency controls can be imposed\nby administrative action at any time and from time to time.\n\n \n\n \n**E. **\n**TAXATION**\n\n \n\n**Israeli\nTax Considerations**\n\n \n\nThe\nfollowing is a summary of certain tax consequences applicable to companies incorporated in Israel, with special reference to its effect\non us, as well as a summary of Israeli government programs that benefit us. The following also contains a discussion of material Israeli\ntax consequences concerning the ownership and disposition of our ordinary shares.\n\n \n\nThis\nsummary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal\ninvestment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such investors include\nresidents of Israel, partnerships, trusts, traders in securities and other taxpayers who are subject to special tax regimes not covered\nin this discussion. To the extent that the discussion is based on tax legislation which has not been subject to judicial or administrative\ninterpretation, we cannot assure you that the views expressed in the discussion will be accepted by the appropriate tax authorities or\nthe courts. The discussion below is subject to change, including due to amendments under Israeli law or changes to the applicable judicial\nor administrative interpretations of Israeli law, possibly with a retroactive effect, which changes could affect the tax consequences\ndescribed below. The discussion is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive\nof all possible tax considerations.\n\n \n\nHolders\nof our ordinary shares should consult their own tax advisors as to the United States, Israeli or other tax consequences of the purchase,\nownership and disposition of ordinary shares, including, in particular, the effect of any non-Israeli state or local taxes.\n\n \n\n57\n\n \n\n \n\n**General\nCorporate Tax Structure**\n\n \n\nIsraeli\ncompanies are generally subject to corporate tax on their taxable income at a flat rate. Starting 2018 and thereafter, the taxable income\nof the Company is subject to Israeli corporate tax at the rate of 23%. However, the effective tax rate payable by a company that derives\nincome under the Law for the Encouragement of Capital Investments (as discussed below) may be considerably lower.\n\n \n\nUnder\nthe Israeli Income Tax Ordinance (New Version), 5721-1961, or the Ordinance, a company will be considered as an “Israeli resident”\nif: (a) it was incorporated in Israel; or (b) the control and management of its business are operated from Israel.\n\n \n\n**Special\nProvisions Relating to Tax Reporting in United States Dollars**\n\n \n\nThe\nCompany has elected to measure its taxable income and file its Israeli tax return in United States Dollars, under the Israeli Income\nTax Regulations (Principles Regarding the Management of Books of Account of Foreign Invested Companies and Certain Partnerships and the\nDetermination of Their Taxable Income), 5746-1986.\n\n \n\n**Tax\nbenefits under the Law for the Encouragement of Capital Investments, 5719-1959, or the Encouragement of Capital Investments Law:**\n\n** **\n\nThe\nEncouragement of Capital Investments Law was significantly amended effective as of January 2011, or Amendment 68. Amendment 68 introduced\nnew benefits to replace those granted in accordance with the provisions of the Encouragement of Capital Investments Law in effect prior\nto Amendment 68. However, companies entitled to benefits under the Encouragement of Capital Investments Law as in effect prior to January\n1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions\nare met, or elect instead, irrevocably, to forego such benefits and have the benefits of Amendment 68 apply.\n\n \n\nAmendment\n68 cancelled the availability of the benefits granted to Industrial Companies under the Encouragement of Capital Investments Law prior\nto 2011 and, instead, introduced new benefits for income generated by a “Preferred Company” through its “Preferred\nEnterprise” (as such terms are defined in the Encouragement of Capital Investments Law) as of January 1, 2011. The definition of\na Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other\nthings, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to Amendment 68, a Preferred Company is entitled\nto a reduced corporate tax rate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred\nEnterprise is located in certain areas in Israel designated as Development Area A, in which case the rate will be 10%.\n\n \n\nIn\nAugust 2013, the Israeli Parliament enacted the Law for Changing National Priorities (Legislative Amendments for Achieving Budget Targets\nfor 2013 and 2014), 2013 which includes Amendment 71 thereto, or Amendment 71. Per Amendment 71, the tax rate on preferred income from\na Preferred Enterprise in 2013 will be 7% in Development Area A, and 12.5% in other areas and in 2014-2016 9% in Development Area A and\n16% in other areas. In 2017 and thereafter, the tax rate for Development Area A was reduced to 7.5%.\n\n \n\nWe\nmay claim the tax benefits offered by Amendment 71 in our tax returns, provided that our facilities meet the criteria for tax benefits\nset out by the amendment. We are also entitled to approach the Israeli Tax Authority, or the ITA, for a pre-ruling regarding our eligibility\nfor benefits under Amendment 71 (and in some cases we are required to apply for such approval).\n\n \n\nIn\nDecember 2016, the Israeli Parliament enacted the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for\nthe 2017 and 2018 Budget Years), 2016 which includes Amendment 73 thereto, or Amendment 73. Amendment 73, which came into effect in January\n2017, prescribes special tax tracks for Preferred Technological Enterprises, granting such enterprises a corporate tax rate of 7.5% in\nDevelopment Area A and 12% in other areas, and setting a corporate tax rate of 6% for enterprises that qualify as a Special Preferred\nTechnological Enterprise.\n\n \n\n58\n\n \n\n \n\nUnder\nAmendment 73, dividends distributed to individuals or non-Israeli shareholders by a Preferred Technological Enterprise or a Special Preferred\nTechnological Enterprise, paid out of income that qualifies as “Preferred Technological Income,” are generally subject to\ntax at the rate of 20% or such lower rate as may be provided in an applicable tax treaty, which, in each case, will be withheld at source\n(non-Israeli shareholders are required to present, in advance of payment, a valid withholding certificate from the ITA allowing for such\n20% tax rate or lower treaty rate). However, dividends distributed to an Israeli company are not subject to tax (although, if such dividends\nare subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided\nin an applicable tax treaty, will apply). If such dividends are distributed to a foreign corporation or corporations (holding directly\nat least 90% in the Preferred Company which owns the Preferred Technological Enterprise or holding indirectly such 90% in the Preferred\nCompany which owns the Preferred Technological Enterprise, subject to certain conditions) and other conditions are met, the applicable\nwithholding tax rate will be 4%, or such lower rate as may be provided in an applicable tax treaty (in each case, subject to the receipt\nin advance of a valid withholding certificate from the ITA).\n\n \n\nIn\norder to be eligible for the reduced tax rates, a company must meet certain criteria as set forth in Amendment 73 including that R&D\nexpenses and employee level remain at a certain rate.\n\n \n\nWe\nhave yet to claim the tax benefits offered under Amendment 73 and accordingly such reduced taxes were not considered in the computation\nof the deferred taxes and valuation allowance as of December 31, 2025.\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, related to scientific research\nand development for the year in which they are incurred. Expenditures are deemed related to scientific research and development projects,\nif:\n\n \n\n \n●\nThe expenditures are approved\nby the relevant Israeli government ministry, determined by the field of research;\n\n \n\n \n●\nThe research and development\nmust be for the promotion or development of the company; and\n\n \n\n \n●\nThe research and development\nare 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. Under these research and development deduction rules, no deduction is allowed for any expense invested\nin an asset depreciable under the general depreciation rules of the Ordinance. Expenditures that do not qualify for this special deduction\nare deductible in equal amounts over three years commencing in the year of the payment of such expenditures.\n\n \n\nFrom\ntime to time we may apply for approval of research and development programs which may support eligibility for tax deductions for all\nor most of the research and development expenses during the year incurred. There can be no assurance that such application will be approved.\nIf we will not be able to deduct research and development expenses during the year of the payment, we will be able to deduct research\nand development expenses during a period of three years commencing in the year of the payment of such expenses.\n\n \n\n**Capital\nGains Tax on Sales of Our Ordinary Shares**\n\n \n\nThe\nIsraeli tax law generally imposes a capital gains tax on the sale of assets, including shares, by non-Israeli residents, if those assets\nare either (a) located in Israel; (b) located outside of Israel and represent a direct or indirect right to an asset or inventory located\nin Israel; (c) are shares or rights to shares in an Israeli resident corporation; or (d) are rights in a foreign resident corporation\n(non-Israeli corporation) that holds, directly or indirectly, assets located in Israel, unless a specific exemption is available or unless\na tax treaty between Israel and the shareholder’s country of residence provides otherwise. Under the Ordinance, there is a distinction\nbetween a “Real Capital Gain” and “Inflationary Surplus”. The Inflationary Surplus is equal to the increase in\nthe purchase price of the relevant asset attributable to the increase in the Israeli consumer price index or, in certain circumstances,\na foreign currency exchange rate, between the date of purchase and the date of sale. The Real Capital Gain is the excess of the total\ncapital gain over the Inflationary Surplus. Inflationary Surplus is currently not subject to tax in Israel.\n\n \n\n59\n\n \n\n \n\nThe\ntax rate applicable to Real Capital Gain derived by an individual from the sale of shares which had been purchased after January 1, 2012,\nwhether listed on a stock exchange or not, is 25%. However, if such shareholder is considered a “Substantial Shareholder”\nat the time of sale or at any time during the preceding 12-month period (or claims a deduction for interest and linkage differences expenses\nin connection with the purchase and holding of such shares), such gain will be taxed at the rate of 30%. A “Substantial Shareholder”\nis generally a person who holds, alone or together with a relative or with a person who is not a relative where the person has a permanent\ncooperation agreement with such non-relative, directly or indirectly, at least 10% of any of the “means of control” of the\ncorporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive\nofficer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source\nof such right. Real capital gain derived by corporations will be generally subject to a corporate tax, currently at a rate of 23%.\n\n \n\nMoreover,\nReal Capital Gains derived by a shareholder who is a dealer or trader in securities, or to whom such income is otherwise taxable as ordinary\n“business income”, as defined in Section 2(1) of the Ordinance, is taxed in Israel at the marginal tax rates applicable to\nbusiness income (for fiscal year 2025 and 2026, up to 47% and surtax (if applicable, as described below) for individuals, and the corporate\ntax rate (currently at a rate of 23%) for Israeli resident corporations).\n\n \n\nNotwithstanding\nthe foregoing, non-Israeli resident shareholders are generally exempt from Israeli capital gains tax on any gains derived from the sale,\nexchange or disposition of our ordinary shares purchased after January 1, 2009, provided that such gains were not derived from, or attributable\nto, a permanent establishment or business activity of such shareholders in Israel (and certain other conditions are fulfilled). However,\nnon-Israeli “Body of Persons” (as defined under the Ordinance, which includes corporate entities, partnerships, and other\nentities) will not be entitled to the foregoing exemptions if an Israeli resident (i) has, alone or together with such person’s\nrelatives or another person who, according to an agreement, collaborates with such person on a permanent basis regarding material affairs\nof the company, or with another Israeli tax resident, a controlling interest of more than 25% in any of the means of control of such\nnon-Israeli Body of Persons or (ii) is the beneficiary of or is entitled to 25% or more of the revenues or profits of such non-Israeli\nBody of Persons, whether directly or indirectly.\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, pursuant to the Convention between the Government of the United States of America and the Government of Israel with\nRespect to Taxes on Income, as amended (the “U.S.-Israel Tax Treaty”), the sale, exchange or disposition of ordinary shares\nby a person who (i) holds the ordinary shares as a capital asset, (ii) qualifies as a resident of the United States within the meaning\nof the U.S.-Israel Tax Treaty and (iii) is entitled to claim the benefits afforded to such resident by the U.S.-Israel Tax Treaty, generally\nwill not be subject to Israeli capital gains tax unless either (a) such resident holds, directly or indirectly, shares representing 10%\nor more of the voting power of a company during any part of the 12-month period preceding such sale, exchange or disposition, subject\nto certain conditions, (b) the capital gains from such sale, exchange or disposition can be allocated to a permanent establishment in\nIsrael, under certain terms, (c) the capital gain arising from such sale, exchange or disposition is attributed to real property located\nin Israel; (d) the capital gain arising from such sale, exchange or disposition is attributed to royalties, or (e) such resident is an\nindividual and was present in Israel for period or periods aggregating 183 days or more during the relevant taxable year. In the event\nthat the exemption shall not be available, the sale, exchange or disposition of ordinary shares would be subject to such Israeli capital\ngains tax to the extent applicable; however, under the U.S.-Israel Tax Treaty, such residents may be permitted to claim a credit for\nsuch taxes against U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations in\nU.S. laws applicable to foreign tax credits. The U.S.-Israel Tax Treaty does not relate to state or local taxes.\n\n \n\nRegardless\nof whether shareholders may be liable for Israeli income tax on the sale of our ordinary shares, the payment of the consideration may\nbe subject to withholding of Israeli tax at the source. Accordingly, shareholders may be required to demonstrate that they are exempt\nfrom tax on their capital gains in order to avoid withholding tax at source at the time of sale by providing a valid certificate from\nthe ITA allowing for an exemption from withholding tax at source at the time of sale. Specifically, in transactions involving a sale\nof all of the shares of an Israeli resident company, in the form of a merger or otherwise, the ITA may require shareholders who are not\nliable for Israeli tax to sign declarations in forms specified by the ITA or, provide documents (including, for example, a certificate\nof residency), or obtain a specific exemption from the ITA to confirm their status as non-Israeli resident, and, in the absence of such\ndeclarations or exemptions, may require the purchaser of the shares to withhold taxes at source.\n\n \n\n60\n\n \n\n \n\nA\ndetailed return, including a computation of the tax due, must be filed and an advance payment must be paid by January 31 and July 31\nof each tax year for sales of securities traded on a stock exchange made within the previous six months. However, if all tax due was\nwithheld at the source according to applicable provisions of the Ordinance and the regulations promulgated thereunder, a non-Israeli\nresident is generally exempt from the obligation to file such tax returns in Israel with respect to such income, provided that (i) such\nincome was not generated from business conducted in Israel by the taxpayer, (ii) the taxpayer has no other taxable sources of income\nin Israel with respect to which a tax return is required to be filed and an advance payment does not need to be made, and (iii) the taxpayer\nis not obligated to pay surtax (as further explained below). Capital gains are also reportable on an annual income tax return.\n\n \n\n**Taxation\nof Non-Residents on Dividends**\n\n \n\nNon-Israeli\nresidents are generally subject to Israeli withholding income tax on the receipt of dividends paid on our ordinary shares at the rate\nof 25% or 30% for an individual shareholder that is considered a Substantial Shareholder (as described above) at the time of distribution\nor at any time during the 12 month period preceding such date, which tax will be withheld at source unless relief is provided in an applicable\ntax treaty between Israel and the shareholder’s country of residence (provided that a valid certificate from the ITA allowing for\nsuch relief is obtained in advance).\n\n \n\nDividends\npaid on publicly traded shares, like our ordinary shares, are generally subject to Israeli withholding tax at a rate of 25% so long as\nthe shares are registered with a nominee company (whether the recipient is a Substantial Shareholder or not). Such dividends are generally\nsubject to Israeli withholding tax at a rate of 20% if the dividend is distributed from income attributed to a Preferred Enterprise or\na Preferred Technological Enterprise or such other reduced rate provided under an applicable tax treaty between Israel and the shareholder’s\ncountry of residence, in each case subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced tax rate.\n\n \n\nFor\nexample, under the U.S.-Israel Tax Treaty, Israeli withholding tax on dividends paid to a U.S. resident for treaty purposes may not,\nin general, exceed 25%. However, dividends that are being paid by an Israeli corporation, to a U.S. corporation owning 10% or more of\nthe outstanding shares of the voting stock of the paying corporation throughout the paying corporation’s taxable year in which\nthe dividend is paid and during the whole of its prior taxable year (if any) and not more than 25% of the gross income of the paying\ncorporation for such prior taxable year (if any) consists certain interest or dividends, the Israeli tax withheld may not exceed 12.5%,\nsubject to certain conditions. Notwithstanding the foregoing, dividends distributed from income entitled to certain benefits under the\nEncouragement of Capital Investments Law, are not entitled to such reduced rate under the U.S.-Israel Tax Treaty, but are subject\nto a withholding tax rate of 15% for a shareholder that is a U.S. corporation, provided that the conditions as discussed in the\nprevious sentence are met. The aforementioned rates under the U.S.-Israel Tax Treaty will not apply if the dividend income was derived\nthrough or attributed to a permanent establishment of the U.S. recipient in Israel. A valid withholding certificate from the ITA allowing\nfor such reduced treaty tax rates must be presented in advance of payment.\n\n \n\nA\nnon-Israeli resident who receives dividends from which tax was withheld is generally exempt from the duty to file tax returns in Israel\nin respect of such income, provided that (i) such income was not generated from business conducted in Israel by such non-Israeli resident;\n(ii) the non-Israeli resident has no other taxable sources of income in Israel with respect to which a tax return is required to be filed,\nand (iii) the non-Israeli resident is not liable to surtax (as explained below).\n\n \n\n**Surtax**\n\n \n\nSubject\nto the provisions of an applicable tax treaty, individuals who are subject to income tax in Israel (whether any such individual is an\nIsraeli resident or non-Israeli resident) are subject to (i) an additional tax at a rate of 3% on annual income (including, but not limited\nto, income derived from dividends, interest and capital gains) exceeding a certain threshold (NIS 721,560 for 2024 through 2027, or Threshold\namount, which amount will be updated annually starting January 1, 2028, based on the change in the Israeli consumer price index); and\n(ii) as of January 1, 2025, an additional tax at a rate of 2% (5% in total) on annual capital-sourced income (defined as income from\nany source other than employment income, business income, or income from “personal effort,” and which includes, among other\nthings, income from capital gains, dividends, interest, rental income, or from the sale of real property) exceeding the Threshold Amount.\n\n \n\n61\n\n \n\n \n\n**Estate\nand Gift Tax**\n\n \n\nIsraeli\nlaw presently does not impose estate or gift taxes.\n\n \n\n**United\nStates Federal Corporate Income Tax**\n\n \n\nRADCOM\nUS is subject to U.S. federal and state corporate income tax. U.S. federal corporate income tax is currently imposed at a rate of 21%,\nand additional state taxes may apply depending on the jurisdiction.\n\n \n\n**United\nStates Federal Income Tax Considerations for U.S. Holders**\n\n** **\n\nSubject\nto the limitations described herein, the following discussion summarizes certain U.S. federal income tax consequences to a U.S. Holder\nof our ordinary shares. A “U.S. Holder” means a holder of our ordinary shares who is:\n\n \n\n \n●\nan individual who is a\ncitizen or resident of the United States for U.S. federal income tax purposes;\n\n \n\n \n●\na corporation (or other\nentity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws\nof the United States or any political subdivision thereof or the District of Columbia;\n\n \n\n \n●\nan estate, the income of\nwhich is subject to U.S. federal income tax regardless of its source; or\n\n \n\n \n●\na trust (i) if, in general,\na court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have\nthe authority to control all of its substantial decisions, or (ii) that has in effect a valid election under applicable U.S. Treasury\nRegulations to be treated as a U.S. person.\n\n \n\nUnless\notherwise specifically indicated, this discussion does not consider the U.S. tax consequences to a person that is not a U.S. Holder,\nor a Non-U.S. Holder. This discussion considers only U.S. Holders that will own our ordinary shares as capital assets (generally, for\ninvestment) and does not purport to be a comprehensive description of all of the tax considerations that may be relevant to each U.S.\nHolder’s decision to purchase our ordinary shares.\n\n \n\nThis\ndiscussion is based on current provisions of the Internal Revenue Code of 1986, as amended, or the Code, current and proposed Treasury\nRegulations promulgated thereunder, and administrative and judicial decisions as of the date hereof, all of which are subject to change,\npossibly on a retroactive basis. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to\nany particular U.S. Holder in light of such holder’s individual circumstances. In particular, this discussion does not address\nthe potential application of the alternative minimum tax or U.S. federal income tax consequences to U.S. Holders that are subject to\nspecial treatment, including U.S. Holders that:\n\n \n\n \n●\nare broker-dealers or insurance\ncompanies;\n\n \n\n \n●\nhave elected mark-to-market\naccounting;\n\n \n\n \n●\nare tax-exempt organizations\nor retirement plans;\n\n \n\n \n●\nare financial institutions;\n\n \n\n \n●\nhold our ordinary shares\nas part of a straddle, “hedge” or “conversion transaction” with other investments;\n\n \n\n62\n\n \n\n \n\n \n●\nacquired our ordinary shares\nupon the exercise of employee stock options or otherwise as compensation;\n\n \n\n \n●\nown directly, indirectly\nor by attribution at least 10% of our voting power or value;\n\n \n\n \n●\nown our warrants;\n\n \n\n \n●\nhave a functional currency\nthat is not the U.S. dollar;\n\n \n\n \n●\nare grantor trusts;\n\n \n\n \n●\nare S corporations;\n\n \n\n \n●\nare certain former citizens\nor long-term residents of the United States; or\n\n \n\n \n●\nare real estate investment\ntrusts or regulated investment companies.\n\n \n\nIf\na partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds our ordinary shares, the tax\ntreatment of the partnership and a partner in such partnership will generally depend on the status of the partner and the activities\nof the partnership. Such a partner or partnership should consult its own tax advisor as to its tax consequences.\n\n \n\nIn\naddition, this discussion does not address any aspect of state, local or non-United States laws or the possible application of United\nStates federal gift or estate tax.\n\n \n\nEach\nholder of our ordinary shares is advised to consult such person’s own tax advisor with respect to the specific tax consequences\nto such person of purchasing, holding or disposing of our ordinary shares, including the applicability and effect of federal, state,\nlocal and foreign income tax and other tax laws to such person’s particular circumstances.\n\n \n\n**Taxation\nof U.S. Holders of Ordinary Shares**\n\n \n\n*Taxation of Distributions\nPaid on Ordinary Shares.*Subject to the discussion below under “Passive Foreign Investment Company Considerations”\na U.S. Holder, other than certain U.S. Holders that are U.S. corporations (as excluded from the definition of U.S. Holder, above), will\nbe required to include in gross income as ordinary dividend income the amount of any distribution paid on our ordinary shares, including\nany non-U.S. taxes withheld from the amount paid, to the extent the distribution is paid out of our current or accumulated earnings and\nprofits as determined for U.S. federal income tax purposes. Distributions in excess of such earnings and profits will be applied\nagainst and will reduce the U.S. Holder’s basis in our ordinary shares and, to the extent in excess of such basis, will be treated\nas gain from the sale or exchange of our ordinary shares. The dividend portion of such distributions generally will not qualify for the\ndividends received deduction available to corporations.\n\n \n\nSubject to the discussion\nbelow under Passive Foreign Investment Company Considerations, dividends that are received by U.S. Holders that are individuals, estates\nor trusts will be taxed at the rate applicable to long-term capital gains, provided that such dividends meet the requirements of “qualified\ndividend income.” For this purpose, qualified dividend income generally includes dividends paid by a non-U.S. corporation if certain\nholding period and other requirements are met and either (i) the stock of the non-U.S. corporation with respect to which the dividends\nare paid is readily tradable on an established securities market in the U.S. (e.g., Nasdaq) or (ii) the non-U.S. corporation is eligible\nfor benefits of a comprehensive income tax treaty with the United States, which includes an information exchange program and is determined\nto be satisfactory by the U.S. Secretary of the Treasury. The IRS has determined that the U.S.-Israel income tax treaty is satisfactory\nfor this purpose, although there is no guarantee that this will remain the position or the dividends will qualify for any other reasons.\nDividends that fail to meet such requirements, dividends received if we are a PFIC, and dividends received by corporate U.S. Holders,\nare taxed at ordinary income rates. No dividend received by a U.S. Holder will be a qualified dividend (i) if the U.S. Holder held\nthe ordinary share with respect to which the dividend was paid for less than 61 days during the 121-day period beginning on the date that\nis 60 days before the ex-dividend date with respect to such dividend, excluding for this purpose, under the rules of Code Section 246(c),\nany period during which the U.S. Holder has an option to sell, is under a contractual obligation to sell, has made and not closed a short\nsale of, is the grantor of a deep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by\nholding other positions with respect to, such ordinary share (or substantially identical securities); or (ii) to the extent that\nthe U.S. Holder is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in property\nsubstantially similar or related to the ordinary share with respect to which the dividend is paid.\n\n \n\n63\n\n \n\n \n\nDistributions\nof current or accumulated earnings and profits paid in foreign currency to a U.S. Holder (including any non-U.S. taxes withheld therefrom)\nwill generally be includible in the income of a U.S. Holder in a U.S. dollar amount calculated by reference to the exchange rate on the\nday the distribution is received. A U.S. Holder that receives a foreign currency distribution and converts the foreign currency into\nU.S. dollars subsequent to receipt may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the\nforeign currency against the U.S. dollar, which will generally be U.S. source ordinary income or loss.\n\n \n\nU.S.\nHolders, other than certain U.S. Holders that are corporations (as excluded from the definition of U.S. Holder, above), may have the\noption of claiming the amount of any non-U.S. income taxes withheld at source either as a deduction from gross income or as a dollar-for-dollar\ncredit against their U.S. federal income tax liability. Individuals who do not claim itemized deductions, but instead utilize the standard\ndeduction, may not claim a deduction for the amount of the non-U.S. income taxes withheld, but such amount may be claimed as a credit\nagainst the individual’s U.S. federal income tax liability. The amount of non-U.S. income taxes that may be claimed as a credit\nin any taxable year is subject to complex limitations and restrictions, which must be determined on an individual basis by each shareholder.\nThese limitations include, among others, rules that limit foreign tax credits allowable with respect to specific classes of income to\nthe U.S. federal income taxes otherwise payable with respect to each such class of income. A U.S. Holder will be denied a foreign tax\ncredit with respect to non-U.S. income tax withheld from a dividend received on the ordinary shares if such U.S. Holder has not held\nthe ordinary shares for at least 16 days of the 31-day period beginning on the date which is 15 days before the ex-dividend date with\nrespect to such dividend, or to the extent such U.S. Holder is under an obligation to make related payments with respect to substantially\nsimilar or related property. Any days during which a U.S. Holder has substantially diminished its risk of loss on the ordinary shares\nare not counted toward meeting the required 16**-**day holding period. Distributions of current or accumulated earnings and profits\ngenerally will be foreign source passive income for United States foreign tax credit purposes.\n\n \n\n*Taxation of the Disposition\nof Ordinary Shares.* Subject to the discussion below under “Passive Foreign Investment Company Considerations,” upon the\nsale, exchange or other disposition of our ordinary shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the\ndifference between such U.S. Holder’s basis in such ordinary shares, which is usually the cost of such shares, and the amount realized\non the disposition. A U.S. Holder that uses the cash method of accounting calculates the U.S. dollar value of the proceeds received on\nthe sale as of the date that the sale settles, while a U.S. Holder that uses the accrual method of accounting is required to calculate\nthe value of the proceeds of the sale as of the “trade date,” unless such U.S. Holder has elected to use the settlement date\nto determine its proceeds of sale. Subject to the discussion below under “Medicare Tax,” capital gain from the sale, exchange\nor other disposition of ordinary shares held more than one year is long-term capital gain and is eligible for a reduced rate of taxation\nfor individuals. Gains recognized by a U.S. Holder on a sale, exchange or other disposition of ordinary shares generally will be treated\nas United States source income for U.S. foreign tax credit purposes. A loss recognized by a U.S. Holder on the sale, exchange or\nother disposition of ordinary shares generally is allocated to U.S. source income. The deductibility of a capital loss recognized on the\nsale, exchange or other disposition of ordinary shares is subject to limitations. A U.S. Holder that receives foreign currency upon disposition\nof ordinary shares and converts the foreign currency into U.S. dollars subsequent to the settlement date or trade date (whichever date\nthe taxpayer was required to use to calculate the value of the proceeds of sale) may have foreign exchange gain or loss based on any appreciation\nor depreciation in the value of the foreign currency against the U.S. dollar, which will generally be U.S. source ordinary income or loss.\n\n \n\n*Passive Foreign Investment\nCompany Considerations.* Based on our current and anticipated operations and the composition of our assets, we believe we were not\na “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes for our taxable year ended December\n31, 2025. As for 2026, there can be no assurance that we will not be classified as a PFIC due to various market conditions and relative\nvalues of our assets and the amount of our passive income. We might be classified as PFIC if either: (i) at least 75% of our gross\nincome is passive income, or (ii) at least 50% of the value of our assets is attributable to assets that produce or are held for\nthe production of, passive income.\n\n \n\nFor this purpose, passive\nincome generally includes dividends, interest, certain royalties or rents, and gains from commodities and securities transactions and\nfrom the sale or exchange of property that gives rise to passive income. If we are a PFIC for any year in which a U.S. taxpayer holds\nour shares, such holder may face increased tax liabilities. Unless a timely election is made (such as a “qualified electing fund”\nor “mark-to-market” election), any “excess distributions” or gains from the sale of our ordinary shares would\ngenerally be taxed at the highest ordinary income rates and could be subject to an interest charge for the period the tax was deemed deferred.\nFurthermore, we do not currently intend to provide the annual notifications or information necessary for U.S. holders to make or maintain\nany election. We strongly encourage U.S. holders to consult their tax advisors regarding the potential application of the PFIC rules and\nthe availability of any tax elections.\n\n \n\n*Medicare\nTax*. Certain non-corporate U.S. holders will be subject to an additional 3.8% Medicare tax on all or a portion of their “net\ninvestment income,” which may include dividends on, or capital gains recognized from the disposition of, our ordinary shares. U.S.\nHolders are urged to consult their own tax advisors regarding the implications of the additional Medicare tax on their investment in\nour ordinary shares.\n\n \n\n64\n\n \n\n \n\n**Taxation\nfor Non-U.S. Holders of Ordinary Shares**\n\n \n\nExcept\nas described in “—Information Reporting and Backup Withholding” below, a Non-U.S. Holder of our ordinary shares will\nnot be subject to U.S. federal income or withholding tax on the payment of dividends on, and/or the proceeds from the disposition of,\nour ordinary shares, unless, in the case of U.S. federal income taxes:\n\n \n\n \n●\nsuch item is effectively\nconnected with the conduct by the Non-U.S. Holder of a trade or business in the United States and, in the case of a resident of a\ncountry which has a treaty with the United States, such item is attributable to a permanent establishment or, in the case of an individual,\na fixed place of business, in the United States; or\n\n \n\n \n●\nthe Non-U.S. Holder is\nan individual who holds the ordinary shares as a capital asset and is present in the United States for 183 days or more in the taxable\nyear of the disposition and certain other conditions are met.\n\n \n\n**Information\nReporting and Backup Withholding**\n\n \n\nU.S.\nHolders (other than exempt recipients, such as corporations) generally are subject to information reporting requirements with respect\nto dividends paid on, or proceeds from the disposition of, our ordinary shares. U.S. Holders are also generally subject to backup\nwithholding (currently at a rate of 24%) on dividends paid on, or proceeds from the disposition of, our ordinary shares unless the U.S.\nHolder provides IRS Form W-9 or otherwise establishes an exemption.\n\n \n\nNon-U.S.\nHolders generally are not subject to information reporting or backup withholding with respect to dividends paid on, or upon the proceeds\nfrom the disposition of, our ordinary shares, provided that such Non-U.S. Holder provides its taxpayer identification number, certifies\nto its foreign status by the provision of Form W-8 or its substitute, or otherwise establishes an exemption.\n\n \n\nThe\namount of any backup withholding may be allowed as a credit against a U.S. or Non-U.S. Holder’s U.S. federal income tax liability\nand may entitle such holder to a refund, provided that certain required information is furnished to the IRS.\n\n \n\nCertain\nindividuals who are U.S. Holders may be required to file a Form 8938 to report their ownership of specified foreign financial assets,\nwhich may include our ordinary shares, if the total value of those assets exceed certain thresholds. U.S. Holders are urged to consult\ntheir tax advisors regarding their tax reporting obligations, including the requirement to file a Form 8938.\n\n \n\n \n**F. **\n**DIVIDENDS AND PAYING\nAGENTS**\n\n \n\nNot\napplicable.\n\n \n\n \n**G. **\n**STATEMENT BY EXPERTS**\n\n \n\nNot\napplicable.\n\n \n\n \n**H. **\n**DOCUMENTS ON DISPLAY**\n\n \n\nWe\nare required to file reports and other information with the SEC under the Exchange Act and the regulations thereunder applicable to foreign\nprivate issuers. We are subject to the informational requirements of the Exchange Act applicable to foreign private issuers and fulfill\nthe obligation with respect to such requirements by filing reports with the SEC. You may read and copy any document we file with\nthe SEC without charge on the SEC’s website (www.sec.gov). We generally make available on our own website (www.radcom.com) our\nannual reports as well as other information. However, as an Israeli publicly traded company, we do not send copies of our annual\nreports to our shareholders. We will mail out copies of our annual financial statements only to those shareholders that submit a\nwritten request for such statements. See also “Item 10.B—Additional Information—Memorandum and Articles of Association”\nand “Item 16.G—Corporate Governance.” Information contained on our website is not a part of this Annual Report.\n\n \n\n65\n\n \n\n \n\nAny\nstatement contained in this Annual Report about any of our contracts or other documents is not necessarily complete. If the contract\nor document is filed as an exhibit to this Annual Report, the contract or document is deemed to modify the description contained in this\nAnnual Report. We urge you to review the exhibits themselves for a complete description of the contract or document.\n\n \n\nAs\na foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements,\nand our officers, directors and principal shareholders are exempt from reporting and “short-swing” profit recovery provisions\ncontained in Section 16 of the Exchange Act; however, following recent amendment to Section 16(a) of the Exchange Act, our directors\nand certain of our officers will become subject to the reporting provisions set forth therein, effective March 18, 2026. In addition,\nwe are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly\nas United States companies whose securities are registered under the Exchange Act. A copy of each report submitted in accordance with\napplicable United States law is available for public review at our principal executive offices.\n\n \n\n \n**I. **\n**SUBSIDIARY INFORMATION**\n\n \n\nNot\napplicable.\n\n \n\n \n**J.**\n**ANNUAL REPORT TO SECURITY\nHOLDERS**\n\n** **\n\nNot\napplicable."}