{"url_path":"/sec/mtekw/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1872964/0001213900-26-057766-index.html","accession_number":"0001213900-26-057766","cik":"0001872964","ticker":"MTEK","issuer_name":"Maris Tech Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1872964/0001213900-26-057766-index.html","primary_entity_key":"0001872964","primary_entity_name":"Maris Tech Ltd."},"word_count":7672,"has_tables":true,"body_markdown":"** **\n\n**ITEM 10. ADDITIONAL INFORMATION**\n\n** **\n\n**A. Share Capital**\n\n \n\nNot applicable.\n\n** **\n\n**B. Memorandum and Articles of Association**\n\n \n\nA copy of our Articles is\nattached as Exhibit 1.1 to this Annual Report. The information called for by this Item is set forth in Exhibit 1.1 to this Annual Report\nand is incorporated by reference into this Annual Report.\n\n** **\n\n**C. Material Contracts**\n\n \n\nFor a description of each\nmaterial contract, other than material contracts entered into in the ordinary course of business, to which we are or have been a party,\nfor the two years immediately preceding the date of this Annual Report, see “Item 4.A. History and Development of the Company”\nabove, “Item 4.B. Business Overview” above, “Item 6.C Board Practices – Indemnification,” “Item 6.B\nCompensation – Share Option Plan,” “Item 7.A. Major Shareholders,” or “Item 7.B. Related Party Transactions,”\nabove.\n\n** **\n\n**Exchange Controls **\n\n \n\nThere are currently no Israeli\ncurrency control restrictions on payments of dividends or other distributions with respect to our Ordinary Shares or the proceeds from\nthe sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain transactions.\nHowever, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.\n\n \n\nThe ownership or voting of\nour Ordinary Shares by non-residents of Israel, except with respect to citizens of countries that are in a state of war with Israel, is\nnot restricted in any way by our memorandum of association or Articles or by the laws of the State of Israel.\n\n** **\n\n**E. Taxation**\n\n* *\n\n*The following description is not intended to\nconstitute a complete analysis of all tax consequences relating to the ownership or*disposition *of our Ordinary Shares. You should\nconsult your own tax advisor*concerning *the tax consequences of your particular situation, as well as any tax consequences that\nmay arise under the laws of any state, local, foreign, including Israeli, or other taxing jurisdiction.*** **\n\n** **\n\n**Israeli Tax Considerations and Government Programs**\n\n \n\nThe following is a description\nof the material Israeli income tax consequences of the ownership of our Ordinary Shares. The following also contains a description of\nmaterial relevant provisions of the current Israeli income tax structure applicable to companies in Israel, with reference to its effect\non us. To the extent that the discussion is based on new tax legislation which has not been subject to judicial or administrative interpretation,\nthere can be no assurance that the tax authorities will accept the views expressed in the discussion in question. The discussion is not\nintended, and should not be taken, as legal or professional tax advice and is not exhaustive of all possible tax considerations.\n\n \n\nThe following description\nis not intended to constitute a complete analysis of all tax consequences relating to the ownership or disposition of our Ordinary Shares.\nShareholders should consult their own tax advisors concerning the tax consequences of their particular situation, as well as any tax consequences\nthat may arise under the laws of any state, local, foreign, or other taxing jurisdiction.\n\n** **\n\n73\n\n \n\n** **\n\n**General Corporate Tax Structure in Israel**\n\n \n\nIsraeli companies are generally\nsubject to corporate tax, currently at the rate of 23%. However, the effective tax rate payable by a company that derives income from\na Preferred Enterprise or Preferred Technological Enterprise (as discussed below) may be considerably less.\n\n \n\nCapital gains derived by an\nIsraeli resident company are subject to tax at the regular corporate tax rate. Under Israeli tax legislation, a corporation will be considered\nas an “Israeli resident company” if it meets one of the following criteria: (i) it was incorporated in Israel; or (ii) the\ncontrol and management of its business are exercised in Israel.\n\n** **\n\n**Law for the Encouragement of Industry (Taxes),\n5729-1969**\n\n \n\nThe Law for the Encouragement\nof Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for Industrial\nCompanies.\n\n \n\nThe Industry Encouragement\nLaw defines an “Industrial Company” as an Israeli resident-company, which has 90% or more of its income in any tax year, other\nthan income from defense loans, derived from an “Industrial Enterprise” owned by it. An “Industrial Enterprise”\nis defined as an enterprise whose principal activity in a given tax year is industrial production.\n\n \n\nThe following corporate tax\nbenefits, among others, are available to Industrial Companies:\n\n \n\n \n●\namortization of the cost to purchase a patent, rights to use a patent, and know-how, which are used for the development or advancement of the company, over an eight-year period, commencing on the year in which such rights were first exercised;\n\n \n\n \n●\nunder limited conditions, an election to file consolidated tax returns with related Israeli Industrial Companies; and\n\n \n\n \n●\nexpenses related to a public offering are deductible in equal amounts over three years.\n\n \n\nEligibility for benefits under\nthe Industry Encouragement Law is not contingent upon approval of any governmental authority, but it quite common to maintain preapproval\nfrom the Israeli Tax Authority, or the ITA.\n\n** **\n\n**Tax Benefits and Grants for Research and\nDevelopment**\n\n** **\n\n**General.**The IIA, an\nindependent publicly funded agency, was created to provide a variety of practical tools and funding platforms aimed at effectively addressing\nthe dynamic and changing needs of the local and international innovation ecosystem. The IIA acts under the Law for the Encouragement of\nResearch, Development and Technological Innovation in the Industry 1984 and the related IIA rules and regulations, or the Innovation Law.\nCompanies that receive funding from the IIA are subject to certain liabilities of the Innovation Law, mainly pertaining to the know-how\nthat was developed with the support of the IIA within the framework of an R&D funding program, and/or its derivatives, or the IIA-supported\nKnow-how, and/or to the products derived from the technology that was developed with the support of the IIA within the framework of an\nR&D funding program, and/or its derivatives, or IIA-supported products.** **\n\n \n\n**Ownership Structure.**\nAny change of ownership must be reported to the IIA prior to the execution of the acquisition. A change in the company’s ownership,\nin which a foreign entity becomes a shareholder in the company, requires the IIA approval and the new shareholder signature on an undertaking\nletter acknowledging the company’s liabilities to the Innovation Law.\n\n** **\n\n74\n\n \n\n** **\n\n**Royalty payment.** Companies\nsupported by the IIA are required to pay royalties on income yielded from the IIA-supported products, until full refund of the grant,\nwhich is linked to the US dollar and carries interest (Until October 25, 2023, the interest was calculated at a rate based on 12-month\nLIBOR applicable to US Dollar deposits. However, on October 25, 2023, the IIA published a directive concerning changes in royalties to\naddress the expiration of the LIBOR. Under such directive, regarding IIA grants approved by the IIA prior to January 1, 2024 but which\nare outstanding thereafter, as of January 1, 2024 the annual interest is calculated at a rate based on 12-month SOFR, as published by\nthe CME Group or any authorized body of the Federal Reserve on the first trading day of each year, or at an alternative rate published\nby the Bank of Israel plus 0.71513%; and, for grants approved on or following January 1, 2024 the annual interest shall be the higher\nof (i) the 12 months SOFR interest rate, plus 1%, or (ii) a fixed annual interest rate of 4%). Until July 2017, the rate of the royalties\nrefund was 3% of related income in the first three years, and 3.5% from the 4th year, onward. As of July 2017, the rate of the royalties\nrefund for companies with total revenues of under $70 million at the year preceding the application date, has changed to 3%.\n\n** **\n\n**Manufacturing location.**\nUntil 2003, manufacturing was considered to be done completely in Israel, and after this date, the manufacturing location (including assembly)\nis determined based on the manufacturing declaration located in the grant application submitted for supporting R&D, or the Manufacturing\nDeclaration. The transfer of manufacturing activity outside Israel may be subject to the prior approval of the IIA and may result in an\nincreased royalty payment rate and an increased total royalty payment, which will be calculated based on the deviation from the company’s\nManufacturing Declaration. Cumulative deviation of under 10% requires notification of the IIA, while 10% or more requires pre-approval.\n\n \n\nThe rate of royalty payment\ndue to overseas manufacturing is increased as follows: If the foreign company will be given the rights to only manufacture the IIA-supported\nproducts, an additional 1% will be incurred (e.g., instead of paying 3%, the company will pay 4%). However, if the foreign company will\nbe given the rights to both manufacture and distribute the IIA-supported products, the royalties rate may be higher. The increased royalty\nrate will apply for revenues associated with manufacturing outside of Israel only. In general, royalties will be paid from the final sale\nprice to the client and not from the inter-company transfer price. The company will have to keep paying royalties until it reaches the\nnew royalty liability ceiling.\n\n \n\nThe increased repayment is\ncalculated according to the percentage of the manufacturing activities that are carried out outside of Israel out of the total cumulative\nmanufacturing activities both in Israel and abroad, as described in the following table:\n\n \n\n**Percentage of manufacturing activities performed\noutside of Israel, cumulatively**\n \n**The increased payment to the IIA**\n\n \n \n \n\nUp to 50%\n \n120% of the received grants + interest\n\nBetween 50% and 90%\n \n150% of the received grants + interest\n\n90% and more\n \n300% of the received grants + interest\n\n \n\nFor applications to manufacture\nabroad submitted to the IIA after October 25, 2023, the maximum increased liability is up to 150% of the IIA grants, plus interest accrued\nthereon, instead of 300%.\n\n** **\n\n**Know-how location.**\nTo the extent a company wishes to transfer its IIA-supported Know-how outside of Israel, the transfer must be preapproved by the IIA and\nthe company may be required to pay an additional payment to the IIA, or the Fee, as described below. This Fee (which also relates to programs\nthat are absolved of royalty payment) is calculated according to the ratio between the total grants received from the IIA and the total\nfinancial R&D expenses invested in the related know-how (including the received grants), multiplied by the transaction price of the\nIIA-supported Know-how, or the Basic Amount.\n\n \n\nThe Basic Amount minus the\nreceived grants is depreciated at a rate of 1/7 per annum, as of the fourth year from the end of the last supported file in each program.\nAs a result, when transferring IIA-supported Know-how after 10 years or more, the maximum payment to the IIA will be only the total sum\nof the received grants plus interest, minus paid royalties.\n\n \n\n75\n\n \n\n \n\nHowever, the aforementioned\nformula has a minimum and a maximum limits. The minimum amount of the payment is the total sum of grants received plus interest. The maximum\namount shall be no higher than 6 times the total sum of grants received plus interest. In the case that the IIA-supported company retains\nits R&D center in Israel for at least three consecutive years, following the year of transferring the IIA-supported Know-how outside\nof Israel, while maintaining at least 75% of its R&D employment in Israel - the payment will be limited to 3 times the total sum of\ngrants received plus interest.\n\n \n\nTransferring IIA-supported\nKnow-how outside of Israel according to the Innovation Law (including paying the Fee where necessary) releases the IIA-supported company\nfrom all liabilities to the IIA.\n\n \n\nTransfer of know-how to another\nIsraeli entity is subject to signature of the recipient Israeli entity on a formal IIA issued undertaking document, to comply with the\nprovisions of the Innovation Law, including the restrictions on the transfer of know-how and the obligation to pay royalties.\n\n \n\nAccording to the above, these\nliabilities should be taken into account when we consider to outsource manufacturing, engage in change of control transactions or otherwise\ntransfer our know-how outside of Israel, and may require us to obtain the pre-approval of the IIA for certain actions and transactions\nand pay additional payments to the IIA. In particular, any change of control and any change of ownership of our Ordinary Shares that would\nmake a non-Israeli citizen or resident an “interested party,” as defined in the Innovation Law, requires a prior written notice\nto the IIA in addition to any payment that may be required of us for transfer of manufacturing or know-how outside of Israel. If we fail\nto comply with the Innovation Law, we may be subject to criminal charges or to mandatory repayment of grants received by us (together\nwith interest and penalties).\n\n** **\n\n**Tax Benefits for Research and Development**\n\n \n\nIsraeli tax law allows, under\ncertain conditions, a tax deduction for expenditures, including capital expenditures, for the year in which they are incurred. Expenditures\nare deemed related to scientific research and development projects, if:\n\n \n\n \n●\nThe expenditures are approved by the relevant Israeli government ministry, determined by the field of research;\n\n \n\n \n●\nThe research and development must be for the promotion of the company; and\n\n \n\n \n●\nThe research and development is carried out by or on behalf of the company seeking such tax deduction.\n\n \n\nThe amount of such deductible\nexpenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development\nprojects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested\nin an asset depreciable under the general depreciation rules of the Tax Ordinance. Expenditures not so approved are deductible in equal\namounts over three years.\n\n \n\nFrom time to time, we may apply the Office of\nthe Chief Scientist for approval to allow a tax deduction for all research and development expenses during the year incurred. There can\nbe no assurance that such application will be accepted.** **\n\n** **\n\n**Law for the Encouragement of Capital Investments,\n1959**\n\n \n\nThe Law for the Encouragement\nof Capital Investments, 1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production\nfacilities (or other eligible assets).\n\n* *\n\n*Tax benefits under the 2011 Amendment*\n\n \n\nThe 2011 Amendment canceled\nthe availability of the benefits granted under the Investment Law prior to 2011 and, instead introduced new benefits for income generated\nby a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law)\nas of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental\nentity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011\nAmendment, a Preferred Company is entitled to a reduced corporate tax rate of 16% with respect to its income derived from its Preferred\nEnterprise, unless the Preferred Enterprise is located in a specified development zone, in which case the rate will be 7.5%. Income derived\nby a Preferred Company from a “Special Preferred Enterprise” (as such term is defined in the Investment Law) would be entitled,\nduring a benefits period of 10 years, to further reduced tax rates of 8% or 5% if the Special Preferred Enterprise is located in a certain\ndevelopment zone.\n\n \n\n76\n\n \n\n \n\nDividends distributed from\nincome which is attributed to a “Preferred Enterprise” should generally be subject to withholding tax at source at the following\nrates: (i) Israeli resident corporations - 0%, (although, if such dividends are subsequently distributed to individuals or a non-Israeli\ncompany the below rates detailed in sub sections (ii) and (iii) shall apply), (ii) Israeli resident individuals - 20% and (iii) non-Israeli\nresidents (individuals and corporations) - subject to the receipt in advance of a valid certificate from the ITA allowing for a reduced\ntax rate, 20% or such lower rate as may be provided under the provisions of any applicable double tax treaty.\n\n \n\nWe currently do not intend\nto implement the 2011 Amendment.\n\n* *\n\n*Tax benefits under the 2017 Amendment that\nbecame effective on January 1, 2017*\n\n \n\nThe 2017 Amendment was enacted\nas part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment\nprovided new tax benefits for two types of “Technological Enterprises,” as described below, and is in addition to the other\nexisting tax beneficial programs under the Investment Law.\n\n \n\nThe 2017 Amendment provides\nthat a technology company satisfying certain conditions should qualify as a Preferred Technological Enterprise, or PTE, and thereby enjoy\na reduced corporate tax rate of 12% on income that qualifies as “Preferred Technological Income”, as defined in the Investment\nLaw. The tax rate is further reduced to 7.5% for a PTE located in development zone “A”. In addition, a PTE will enjoy a reduced\ncorporate tax rate of 12% on capital gain derived from the sale of certain “Benefited Intangible Assets” (as defined in the\nInvestment Law) to a related foreign company if the Benefited Intangible Assets were acquired from a foreign company on or after January\n1, 2017 for at least NIS 200 million, and the sale received prior approval from the National Authority for Technological Innovation previously\nknown as the Israeli Office of the Chief Scientist), to which we refer as IIA.\n\n \n\nThe 2017 Amendment further\nprovides that a technology company satisfying certain conditions (group turnover of at least NIS 10 billion) should qualify as a “Special\nPreferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technological\nIncome” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technological Enterprise\nshould enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefited Intangible Assets”\nto a related foreign company if the Benefited Intangible Assets were either developed by the Special Preferred Enterprise or acquired\nfrom a foreign company on or after January 1, 2017, and the sale received prior approval from IIA. A Special Preferred Technological Enterprise\nthat acquires Benefited Intangible Assets from a foreign company for more than NIS 500 million should be eligible for these benefits for\nat least ten years, subject to certain approvals as specified in the Investment Law.\n\n \n\nDividends distributed out\nof Preferred Technological Income to Israeli shareholders by a PTE or a Special Preferred Technology Enterprise, paid out of Preferred\nTechnological Income, should generally subject to withholding tax at source at the rate of 20% (in the case of non-Israeli shareholders,\na lower rate may be provided in an applicable tax treaty) but in either case, subject to the receipt in advance of a valid certificate\nfrom the ITA allowing for a reduced tax rate. However, if such dividends are paid to an Israeli company, no tax is generally required\nto be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, withholding tax at a\nrate of 20% or such lower rate as may be provided in an applicable tax treaty, should apply). If such dividends are distributed to a foreign\ncompany that holds solely or together with other foreign companies 90% or more in the Israeli company and other conditions are met, the\nwithholding tax rate should be 4% (or such lower rate as may be provided in an applicable tax treaty, in either case, subject to the receipt\nin advance of a valid certificate from the ITA allowing for such reduced tax rate).\n\n \n\nWe are examining the potential\nimpact of the 2017 Amendment and the degree to which we may qualify as a PTE, the amount of Preferred Technological Income that we may\nhave and other benefits that we may receive from the 2017 Amendment in the future.\n\n** **\n\n77\n\n \n\n** **\n\n**Taxation of our Shareholders**\n\n \n\nCapital Gains Taxes Applicable\nto Non-Israeli Resident Shareholders. A non-Israeli resident who derives capital gains from the sale of shares in an Israeli resident\ncompany will be exempt from Israeli tax so long as the shares were not held through a permanent establishment that the non-resident maintains\nin Israel. However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling\ninterest of 25% or more in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues\nor profits of such non-Israeli corporation, whether directly or indirectly.\n\n \n\nAdditionally, a sale of securities\nby a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example,\nunder Convention Between the Government of the United States of America and the Government of the State of Israel with respect to Taxes\non Income, as amended, or the United States-Israel Tax Treaty, the sale, exchange or other disposition of shares by a shareholder who\nis a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded\nto such a resident by the U.S.-Israel Tax Treaty, or a Treaty U.S. Resident, is generally exempt from Israeli capital gains tax unless:\n(i) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital\ngain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from the such sale, exchange\nor disposition is attributed to a permanent establishment in Israel, under certain terms; (iv) such Treaty U.S. Resident holds, directly\nor indirectly, shares representing 10% or more of the voting capital during any part of the 12-month period preceding the disposition,\nsubject to certain conditions; or (v) such Treaty U.S. Resident is an individual and was present in Israel for 183 days or more during\nthe relevant taxable year.\n\n \n\nIn some instances where our\nshareholders may be liable for Israeli tax on the sale of their Ordinary Shares, the payment of the consideration may be subject to the\nwithholding of Israeli tax. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order\nto avoid withholding at source at the time of sale.\n\n* *\n\n*Taxation of Non-Israeli\nShareholders on Receipt of Dividends*. Non-Israeli residents are generally subject to Israeli income tax on the receipt of dividends\npaid on our Ordinary Shares at the rate of 25% (before surtax at a rate of up to 5% on income above certain threshold), which tax will\nbe withheld, unless relief is provided in a treaty between Israel and the shareholder’s country of residence. With respect to a\nperson who is a “substantial shareholder” at the time of receiving the dividend or at any time during the preceding twelve\nmonths, the applicable tax rate is 30% (before surtax at a rate of up to 5% on income above certain threshold). A “substantial shareholder”\nis generally a person who alone or together with such person’s relative or another person who collaborates with such person on a\npermanent basis, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation at the time\nof receiving the dividend or at any time during the preceding twelve months. “Means of control” generally include the right\nto vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any\nof the aforesaid rights how to act, regardless of the source of such right. However, a distribution of dividends to non-Israeli residents\nis subject to withholding tax at source at a rate of 20% if the dividend is distributed from income attributed to a Preferred Enterprise\nor PTE, unless a reduced tax rate is provided under an applicable tax treaty. For example, under the United States-Israel Tax Treaty,\nthe maximum rate of tax withheld at source in Israel on dividends paid to a holder of our Ordinary Shares who is a Treaty U.S. Resident\nis 25%. However, generally, the maximum rate of withholding tax on dividends, not generated by a Preferred Enterprise or PTE, that are\npaid to a United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend\nis distributed as well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding\nyear consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed\nto a Preferred Enterprise or PTE are not entitled to such reduction under the tax treaty but are subject to a withholding tax rate of\n15% for a shareholder that is a U.S. corporation, provided that the condition related to our gross income for the previous year (as set\nforth in the previous sentence) is met. If the dividend is attributable partly to income derived from a Preferred Enterprise or PTE, and\npartly to 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\n78\n\n \n\n** **\n\n**U.S. Federal Income Tax Considerations**\n\n \n\nTHE FOLLOWING SUMMARY IS INCLUDED\nHEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE. EACH U.S. HOLDER SHOULD\nCONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND SALE\nOF ORDINARY SHARES, the Warrants and the Ordinary Shares issued or issuable upon exercise of the\nWarrants, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.\n\n \n\nSubject to the limitations\ndescribed in the next paragraph, the following discussion summarizes the material U.S. federal income tax consequences to a “U.S.\nHolder” arising from the purchase, ownership and sale of the Ordinary Shares, the Warrants and the Ordinary Shares issued or issuable\nupon exercise of the Warrants, or collectively, the securities. For this purpose, a “U.S. Holder” is a holder of securities\nthat is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident\nof the United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or entity\ntreated as a corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S.\nperson under any applicable U.S. Treasury regulations) created or organized under the laws of the United States or the District of Columbia\nor any political subdivision thereof; (3) an estate, the income of which is includable in gross income for U.S. federal income tax purposes\nregardless of source; (4) a trust if a court within the United States is able to exercise primary supervision over the administration\nof the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; or (5) a trust that has a\nvalid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations.\n\n \n\nThis summary is for general\ninformation purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations\nthat may be relevant to a decision to purchase our securities. This summary generally considers only U.S. Holders that will own our securities\nas capital assets. Except to the limited extent discussed below, this summary does not consider the U.S. federal tax consequences to a\nperson that is not a U.S. Holder, nor does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This\nsummary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury\nregulations promulgated thereunder, administrative and judicial interpretations thereof, (including with respect to the Tax Cuts and Jobs\nAct of 2017), and the U.S.-Israel Income Tax Treaty, all as in effect as of the date hereof and all of which are subject to change, possibly\non a retroactive basis, and all of which are open to differing interpretations. We will not seek a ruling from the IRS with regard to\nthe U.S. federal income tax treatment of an investment in our securities by U.S. Holders and, therefore, can provide no assurances that\nthe IRS will agree with the conclusions set forth below.\n\n \n\nThis discussion does not address\nall of the aspects of U.S. federal income taxation that may be relevant to a particular U.S. holder based on such holder’s particular\ncircumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local, excise or foreign tax\nconsiderations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank,\nlife insurance company, regulated investment company, or other financial institution or “financial services entity;” (2) a\nbroker or dealer in securities or foreign currency; (3) a person who acquired our securities in connection with employment or other performance\nof services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our securities as a hedge\nor as part of a hedging, straddle, conversion or constructive sale transaction or other risk-reduction transaction for U.S. federal income\ntax purposes; (6) a tax-exempt entity; (7) real estate investment trusts or grantor trusts; (8) a U.S. Holder that expatriates out of\nthe United States or a former long-term resident of the United States; or (9) a person having a functional currency other than the U.S.\ndollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively,\nat any time, securities representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of partnerships\n(or other pass-through entities) or persons who hold securities through a partnership or other pass-through entity are not addressed.\n\n \n\nEach prospective investor\nis advised to consult his or her own tax adviser for the specific tax consequences to that investor of purchasing, holding or disposing\nof our securities, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.\n\n** **\n\n79\n\n \n\n** **\n\n**Exercise or Expiry of Warrants**\n\n \n\nNo gain or loss will be realized\non the exercise of a Warrant. When a Warrant is exercised, the U.S. Holder’s cost of the Ordinary Shares acquired thereby will be\nequal to the U.S. Holder’s adjusted cost basis of the Warrant plus the exercise price paid for the Ordinary Shares. The expiration\nof an unexercised Warrant will generally give rise to a capital loss equal to the adjusted cost basis to the U.S. Holder of the Warrant.\nThe holding period of the Ordinary Shares acquired by the exercise of a Warrant includes the holding period of the Warrant.\n\n** **\n\n**Taxation of Dividends Paid on Securities**\n\n \n\nWe do not intend to pay dividends\nin the foreseeable future and U.S. Holders of Warrants are not entitled to dividends. In the event that we do pay dividends, and subject\nto the discussion under the heading “Passive Foreign Investment Companies” below and the discussion of “qualified dividend\nincome” below, a U.S. Holder, other than certain U.S. Holder’s that are U.S. corporations, will be required to include in\ngross income as ordinary income the amount of any distribution paid on securities (including distributions paid on the Warrants if such\nwarrants were to become entitled to dividends and the amount of any Israeli tax withheld on the date of the distribution), to the extent\nthat such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes.\nThe amount of a distribution which exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing\nthe U.S. Holder’s tax basis for the securities to the extent thereof, and then capital gain. We do not expect to maintain calculations\nof our earnings and profits under U.S. federal income tax principles and, therefore, U.S. Holders should expect that the entire amount\nof any distribution generally will be reported as dividend income.\n\n \n\nIn general, preferential tax\nrates for “qualified dividend income” and long-term capital gains are applicable for U.S. Holders that are individuals, estates,\nor trusts. For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign\ncorporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive\ntax treaty with the United States which includes an exchange of information program. The IRS has stated that the U.S.-Israel Tax Treaty\nsatisfies this requirement and we believe we are eligible for the benefits of that treaty.\n\n \n\nIn addition, our dividends\nwill be qualified dividend income if our securities are readily tradable on the Nasdaq Capital Market or another established securities\nmarket in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid\nor in the prior year, as a PFIC, as described below under “Passive Foreign Investment Companies.” A U.S. Holder will not be\nentitled to the preferential rate: (1) if the U.S. Holder has not held our securities for at least 61 days of the 121 day period beginning\non the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related\npayments on substantially similar property. Any days during which the U.S. Holder has diminished its risk of loss on our securities are\nnot counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment\nincome” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.\n\n \n\nThe amount of a distribution\nwith respect to our securities will be measured by the amount of the fair market value of any property distributed, and for U.S. federal\nincome tax purposes, the amount of any Israeli taxes withheld therefrom. Cash distributions paid by us in NIS will be included in the\nincome of U.S. Holders at a U.S. dollar amount based upon the spot rate of exchange in effect on the date the dividend is includible in\nthe income of the U.S. Holder, and U.S. Holders will have a tax basis in such NIS for U.S. federal income tax purposes equal to such U.S.\ndollar value. If the U.S. Holder subsequently converts the NIS into U.S. dollars or otherwise disposes of it, any subsequent gain or loss\nin respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.\n\n** **\n\n**Taxation of the Disposition of Securities**\n\n \n\nExcept as provided under the\nPFIC rules described below under “Passive Foreign Investment Companies,” upon the sale, exchange or other disposition of our\nsecurities, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax\nbasis for the securities in U.S. dollars and the amount realized on the disposition in U.S. dollar (or its U.S. dollar equivalent determined\nby reference to the spot rate of exchange on the date of disposition, if the amount realized is denominated in a foreign currency). The\ngain or loss realized on the sale, exchange or other disposition of securities will be long-term capital gain or loss if the U.S. Holder\nhas a holding period of more than one year at the time of the disposition. Individuals who recognize long-term capital gains may be taxed\non such gains at reduced rates of tax. The deduction of capital losses is subject to various limitations.\n\n** **\n\n80\n\n \n\n** **\n\n**Passive Foreign Investment Companies**\n\n \n\nSpecial U.S. federal income\ntax laws apply to U.S. taxpayers who own shares of a corporation that is a PFIC. We will be treated as a PFIC for U.S. federal income\ntax purposes for any taxable year that either:\n\n \n\n \n●\n75% or more of our gross income (including our pro-rata share of gross income for any company, in which we are considered to own 25% or more of the shares by value), in a taxable year is passive; or\n\n \n\n \n●\nAt least 50% of our assets, averaged over the year and generally determined based upon fair market value (including our pro-rata share of the assets of any company in which we are considered to own 25% or more of the shares by value) are held for the production of, or produce, passive income.\n\n \n\nFor this purpose, passive\nincome generally consists of dividends, interest, rents, royalties, annuities and income from certain commodities transactions and from\nnotional principal contracts. Cash is treated as generating passive income.\n\n \n\nThe tests for determining\nPFIC status are applied annually, and it is difficult to make accurate projections of future income and assets which are relevant to this\ndetermination. In addition, our PFIC status may depend in part on the market value of our securities. Accordingly, there can be no assurance\nthat we currently are not or will not become an PFIC.\n\n \n\nIf we currently are or become\na PFIC, each U.S. Holder who has not elected to mark the shares to market (as discussed below), would, upon receipt of certain distributions\nby us and upon disposition of our securities at a gain: (1) have such distribution or gain allocated ratably over the U.S. Holder’s\nholding period for the securities, as the case may be; (2) the amount allocated to the current taxable year and any period prior to the\nfirst day of the first taxable year in which we were a PFIC would be taxed as ordinary income; and (3) the amount allocated to each of\nthe other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year,\nand an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other\ntaxable year. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis\nof such shares would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal\nto the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect investments in a PFIC may also be subject\nto these special U.S. federal income tax rules.\n\n \n\nThe PFIC rules described above\nwould not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the securities while we\nare a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF election\nis required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings\nas ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether\nwe make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required\ninformation. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the\nIRS. We do not intend to notify U.S. Holders if we believe we will be treated as a PFIC for any tax year. In addition, we do not intend\nto furnish U.S. Holders annually with information needed in order to complete IRS Form 8621 and to make and maintain a valid QEF election\nfor any year in which we or any of our subsidiaries are a PFIC. Therefore, the QEF election will not be available with respect to our\nsecurities.\n\n \n\nIn addition, the PFIC rules\ndescribed above would not apply if we were a PFIC and a U.S. Holder made a mark-to-market election. A U.S. Holder of our securities which\nare regularly traded on a qualifying exchange, including the Nasdaq Capital Market, can elect to mark the securities to market annually,\nrecognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair\nmarket value of the securities and the U.S. Holder’s adjusted tax basis in the securities. Losses are allowed only to the extent\nof net mark-to-market gain previously included income by the U.S. Holder under the election for prior taxable years.\n\n \n\n81\n\n \n\n \n\nU.S. Holders who hold our\nsecurities during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC. U.S. Holders are\nstrongly urged to consult their tax advisors about the PFIC rules.\n\n** **\n\n**Tax on Net Investment Income**\n\n \n\nU.S. Holders who are individuals,\nestates or trusts will generally be required to pay a 3.8% Medicare tax on their net investment income (including dividends on and gains\nfrom the sale or other disposition of our securities), or in the case of estates and trusts on their net investment income that is not\ndistributed. In each case, the 3.8% Medicare tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable\nthresholds.\n\n** **\n\n**Tax Consequences for Non-U.S. Holders of Securities**\n\n \n\nExcept as provided below,\nan individual, corporation, estate or trust that is not a U.S. Holder referred to below as a non-U.S. Holder, generally will not be subject\nto U.S. federal income or withholding tax on the payment of dividends on, and the proceeds from the disposition of, our securities.\n\n \n\nA non-U.S. Holder may be subject\nto U.S. federal income tax on a dividend paid on our securities or gain from the disposition of our securities if: (1) such item is effectively\nconnected with the conduct by the non-U.S. Holder of a trade or business in the United States and, if required by an applicable income\ntax treaty is attributable to a permanent establishment or fixed place of business in the United States; or (2) in the case of a disposition\nof our securities, the individual non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the disposition\nand other specified conditions are met.\n\n \n\nIn general, non-U.S. Holders\nwill not be subject to backup withholding with respect to the payment of dividends on our securities if payment is made through a paying\nagent, or office of a foreign broker outside the United States. However, if payment is made in the United States or by a U.S. related\nperson, non-U.S. Holders may be subject to backup withholding, unless the non-U.S. Holder provides an applicable IRS Form W-8 (or a substantially\nsimilar form) certifying its foreign status, or otherwise establishes an exemption.\n\n \n\nThe amount of any backup withholding\nfrom a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may\nentitle such holder to a refund, provided that the required information is timely furnished to the IRS.\n\n \n\n**Information Reporting and Withholding**\n\n \n\nA U.S. Holder may be subject\nto backup withholding at a rate of 24% with respect to cash dividends and proceeds from a disposition of securities. In general, backup\nwithholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply\nwith respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is\nnot an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the\nrequired information is timely furnished to the IRS.\n\n \n\nA U.S. Holder with interests\nin “specified foreign financial assets” (including, among other assets, our securities, unless such securities are held on\nsuch U.S. Holder’s behalf through a financial institution) may be required to file an information report with the IRS if the aggregate\nvalue of all such assets exceeds $50,000 on the last day of the taxable year or $75,000 at any time during the taxable year (or such higher\ndollar amount as may be prescribed by applicable IRS guidance); and may be required to file a Report of Foreign Bank and Financial Accounts,\nor FBAR, if the aggregate value of the foreign financial accounts exceeds $10,000 at any time during the calendar year. You should consult\nyour own tax advisor as to the possible obligation to file such information report.\n\n** **\n\n82\n\n \n\n** **\n\n**F. Dividends and Paying Agents**\n\n \n\nNot applicable.\n\n** **\n\n**G. Statement by Experts**\n\n \n\nNot applicable.\n\n** **\n\n**H. Documents on Display**\n\n \n\nWe are subject to certain\ninformation reporting requirements of the Exchange Act, applicable to foreign private issuers and under those requirements will file reports\nwith the SEC. The SEC maintains an Internet website that contains reports and other information regarding issuers that file electronically\nwith the SEC. Our filings with the SEC will also available to the public through the SEC’s website at www.sec.gov.\n\n \n\nAs a foreign private issuer,\nwe are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors\nand principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the\nExchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements\nwith the SEC as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act. However,\nwe will file with the SEC, within 120 days after the end of each fiscal year, or such applicable time as required by the SEC, an annual\nreport containing financial statements audited by an independent registered public accounting firm, and may submit to the SEC, on a Form\n6-K, unaudited half-yearly financial information.\n\n \n\nWe maintain a corporate website\nwww.maris-tech.com. Information contained on, or that can be accessed through, our website and the other websites referenced above do\nnot constitute a part of this Annual Report. We have included these website addresses in this Annual Report solely as inactive textual\nreferences.\n\n** **\n\n**I. Subsidiary Information**\n\n \n\nNot applicable.** **"}