{"url_path":"/sec/mtekw/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","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":14277,"has_tables":true,"body_markdown":"** **\n\n**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\n**A. Directors and Senior Management**\n\n \n\nThe following table sets forth\ninformation regarding our executive officers, key employees and directors as of May 14, 2026:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nIsrael Bar\n \n72\n \nChief Executive Officer, Class III Director(6)\n\nNir Bussy\n \n44\n \nChief Financial Officer\n\nHananya Malka\n \n43\n \nChief Technology Officer\n\nCarmela Bastiker\n \n51\n \nChief Operating Officer\n\nNir Ben Moshe\n \n61\n \nNorth America Regional Operations Manager\n\nAmitay Weiss\n \n64\n \nChairman of the Board of Directors and Class II Director(1) (2)(3)(5)\n\nIsabela Marshak\n \n79\n \nClass I Director(1)(2)(3)(4)\n\nNaama Falach Avrahamy\n \n46\n \nClass II Director (1)(2)(3)(5)\n\n \n\n(1)Member\nof Compensation Committee\n\n \n\n(2)Member\nof the Audit Committee and Financial Statement Examination Committee\n\n \n\n(3)Independent\nDirector (as defined under Nasdaq Listing Rules)\n\n \n\n(4)Class\nI directors hold office until the annual general meeting to be held in 2028 and until their successors shall have been elected and qualified\n\n \n\n(5)Class\nII directors hold office until the annual general meeting to be held in 2026 and until their successors shall have been elected and qualified\n\n \n\n(6)Class\nIII directors hold office until the annual general meeting to be held in 2027 and until their successors shall have been elected and\nqualified\n\n** **\n\n**Israel Bar, Founder and Chief Executive Officer\nand Director**\n\n* *\n\n*Mr. Israel Bar*has\nserved as our Chief Executive Officer and director since our inception in May 2008. Mr. Bar is the founder of the Company. Prior to that,\nfrom 1999 to 2008 Mr. Bar served as chief executive officer, head of marketing and co-founder of Exatel Visual Systems Ltd. Between the\nyears 1996 to 1999 Mr. Bar acted as managing director of Real Vision Ltd. and before that, between 1993 to 1996 as the managing director\nof the then public company TVG Technologies Ltd. Mr. Bar also served as software programmer and officer in the Israeli Air Force from\n1972 until 1978, and was released as a Major. Mr. Bar received his B.Sc. in Mathematics and Computer Science from Bar Ilan University,\nIsrael. We believe that Mr. Bar is qualified to serve on our board of directors because of his vast business, management and leadership\nexperience.\n\n** **\n\n47\n\n \n\n** **\n\n**Nir Bussy, Chief Financial Officer**\n\n* *\n\n*Mr. Nir Bussy*has served\nas our Chief Financial Officer since April 2022. Mr. Nir Bussy is an experienced high-tech executive, with over 15 years of experience\nin several positions as Vice President of Finance, Chief Financial Officer and Controller in private and public companies. He served as\nvice president of finance and chief financial officer of Telefire Fire and Gas Detectors Ltd. since October 2017. Mr. Bussy held the role\nof Chief Financial Officer and VP of Crow Electronic Engineering Ltd. (OTC: CRWTF) from 2012 to 2017, and prior to that, Mr. Bussy worked\nas controller of Crow Electronic Engineering Ltd. from 2009 to 2012. From 2006 to 2009, Mr. Bussy worked as a senior in the high-tech\ngroup of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Limited. In addition, Mr. Bussy is a Certified\nPublic Accountant in Israel and has B.A in Economics and Accounting and a master’s degree in accounting from Bar Ilan University\nIsrael.\n\n** **\n\n**Hananya Malka, Chief Technology Officer**\n\n \n\n*Mr. Hananya Malka* has\nserved as our Chief Technology Officer since October 2025. Mr. Malka has been with the Company for the past 15 years, most recently serving\nas research and development manager. He led the development of advanced video processing systems deployed in defense, homeland security\nand space applications. Mr. Malka holds a B.Sc. from Ariel University (Israel).** **\n\n** **\n\n**Carmela Bastiker, Chief Operating Officer**\n\n* *\n\n*Mrs. Carmela Bastiker*\nhas served as our Chief Operating Officer since November 2009. Prior to that Mrs. Bastiker served as the chief technology officer of Exatel\nVisual Systems Ltd. from 2000 to 2009. Mrs. Bastiker received a degree in Business Administration and a degree in Human Resource Management\nand Training from the Open University, Israel.\n\n** **\n\n**Nir Ben Moshe, North America Regional Operations\nManager**\n\n* *\n\n*Mr. Nir Ben Moshe*has\nserved as our North America Regional Operations Manager since January 2025 and a member of our advisory board since February 2023. Mr.\nBen Moshe is a defense and security specialist and a former Director of Directorate of Security for the Defense Establishment (DSDE) at\nthe Israeli Ministry of Defense. Mr. Ben Moshe is an accomplished senior executive who has managed large-scale, highly sensitive national\nsecurity operations involving hundreds of personnel and significant budgets, devising strategies in a global environment. Mr. Ben Moshe\nholds a master’s degree in security and diplomacy from Tel Aviv University in Israel.\n\n \n\n**Amitay Weiss, Chairman of the Board of Directors\nand Director**\n\n* *\n\n*Mr. Amitay Weiss* has\nserved on our board of directors since February 2022 and was appointed Chairman of the board of directors in March 2023. Mr. Weiss has\na vast experience serving on boards of directors and other high positions. Mr. Weiss has served as a director of Rail Vision Ltd. (Nasdaq:\nRVSN) since January 2024. He also has served as chairman of the board of directors of Scisparc Ltd. (Nasdaq: SPRC) since January 2022,\nas chairman of the board of directors of Save Foods Inc. (Nasdaq: SVFD) since August 2020, chairman of the board of directors of Infimer\nLtd. (TASE:INFR-M) since July 2021 and chairman of the board of directors of Upsellon Brands Holdings Ltd. (previously Chiron Ltd.) (TASE:\nUPSL) since June 2019. He has also served as a member of the board of directors of Automax Motors Ltd. (TASE: AMX) since March 2021, Gix\nInternet Ltd. (previously Algomizer Ltd.) (TASE:GIX) since March 2019, Clearmind Medicine Inc. (previously Cyntar Ventures Inc.) (CSE:\nCMND) since August 2019, Perihelion Capital Ltd (PCL.P:CVE) since June 2021, as an external director of Cofix Group Ltd. (TASE: CFCS)\nsince August 2015. He previously served as chairman of the board of directors of Value Capital One Ltd. (previously P.L.T Financial Services\nLtd.) (TASE:VALU) from April 2016 to February 2021, Matomy Media Group Ltd. (LSE:MTMY, TASE:MTMY.TA) from May 2020 to March 2021. In April\n2016, Mr. Weiss founded Amitay Weiss Management Ltd., an economic consulting company and now serves as its chief executive officer. Mr.\nWeiss holds a B.A in economics from New England College, M.B.A. in business administration and LL.B. from Ono Academic College, Israel.\nWeiss is qualified to serve on our board of directors because of his diverse business, management and leadership experience.\n\n** **\n\n**Isabela Marshak, Director**\n\n* *\n\n*Ms. Isabela Marshak*\nhas served on our board of directors since December 2022. Ms. Marshak is an experienced media and public relations professional. Ms. Marshak\nis also the owner and manager of a real estate business in Israel and Romania since 1997, and the co-owner of private company specializing\nin private flight training and licensing since 2001. Ms. Marshak holds a B.A in International relations from the Hebrew University in\nJerusalem, Israel. We believe that Ms. Marshak is qualified to serve as a director due to her business experience and strong background\nin the field of media and public relations.\n\n** **\n\n48\n\n \n\n** **\n\n**Naama Falach Avrahamy, Director**\n\n* *\n\n*Ms. Naama Falach Avrahamy*\nhas served on our board of directors since February 2022. Ms. Falach Avrahamy is a senior financial professional with more than 17 years\nof experience. Ms. Falach Avrahamy has served as a member of the board of directors of ParaZero Technologies Ltd. (Nasdaq:PRZO) since\nAugust 2023, of Argaman Industries (TASE: Argaman) since June 2021 and of Crow Technologies 1977 Ltd. (OTC: CRWTF)\nsince May 2018. She has also served as VP of finance of INX Digital Company Inc. (NEO: INXD.NE) since April 2021. She previously\nserved as the chief financial officer and chief operating officer of NGG Global Consulting, a consulting group specializing in organizational\nand operational excellence solutions from May 2019 to February 2021, and as chief financial officer of AnyfinacialTech Ltd.,\nan online financial trading platform from May 2015 to June 2017. Ms. Falach Avrahamy received a BA in Business Administration\nand Accounting from the College of Management, Israel. She is also a graduate of the Directors and Executives program from the IDC Herzliya,\nIsrael. We believe that Ms. Falach Avrahamy is qualified to serve on our board of directors due to her financial background and expertise\nand experience in positions as director of public companies.\n\n** **\n\n**Advisory Board**\n\n \n\nIn February 2023, we established\nan advisory board, which is currently comprised of three experts in the fields of marketing of video technologies and products and managing\nnational security operations. The advisory board members assist us in the aforementioned fields, and we consult with the members of our\nadvisory board on a regular basis. The members of our advisory board receive compensation in the form of cash payments or option grants\nin accordance with the terms of their respective agreements.\n\n* *\n\n*Mr. Leslie G. Litwin*has\ndecades of experience in marketing of video technologies and products. He is currently the managing director and founder of Antrica Ltd,\nworld-wide specialist, manufacturer and supplier of video encoders and video decoders. Mr. Litwin and Antrica Ltd serve, very successfully,\nas one of the distributors of the Company’s products abroad, and Mr. Litwin personally has many years of familiarity with the Company\nand variety of its products. Mr. Litwin is also the founder of Zilica Ltd., a company engaged in sales and marketing of specialized video\nand closed-circuit television (CCTV) and sub-assemblies into European design and development companies. Prior to that, Mr. Litwin served\nin number of senior marketing and sales rolls in global leading companies.\n\n* *\n\n*Mr. Nir Ben Moshe* is\na senior executive with experience managing large-scale, highly sensitive national security operations around the world. In his last position,\nMr. Ben Moshe served as a director in the Directorate of Security for the Defense Establishment (DSDE) in Israel. In that position Mr.\nBen Moshe was responsible for the security of the Ministry of Defense, Israeli defense industries, defense research and development organizations\nand defense manufacturers, and managing a yearly budget of hundreds of millions of dollars. Mr. Ben Moshe has also served as our North\nAmerica Regional Operations Manager since January 2025.\n\n* *\n\n*Mr. Adam Emanual* has\nover 30 years of experience in aerospace defense and HLS in the U.S. federal market space, representing both U.S. and major Israeli companies.\nHe has facilitated joint programs between the U.S. and Israeli governments, accompanying the entire process, including advocacy on Capitol\nHill, funding, competition, and the Americanization of technology.\n\n** **\n\n**Family Relationships**\n\n \n\nThere are no family relationships\nbetween any members of our executive management and our directors.\n\n** **\n\n**Arrangements for Election of Directors and\nMembers of Management**\n\n \n\nThere are no arrangements\nor understandings with major shareholders, customers, suppliers or others pursuant to which any of our executive management or our directors\nwere selected (see “Related Party Transactions” for additional information). \n\n** **\n\n**B. Compensation**\n\n \n\nThe following table presents\nin the aggregate all compensation payable by us to all of our directors and senior management as a group for the year ended December 31,\n2025. The table does not include any amounts paid to reimburse any of such persons for costs incurred in providing us with services during\nthis period.\n\n \n\n49\n\n \n\n \n\nAll amounts reported in the\ntables below reflect the cost to Maris, in thousands of U.S. Dollars, for the year ended December 31, 2025. Amounts paid in NIS are translated\ninto U.S. dollars at the rate of NIS 3.19 = U.S. $1.00, based on the average representative rate of exchange between the NIS and the U.S.\ndollar as reported by the Bank of Israel during such period of time.\n\n \n\n  \nSalary,\nbonuses\nand Related\nBenefits  \nPension,\nRetirement\nand Other\nSimilar\nBenefits  \nShare\nBased\nCompensation \n\nAll directors and senior management as a group, consisting of 10 persons for the year ended December 31, 2025 \n$1,252,886  \n$60,347  \n$136,375 \n\n \n\nFor so long as we qualify\nas a foreign private issuer, we will not be required to comply with the proxy rules applicable to U.S. domestic companies regarding disclosure\nof the compensation of certain executive officers on an individual basis. In accordance with the Companies Law, we are required to disclose\nthe compensation granted to our five most highly compensated officers. The table below reflects the compensation granted during or with\nrespect to the year ended December 31, 2025.\n\n \n\nExecutive Officer \n**Salary\nand Related Benefits(1)**  \nBonus Payments, Benefits and Perquisites  \nShare-Based Compensation  \nTotal \n\n  \n   \n   \n   \n  \n\nIsrael Bar \n$307,987  \n$-   \n$48,917  \n$356,904 \n\n  \n    \n    \n    \n   \n\nNir Bussy \n$243,819  \n$53,918  \n$9,630  \n$307,367 \n\n  \n    \n    \n    \n   \n\nCarmela Bastiker \n$204,971  \n$50,157  \n$16,374  \n$271,502 \n\n  \n    \n    \n    \n   \n\nDavid Raviv \n$140,534  \n$-  \n$15,036  \n$155,572 \n\n  \n    \n    \n    \n   \n\nMagenya Roshanski \n$167,669  \n$-  \n$16,374  \n$184,043 \n\n \n\n(1)Represents\nthe directors’ and senior management’s gross salary plus payment of mandatory social benefits made by the Company on behalf\nof such persons. Such benefits may include, to the extent applicable to the executive, payments, contributions and/or allocations for\nsavings funds, education funds (referred to in Hebrew as “Keren Hishtalmut”), pension, severance, risk insurances (e.g.,\nlife or work disability insurance) and payments for social security.\n\n** **\n\n**Employment or Service Agreements with Executive\nOfficers**\n\n \n\nWe have entered into written\nemployment or service agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition,\nconfidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited\nunder applicable law. In addition, we have entered into our standard form of indemnification agreement, in the form filed as an exhibit\nto this Annual Report, with each of our directors and members of our senior management. Each such indemnification agreement provides the\nindemnified person with indemnification to the maximum extent permitted under applicable law and up to a certain amount, and to the extent\nthat these liabilities are not covered by directors and officers insurance or other indemnification agreement. Insofar as indemnification\nfor liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, we\nhave been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore,\nunenforceable.\n\n \n\nOn April 26, 2022 and April\n28, 2022, the compensation committee of our board of directors, or the Compensation Committee, and our board of directors, respectively,\napproved and recommended to our shareholders to approve, the adoption of a compensation policy, which was approved by our shareholders\nin their meeting which took place on June 21, 2022. Our compensation policy is effective for a period of five years following its adoption\nby our shareholders as mentioned above.\n\n \n\n50\n\n \n\n \n\n**Service Agreements with Non-Executive Directors**\n\n \n\nWe have entered into written\nservice agreements with each of our non-executive directors. Such director service contracts set out the key terms and conditions of the\ndirector’s appointment, including their compensation for services as members of the board of director, duties, rights and responsibilities,\ntime commitment and the board of directors’ expectations regarding involvement with committees of the board of directors.\n\n** **\n\n**Share Option Plan**\n\n \n\nThe Option Plan was approved by the general meeting of shareholders\non February 23, 2021. The Option Plan provides for the grant of options to our directors, employees, officers, consultants and service\nproviders from a pool of up to 800,000 Ordinary Shares. The number of Ordinary Shares in the pool is also subject to adjustment under\ncertain circumstances (e.g., reorganization of our equity capital). As of May 14, 2026, 48,767 Ordinary Shares had been issued upon exercise\nof options, 574,090 options had been granted but had not been exercised, 374,429 options have vested, 163,284 options were forfeited or\nexpired and returned to the pool, and 177,143 Ordinary Shares remained available for future grants. Our Option Plan is administered by\nour board of directors, regarding the granting of options and the terms of option grants, including exercise price, method of payment,\nvesting schedule, acceleration of vesting and the other matters necessary in the administration of this plan.\n\n \n\nEligible Israeli employees,\nofficers and directors, would qualify for provisions of Section 102(b)(2) of the Israeli Income Tax Ordinance [New Version], or the Tax\nOrdinance. Pursuant to such Section 102(b)(2) of the Tax Ordinance, qualifying options and shares issued upon exercise of such options\nare held in escrow and registered in the name of an escrow agent selected by the board of directors. The escrow agent may not release\nthese options or shares to the holders thereof for two years from the date of the registration of the options in the name of the escrow\nagent. Under Section 102 of the Tax Ordinance, any tax payable by an employee from the grant or exercise of the options is deferred until\nthe transfer of the options or Ordinary Shares by the escrow agent to the employee or upon the sale of the options or Ordinary Shares,\nand gains may qualify to be taxed as capital gains at a rate equal to 25%, subject to compliance with specified conditions. Under Israeli\ntax law, Israeli non-employee service providers and controlling shareholders may only be granted options under Section 3(9) of the Tax\nOrdinance, which does not provide the full tax benefits.\n\n \n\nAs a default, our Option Plan\nprovides that upon termination of employment for any reason, other than in the event of death, retirement, disability or cause, all unvested\noptions will expire and all vested options will generally be exercisable for 90 days following such termination, subject to the terms\nof our Option Plan and the governing option agreement.\n\n \n\nNotwithstanding the foregoing,\nin the event the engagement is terminated for cause, including, *inter alia*, due to dishonesty toward the Company or its affiliate,\nsubstantial malfeasance or nonfeasance of duty, unauthorized disclosure of confidential information, and conduct substantially prejudicial\nto the business of the Company or affiliate; or any substantial breach by the optionee of his or her employment or service agreement,\nall options granted to such optionee, whether vested or unvested, will not be exercisable and will terminate on the date of the termination\nof his employment.\n\n \n\nUpon termination of employment\ndue to death or disability, all the options vested at the time of termination, will be exercisable for 12 months following such time of\ntermination, or such other period as determined by the plan administrator, subject to the terms of our Option Plan and the governing option\nagreement. Upon termination without cause, all options vested at the time of termination will be exercisable for 90 days following such\ntime of termination.\n\n \n\n**Options**\n\n \n\nWe maintain the Option\nPlan, pursuant to which options and other equity-based awards may be granted to our employees, directors, officers, consultants and service\nproviders.\n\n \n\nDuring 2022, following the\ncompletion of our initial public offering, we granted options to purchase an aggregate of 287,922 Ordinary Shares to employees, executive\nofficers and directors under the Option Plan. Such options were granted with an exercise price of $4.20 per Ordinary Share and generally\nvest based on continued service over time pursuant to the applicable award agreements.\n\n \n\n51\n\n \n\n \n\nOn May 15, 2023, our Compensation\nCommittee approved the repricing of certain outstanding options held by officers, directors and service providers from $4.20 to $1.00\nper Ordinary Share. Other than the exercise price, all other terms of such options remained unchanged. On June 28, 2023, our shareholders\napproved the repricing to the extent required under applicable law, and the repricing was completed in July 2023.\n\n \n\nDuring 2024, we granted options\nto purchase an aggregate of 488,526 Ordinary Shares to employees, executive officers and directors under the Option Plan, including grants\nto our Chief Executive Officer and members of our board of directors. Such options were granted with exercise prices ranging from $1.06\nto $1.50 per Ordinary Share and generally vest over continued service periods pursuant to the applicable award agreements.\n\n \n\nDuring 2025, we granted options\nto purchase an aggregate of 105,612 Ordinary Shares to employees and service providers, with exercise prices ranging\nfrom $1.43 to $3.68 per Ordinary Share. Included in such grants was an award to Pure Capital Ltd. to purchase 80,000 Ordinary Shares.\nSuch options generally vest over continued service periods pursuant to the applicable award agreements.\n\n \n\n**Warrants**\n\n \n\nOn January 15, 2024, we issued\nwarrants to purchase up to 20,000 Ordinary Shares, at an exercise price of $1.06 per Ordinary Share, to certain of our service providers.\nThe warrants are exercisable until January 14, 2029 (5 years from the date of their issuance). The warrants have the following vesting\nschedule: (i) 50% vests on the second anniversary of the warrant issuance date; and (ii) 6.25% vests at the end of each quarter of continuous\nservices thereafter, for a total period of two years.\n\n** **\n\n**Differences between the Companies Law and\nNasdaq Listing Rules**\n\n \n\nThe Sarbanes-Oxley Act, as\nwell as related rules subsequently implemented by the SEC, require foreign private issuers, such as us, to comply with various corporate\ngovernance practices. In addition, following the listing of the Ordinary Shares on Nasdaq, we will be required to comply with the Nasdaq\nListing Rules. Under those rules, we may elect to follow certain corporate governance practices permitted under the Companies Law in lieu\nof compliance with corresponding corporate governance requirements otherwise imposed by the Nasdaq Listing Rules for U.S. domestic issuers.\n\n \n\nIn accordance with Israeli\nlaw and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Listing Rules, we have elected to follow the provisions\nof the Companies Law, rather than the Nasdaq Listing Rules, with respect to the following requirements:\n\n \n\n \n●\n*Quorum*. While the Nasdaq Listing Rules require that the quorum for purposes of any meeting of the holders of a listed company’s common voting stock, as specified in the company’s bylaws, be no less than 33 1/3% of the company’s outstanding common voting stock. However, under Israeli law, a company is entitled to determine in its articles of association the number of shareholders and percentage of holdings required for a quorum at a shareholders meeting. The Companies Law provides that a quorum of two or more shareholders holding at least 25% of the voting rights in person or by proxy is required for commencement of business at a general meeting, and our Articles reflect the same. However, the quorum set forth in our Articles with respect to an adjourned meeting consists of at least one shareholders present in person or by proxy.\n\n \n\n52\n\n \n\n \n\n \n●\n*Nomination of our directors.* Our directors are elected by the general meeting of our shareholders and, unless appointed for a shorter term, serve in office until the third annual general meeting after the general meeting in which such director was appointed, in which such later annual general meeting the directors will be brought for re-election or replacement. The nominations for directors, which are presented to our shareholders by our board of directors, are generally made by the board of directors itself, in accordance with the provisions of our Articles and the Companies Law. Nominations need not be made by a nominating committee of our board of directors consisting solely of independent directors, as required under the Nasdaq Listing Rules.\n\n \n\n \n●\n*Compensation of officers.* Israeli law and our Articles do not require that the independent members of our board of directors (or a Compensation Committee composed solely of independent members of our board of directors) determine an executive officer’s compensation, as is generally required under the Nasdaq Listing Rules with respect to the chief executive officer and all other executive officers. Instead, compensation of executive officers is determined and approved by our Compensation Committee and our board of directors, and in certain circumstances by our shareholders, either in consistency with our office holder compensation policy or, in special circumstances in deviation therefrom, taking into account certain considerations stated in the Companies Law (see “Management - Board Practices - Approval of Related Party Transactions under Israeli Law” for additional information).\n\n \n\n \n●\n*Shareholder approval.* We will seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law, rather than seeking approval for corporation actions in accordance with Nasdaq Listing Rule 5635. In particular, under this Nasdaq listing rule, shareholder approval is generally required for: (i) an acquisition of shares/assets of another company that involves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer or 5% shareholder has greater than a 5% interest in the target company or the consideration to be received; (ii) the issuance of shares leading to a change of control; (iii) adoption/amendment of equity compensation arrangements (although under the provisions of the Companies Law there is no requirement for shareholder approval for the adoption/amendment of the equity compensation plan); and (iv) issuances of 20% or more of the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company via a private placement (and/or via sales by directors/officers/5% shareholders) if such equity is issued (or sold) at below the greater of the book or market value of shares. By contrast, under the Companies Law, shareholder approval is required for, among other things: (i) transactions with directors concerning the terms of their service or indemnification, exemption and insurance for their service (or for any other position that they may hold at a company), for which approvals of the compensation committee, board of directors and shareholders are all required, (ii) extraordinary transactions with controlling shareholders of publicly held companies, which require the special approval, and (iii) terms of employment or other engagement of the controlling shareholder of us or such controlling shareholder’s relative, which require special approval. In addition, under the Companies Law, a merger requires approval of the shareholders of each of the merging companies.\n\n \n\n \n●\n*Approval of Related Party Transactions*. All related party transactions are approved in accordance with the requirements and procedures for approval of interested party acts and transaction as set forth in the Companies Law, which requires the approval of the audit committee of our board of directors, or the Audit Committee, or the Compensation Committee, as the case may be, the board of directors and shareholders, as may be applicable, for specified transactions, rather than approval by the Audit Committee or other independent body of our board of directors as required under the Nasdaq Listing Rules (see “Management - Board Practices - Approval of Related Party Transactions under Israeli Law” for additional information).\n\n \n\n \n●\n*Annual Shareholders Meeting.*As opposed to the Nasdaq listing Rule 5620(a), which mandates that a listed company hold its annual shareholders meeting within one year of the company’s fiscal year-end, we are required, under the Companies Law, to hold an annual shareholder meeting each calendar year and within 15 months of the last annual shareholders meeting.\n\n \n\n \n●\n*Distribution of periodic reports to shareholders; proxy solicitation.*As opposed to the Nasdaq Listing Rules, which require listed issuers to make such reports available to shareholders in one of a number of specific manners, Israeli law does not require us to distribute periodic reports directly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. In addition to making such reports available on a public website, we currently make our audited financial statements available to our shareholders at our offices and will only mail such reports to shareholders upon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules.\n\n** **\n\n53\n\n \n\n** **\n\n**C. Board Practices**\n\n** **\n\n**Introduction**\n\n \n\nOur board of directors presently\nconsists of four members. Amitay Weiss serves as the Chairman of our board of directors. We believe that Amitay Weiss, Isabela Marshak\nand Naama Falach Avrahamy are “independent” for purposes of the Nasdaq Listing Rules and SEC rules and regulations. Our Articles\nprovide that unless otherwise determined by the general meeting of shareholders, the number of directors serving on the board of directors\nwill be no less than three and no more than twelve, including External Directors (if applicable), which will be elected if and as required\nunder the Companies Law, as may be fixed from time to time by the board of directors. Pursuant to the Companies Law, the management of\nour business is vested in our board of directors. Our board of directors may exercise all powers and may take all actions that are not\nspecifically granted to our shareholders or to management. Our executive officers are responsible for our day-to-day management and have\nindividual responsibilities established by our board of directors. Our Chief Executive Officer is appointed by, and serves at the discretion\nof, our board of directors, subject to the employment agreement that we have entered into with him. All other executive officers are appointed\nby our Chief Executive Officer. Their terms of employment are subject to the approval of the Compensation Committee and of the board of\ndirectors and are subject to the terms of any applicable employment agreements that we may enter into with them and are subject to our\ncompensation policy.\n\n \n\nOur Articles provide for a\nsplit of the board of directors into three classes with staggered three-year terms (excluding External Directors, if applicable). At each\nannual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of\nthe directors of that class of directors will be for a term of office that expires on the third annual general meeting following such\nelection or re-election, such that each year the term of office of only one class of directors will expire. The director whom is to be\nretired and re-elected shall be the director that served the longest period since its appointment or last re-election or, if more than\none director served the longest time, or if a director who is not to be re-elected agrees to be re-elected, the meeting of the board of\ndirectors which sets the date and agenda for the annual general meeting (acting by a simple majority) will decide which of such directors\nwill be brought for re-election at the relevant general meeting.\n\n \n\nEach director, except external\ndirectors (if applicable), holds office until the third annual general meeting of our shareholders following his or her appointment (other\nthan in certain cases as described below), or until he or she resigns or unless he or she is removed by a majority of 70% vote of our\nshareholders’ votes at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies\nLaw and our Articles.\n\n \n\nIn addition, under certain\ncircumstances, our Articles allow our board of directors to appoint directors to fill vacancies on our board of directors, due to a director\nno longer serving, or due to the number of directors serving being less than the maximum amount, for the remaining period of time during\nwhich the director whose service has ended was filled would have held office (in case the appointment is due to a director no longer serving),\nor for a period in accordance with the class to which he was appointed (in case the appointment is in addition to the acting directors,\nsubject to the limitation set forward in our Articles on the number of directors). External directors, if applicable, may be elected for\nup to two additional three-year terms after their initial three-year term certain circumstances, and may be removed from office only under\nthe limited circumstances set forth in the Companies Law.\n\n \n\nUnder the Companies Law, any\nshareholder holding at least one percent (1%) of our outstanding voting power may suggest nominating a director in an annual general meeting\nof the shareholders. However, any such shareholder may make such a suggestion only if a written and timely notice of such shareholder’s\nintent to make such nomination has been given to our board of directors, in accordance with the provisions of our Articles and the Companies\nLaw. Any such notice must include certain information, including the consent of the proposed director nominee to serve as our director\nif elected, and a declaration that the nominee signed declaring that he or she possesses the requisite skills and has the availability\nto carry out his or her duties. Additionally, the nominee must provide details of such skills, and demonstrate an absence of any limitation\nunder the Companies Law that may prevent his or her election, and affirm that all of the required election-information is provided to\nus, pursuant to the Companies Law.\n\n \n\nHowever, under exemptions\napplicable for Israeli companies whose shares are listed outside of Israel, or the Exemptions Regulations, one or more shareholders may\nrequest the company’s board of directors to include an appointment of a candidate for a position on the board of directors or the\ntermination of a board member, as an item on the agenda of a future general meeting (if the company sees fit), provided that the shareholder\nhold at least five percent (5%) of the voting rights of the company, instead of one percent (1%) required in the past. \n\n \n\nUnder the Companies Law, our\nboard of directors must determine the minimum number of directors who are required to have accounting and financial expertise. In determining\nthe number of directors required to have such expertise, our board of directors must consider, among other things, the type and size of\nthe company and the scope and complexity of its operations. Our board of directors has determined that the minimum number of directors\nof our company who are required to have accounting and financial expertise is one.\n\n \n\n54\n\n \n\n \n\nThe board of directors must\nelect one director to serve as the chairman of the board of directors to preside at the meetings of the board of directors, and may also\nremove that director as chairman. Pursuant to the Companies Law, neither the chief executive officer nor any of his or her relatives is\npermitted to serve as the chairman of the board of directors, and a company may not vest the chairman or any of his or her relatives with\nthe chief executive officer’s authorities. In addition, a person who reports, directly or indirectly, to the chief executive officer\nmay not serve as the chairman of the board of directors; the chairman may not be vested with authorities of a person who reports, directly\nor indirectly, to the chief executive officer; and the chairman may not serve in any other position in the company or a controlled company,\nbut he or she may serve as a director or chairman of a controlled company. However, the Companies Law permits a company’s shareholders\nto determine, for a period not exceeding three years from each such determination, that the chairman or his or her relative may serve\nas chief executive officer or be vested with the chief executive officer’s authorities, and that the chief executive officer or\nhis or her relative may serve as chairman or be vested with the chairman’s authorities. Such determination of a company’s\nshareholders requires either: (1) the approval of at least a majority of the shares of those shareholders present and voting on the matter\n(other than controlling shareholders and those having a personal interest in the determination) (shares held by abstaining shareholders\nshall not be considered); or (2) that the total number of shares opposing such determination does not exceed 2% of the total voting power\nin the company. Currently, we have a separate chairman and chief executive officer.\n\n \n\nThe board of directors may,\nsubject to the provisions of the Companies Law, delegate any or all of its powers to committees of the board, and it may, from time to\ntime, revoke such delegation or alter the composition of any such committees, subject to certain limitations. Unless otherwise expressly\nprovided by the board of directors, the committees shall not be empowered to further delegate such powers. The composition and duties\nof our Audit Committee, financial statement examination committee and Compensation Committee are described below.\n\n \n\nThe board of directors oversees\nhow management monitors compliance with our risk management policies and procedures, and reviews the adequacy of the risk management framework\nin relation to the risks faced by us. The board of directors is assisted in its oversight role by an internal auditor. The internal auditor\nundertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to our Audit\nCommittee.\n\n** **\n\n**External Directors**\n\n \n\nUnder the Companies Law, an\nIsraeli company whose shares have been offered to the public or whose shares are listed for trading on a stock exchange in or outside\nof Israel is required to appoint at least two external directors, or External Directors, to serve on its board of directors. One of the\nexternal directors must have “financial and accounting expertise”, as defined under the Companies Law. In addition, External\nDirectors must meet stringent standards of independence.\n\n \n\nUnder the Exemptions Regulations, a company with\nno controlling shareholder whose shares are listed for trading on specified exchanges outside of Israel, including the Nasdaq Capital\nMarket, may adopt exemptions from various corporate governance requirements of the Companies Law, so long as such company satisfies the\nrequirements of applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized\nin that country and relating to the appointment of independent directors and the composition of audit and compensation committees. Such\nexemptions include an exemption from the requirement to appoint external directors and the requirement that an external director be a\nmember of certain committees, as well as exemption from limitations on directors’ compensation. We chose to apply such exemptions.** **\n\n** **\n\n**Independent Directors Under the Companies\nLaw**\n\n \n\nAn “independent director”\nunder the Companies Law is either an external director or a director who meets the same non-affiliation criteria as an external director\n(except for (i) the requirement that the director be an Israeli resident (which does not apply to companies such as ours whose securities\nhave been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and financial expertise or\nprofessional qualifications), as determined by the audit committee, and who has not served as a director of the company for more than\nnine consecutive years. For these purposes, ceasing to serve as a director for a period of two years or less would not be deemed to sever\nthe consecutive nature of such director’s service.\n\n \n\n55\n\n \n\n \n\nRegulations promulgated pursuant\nto the Companies Law provide that a director in a public company whose shares are listed for trading on specified exchanges outside of\nIsrael, including Nasdaq, who qualifies as an independent director under the relevant non-Israeli rules and who meets certain non-affiliation\ncriteria, which are less stringent than those applicable to independent directors as set forth above, would be deemed an “independent”\ndirector pursuant to the Companies Law provided: (i) he or she has not served as a director for more than nine consecutive years; (ii)\nhe or she has been approved as such by the audit committee; and (iii) his or her remuneration shall be in accordance with the Companies\nLaw and the regulations promulgated thereunder. For these purposes, ceasing to serve as a director for a period of two years or less would\nnot be deemed to sever the consecutive nature of such director’s service.\n\n \n\nFurthermore, pursuant to these\nregulations, such company may reappoint a person as an independent director for additional terms, beyond nine years, which do not exceed\nthree years each, if each of the audit committee and the board of directors determine, in that order, that in light of the independent\ndirector’s expertise and special contribution to the board of directors and its committees, the reappointment for an additional\nterm is in the company’s best interest.\n\n** **\n\nWe comply with the requirements\nthereunder applicable to domestic listed companies that a majority of the board of directors be deemed to be independent under such rules,\nas well as the independence requirements that are applicable to our audit committee and compensation, nominating and corporate governance\ncommittee if we were a domestic listed company, as described below. Our board of directors has undertaken a review of the independence\nof our directors under current rules and regulations of the SEC and Nasdaq Rules and considered whether any of our directors has a material\nrelationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.\nBased upon information requested from and provided by each director concerning such director’s background, employment and affiliations,\nincluding family relationships, our board of directors determined that Mr. Amitay Weiss, Ms. Isabela Marshak and Ms. Naama Falach Avrahamy\nrepresenting three out of our four directors, are “independent directors” as defined under current rules and regulations of\nthe SEC and Nasdaq Rules. In making these determinations, our board of directors considered the current and prior relationships that each\nnon-employee director has with our company and all other facts and circumstances that our board of directors deemed relevant in determining\ntheir independence, including the beneficial ownership of our share capital by each non-employee director and the transactions involving\nthem described in “Item 7. B. — Related Party Transactions.”\n\n \n\n**Alternate Directors**\n\n \n\nOur Articles provide, as allowed\nby the Companies Law, that any director may, subject to the conditions set thereto including approval of the nominee by our board of directors,\nappoint a person as an alternate to act in his place, to remove the alternate and appoint another in his place and to appoint an alternate\nin place of an alternate whose office is vacated for any reason whatsoever. Under the Companies Law, a person who is not qualified to\nbe appointed as a director, a person who is already serving as a director or a person who is already serving as an alternate director\nfor another director, may not be appointed as an alternate director. Nevertheless, a director who is already serving as a director may\nbe appointed as an alternate director for a member of a committee of the board of directors so long as he or she is not already serving\nas a member of such committee, and if the alternate director is to replace an external director, he or she is required to be an external\ndirector and to have either “financial and accounting expertise” or “professional expertise,” depending on the\nqualifications of the external director he or she is replacing. A person who does not have the requisite “financial and accounting\nexperience” or the “professional expertise,” depending on the qualifications of the external director he or she is replacing,\nmay not be appointed as an alternate director for an external director. A person who is not qualified to be appointed as an independent\ndirector, pursuant to the Companies Law, may not be appointed as an alternate director of an independent director qualified as such under\nthe Companies Law. Unless the appointing director limits the time or scope of the appointment, the appointment is effective for all purposes\nuntil the appointing director ceases to be a director or terminates the appointment.\n\n** **\n\n**Committees of the Board of Directors**\n\n \n\nOur board of directors has\nestablished two standing statutory committees, the Audit Committee and the Compensation Committee.\n\n** **\n\n*Audit Committee*\n\n \n\nUnder the Companies Law, we\nare required to appoint an audit committee, to which the following will not be able to be appointed: the chairman of the board; any director\nemployed by the company or employed by a controlling shareholder or by a corporation controlled by such controlling shareholder; a director\nwho provides services, regularly, to the company, to a controlling shareholder of the company or to an entity controlled by a controlling\nshareholder of the company; a director who derives most of his or her income from a controlling shareholder of the company; and a controlling\nshareholder of the company or a relative of a controlling shareholder. In addition, the audit committee must be comprised of at least\nthree directors, including all of the external directors, if applicable (one of whom must serve as chair of the committee).\n\n \n\n56\n\n \n\n \n\nPursuant to the Israeli Companies\nLaw, the chairman of the audit committee is elected by the members of the audit committee.\n\n \n\nUnder the Exemptions Regulations,\na company with no controlling shareholder whose shares are listed for trading outside of Israel, including the Nasdaq Capital Market,\nmay adopt exemptions from various corporate governance requirements of the Companies Law, so long as such company satisfies the requirements\nof applicable foreign country laws and regulations, including applicable stock exchange rules, that apply to companies organized in that\ncountry and relating to the appointment of independent directors and the composition of audit and compensation committees. Such exemptions\ninclude, among others, an exemption from the prohibition to appoint the individuals listed above as members of the audit committee. We\nelected to adopt such exemptions.\n\n \n\nOur Audit Committee is composed\nof Amitay Weiss, Isabela Marshak and Naama Falach Avrahamy. Naama Falach Avrahamy serves as the chairman of our Audit Committee.\n\n \n\nOur audit committee provides\nassistance to our board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing,\nfinancial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants\nand reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee\nalso oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that\nthe auditors are independent of management.\n\n \n\nUnder the Companies Law, our\nAudit Committee is responsible for:\n\n \n\n \n(i)\ndetermining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the board of directors to improve such practices;\n\n \n\n \n(ii)\n\ndetermining whether to approve certain related\nparty transactions (including transactions in which an office holder has a personal interest and whether such transaction is extraordinary\nor material under Companies Law);\n\n \n\n \n(iii)\nestablishing the approval process for certain transactions with a controlling shareholder or in which a controlling shareholder has a personal interest (see “Management - Board Practices - Approval of Related Party Transactions under Israeli law”);\n\n \n\n \n(iv)\ndetermining the approval process for transactions that are “non-negligible” (i.e., transactions with a controlling shareholder that are classified by the Audit Committee as non-negligible, even though they are not deemed extraordinary transactions), as well as determining which types of transactions would require the approval of the Audit Committee, optionally based on criteria which may be determined annually in advance by the Audit Committee; (iv)\n\n \n\n \n(v)\nexamining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities;\n\n \n\n \n(vi)\nexamining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our board of directors or shareholders, depending on which of them is considering the appointment of our auditor;\n\n \n\n \n(vii)\nestablishing procedures for the handling of employees’ complaints as to deficiencies in the management of our business and the protection to be provided to such employees; and\n\n \n\n \n(viii)\nwhere the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto.\n\n \n\nOur Audit Committee may not\nconduct any discussions or approve any actions requiring its approval (see “Management - Board Practices - Approval of Related Party\nTransactions under Israeli law”), unless at the time of the approval a majority of the committee’s members are present, which\nmajority consists of independent directors under the Companies Law, including at least one external director, as applicable.\n\n \n\n57\n\n \n\n \n\nOur board of directors adopted\nour Audit Committee charter setting forth, among others, the responsibilities of the Audit Committee consistent with the rules of the\nSEC and Nasdaq Listing Rules (in addition to the requirements for such committee under the Companies Law), including, among others, the\nfollowing:\n\n \n\n \n●\noversight of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the board of directors in accordance with Israeli law;\n\n \n\n \n●\nrecommending the engagement or termination of the person filling the office of our internal auditor, reviewing the services provided by our internal auditor and reviewing effectiveness of our system of internal control over financial reporting;\n\n \n\n \n●\nrecommending the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our board of directors; and\n\n \n\n \n●\nreviewing and monitoring, if applicable, legal matters with significant impact, finding of regulatory authorities’ findings, receive reports regarding irregularities and legal compliance, acting according to “whistleblower policy” and recommend to our board of directors if so required.\n\n** **\n\n*Nasdaq Listing Rules for Audit Committee*\n\n \n\nUnder the Nasdaq Listing Rules,\nwe are required to maintain an audit committee consisting of at least three members, all of whom are independent and are financially literate\nand one of whom has accounting or related financial management expertise.\n\n \n\nAs noted above, the members\nof our Audit Committee include Amitay Weiss, Isabela Marshak and Naama Falach Avrahamy, all of whom are “independent directors,”\nas such term is defined under Nasdaq Listing Rules and Rule 10A-3 under the Exchange Act. Until February 28, 2023, Amitay Weiss served\nas the chairman of our Audit Committee. Effective as of March 1, 2023, Naama Falach Avrahamy serves as the chairperson of our Audit Committee.\nAll members of our Audit Committee meet the requirements for financial literacy under the Nasdaq Listing Rules. Our board of directors\nhas determined that all of the members of the Audit Committee are “financial experts” as such term is defined by the SEC rules\nand has the requisite financial experience as defined by the Nasdaq Rules. \n\n \n\nUnder the Companies Law, our\nAudit Committee also carries out the duties of a financial statement examination committee. As such, the Audit Committee is responsible\nfor: (i) estimations and assessments made in connection with the preparation of financial statements; (ii) internal controls related to\nthe financial statements; (iii) completeness and propriety of the disclosure in the financial statements; (iv) the accounting policies\nadopted and the accounting treatments implemented in material matters of the company; and (v) value evaluations, including the assumptions\nand assessments on which evaluations are based and the supporting data in the financial statements. Our independent registered public\naccounting firm and our internal auditor are invited to attend all meetings of our financial statements examination committee.\n\n** **\n\n*Compensation Committee*\n\n \n\nThe board of directors of\nany public company must establish a compensation committee. Our Compensation Committee, acting pursuant to a written charter, consists\nof Amitay Weiss, Isabela Marshak and Naama Falach Avrahamy. Naama Falach Avrahamy serves as the chairperson of our Compensation Committee.\n\n \n\nThe compensation committee\nmust be comprised of at least three directors, including all of the external directors (if applicable), who if applicable must constitute\na majority of the members of the compensation committee. Each compensation committee member that is not an external director must be a\ndirector whose compensation does not exceed an amount that may be paid to an external director. The compensation committee is subject\nto the same Companies Law restrictions as the audit committee as to: (a) who may not be a member of the committee; and (b) who may not\nbe present during committee deliberations as described above.\n\n \n\n58\n\n \n\n \n\nHowever, under the Exemptions\nRegulations, a company with no controlling shareholder might be exempted from certain obligations mentioned above.\n\n \n\nOur Compensation Committee\nreviews and recommends to our board of directors, with respect to our executive officers and directors: (1) annual base compensation (2)\nannual incentive bonus, including the specific goals and amounts; (3) equity compensation; (4) employment agreements, severance arrangements,\nand change in control agreements and provisions; (5) retirement grants and/or retirement bonuses; (6) any other benefits, compensation,\ncompensation policies or arrangements; and (7) actions, if any, under our recoupment policy, or the clawback policy.\n\n \n\nThe duties of the Compensation\nCommittee include the recommendation to the company’s board of directors of a policy regarding the terms of engagement of officers,\nto which we refer as a compensation policy. Such policy must be adopted by the company’s board of directors, after considering the\nrecommendations of the Compensation Committee. The compensation policy is then brought for approval by our shareholders, which requires\na special majority vote of the shares present and voting at a meeting of shareholders called for such purpose, provided that either: (i) such\nmajority includes at least a majority of the shares held by all non-controlling shareholders and shareholders who do not have a personal\ninterest in such compensation arrangement, excluding abstentions; or (ii) the total number of shares of non-controlling shareholders\nand shareholders who do not have a personal interest in the compensation arrangement and who vote against the arrangement does not exceed\n2% of the company’s aggregate voting rights. Under the Companies Law and under certain conditions, the board of directors may adopt\nthe compensation policy if it is not approved by the shareholders, provided that after the shareholders oppose the approval of such policy,\nthe Compensation Committee and the board of directors revisit the matter and determine that adopting the compensation policy would be\nin the best interests of the company.\n\n \n\nThe compensation policy must\n(subject to certain exemptions) serve as the basis for decisions concerning the financial terms of employment or engagement of executive\nofficers and directors, including exemption, insurance, indemnification or any monetary payment or obligation of payment in respect of\nemployment or engagement. The compensation policy must relate to certain factors, including advancement of the company’s objectives,\nthe company’s business and its long-term strategy, and creation of appropriate incentives for executives. It must also consider,\namong other things, the company’s risk management, size and the nature of its operations. The compensation policy must furthermore\nconsider the following additional factors:\n\n \n\n \n●\nthe education, skills, expertise and accomplishments of the relevant director or executive;\n\n \n\n \n●\nThe office holders roles and responsibilities and prior compensation agreements with him or her;\n\n \n\n \n●\nthe relationship between the cost of the terms offered and the cost of the compensation of the company’s personnel;\n\n \n\n \n●\nthe relationship between the cost of the terms of service of an office holder and the average median compensation of the other employees of the company (including those employed through manpower companies), including the impact of disparities in salary upon work relationships in the company;\n\n \n\n \n●\nthe possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable compensation; and\n\n \n\n \n●\nas to severance compensation, the period of service of the director or executive, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.\n\n \n\n59\n\n \n\n \n\nThe compensation policy must\nalso include the following principles:\n\n \n\n \n●\nwith the exception of office holders who report directly to the chief executive officer, the link between variable compensation and long-term performance and measurable criteria;\n\n \n\n \n●\nthe relationship between variable and fixed compensation, and the ceiling for the value of variable compensation at the time of payment, or, for equity-based variable compensation not settled in cash, the ceiling for the value at the time of grant;\n\n \n\n \n●\nthe conditions under which a director or executive would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;\n\n \n\n \n●\nthe minimum holding or vesting period for variable, equity-based compensation; and\n\n \n\n \n●\nmaximum limits for severance compensation. The compensation policy must also consider appropriate incentives from a long-term perspective.\n\n \n\nThe Compensation Committee\nis responsible for: (1) recommending the compensation policy to a company’s board of directors for its approval (and subsequent\napproval by the shareholders); and (2) duties related to the compensation policy and to the compensation of a company’s office holders,\nincluding:\n\n \n\n \n●\nrecommending whether a compensation policy should continue in effect, if the then-current policy has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation policy must in any case occur every three years);\n\n \n\n \n●\nrecommending to the board of directors periodic updates to the compensation policy;\n\n \n\n \n●\nassessing implementation of the compensation policy;\n\n \n\n \n●\ndetermining whether the limited conditions exist which would allow for the compensation terms of a candidate for the position of the chief executive officer not to be brought for approval by the shareholders; and\n\n \n\n \n●\ndetermining whether to approve the terms of compensation of office holders that require the committee’s approval.\n\n \n\nOn June 21, 2022, our shareholders\napproved our compensation policy for a term of five years. Our compensation policy designed to promote our long-term goals, work plan\nand policy, retain, motivate and incentivize our directors and executive officers, while considering the risks that our activities involve,\nour size, the nature and scope of our activities and the contribution of an officer to the achievement of our goals and maximization of\nprofits, and align the interests of our directors and executive officers with our long-term performance. To that end, a portion of an\nexecutive officer compensation package is targeted to reflect our short and long-term goals, as well as the executive officer’s\nindividual performance. On the other hand, our compensation policy includes measures designed to reduce the executive officer’s\nincentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation,\nlimitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based\ncompensation.\n\n \n\nOur compensation policy also\naddresses our executive officer’s individual characteristics (such as his or her respective position, education, scope of responsibilities\nand contribution to the attainment of our goals) as the basis for compensation variation among our executive officers and considers the\ninternal ratios between compensation of our executive officers and directors and other employees. Pursuant to our compensation policy,\nthe compensation that may be granted to an executive officer may include base salary, annual bonuses, equity-based compensation, benefits\nand retirement and termination of service arrangements. All cash bonuses are limited to a maximum amount linked to the executive officer’s\nbase salary. In addition, our compensation policy provides for maximum permitted ratios between the total variable (cash bonuses and equity-based\ncompensation) and non-variable (base salary) compensation components, in accordance with an officer’s respective position with the\ncompany.\n\n \n\n60\n\n \n\n \n\nAn annual cash bonus may be\nawarded to executive officers upon the attainment of pre-set periodic objectives and individual targets. The annual cash bonus that may\nbe granted to executive officers other than our chairman or Chief Executive Officer may be based entirely on a discretionary evaluation.\nOur Chief Executive Officer will be entitled to recommend performance objectives to such executive officers, and such performance objectives\nwill be approved by our Compensation Committee (and, if required by law, by our board of directors).\n\n \n\nThe performance measurable\nobjectives of our chairman and Chief Executive Officer will be determined annually by our Compensation Committee and board of directors.\nA less significant portion of the chairman’s and/or the Chief Executive Officer’s annual cash bonus may be based on a discretionary\nevaluation of the chairman’s or the Chief Executive Officer’s respective overall performance by the Compensation Committee\nand the board of directors based on quantitative and qualitative criteria.\n\n \n\nThe equity-based compensation\nunder our compensation policy for our executive officers (including members of our board of directors) is designed in a manner consistent\nwith the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the\nalignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen\nthe retention and the motivation of executive officers in the long term. Our compensation policy provides for executive officer compensation\nin the form of share options or other equity-based awards, such as restricted shares and phantom, options, in accordance with our share\nincentive plan then in place. Share options granted to executive officers shall be subject to vesting periods in order to promote long-term\nretention of the awarded executive officers. The equity-based compensation shall be granted from time to time and be individually determined\nand awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities\nof the executive officer.\n\n \n\nIn addition, our compensation\npolicy, as well as our clawback policy which was adopted on August 11, 2023, contain compensation recovery provisions which allow us under\ncertain conditions to recover bonuses paid in excess, enables our Chief Executive Officer to approve an immaterial change in the terms\nof employment of an executive officer (provided that the changes of the terms of employment are in accordance our compensation policy)\nand allow us to exempt, indemnify and insure our executive officers and directors subject to certain limitations set forth thereto.\n\n \n\nOur compensation policy also\nprovides for compensation to the members of our board of directors in accordance with the amounts determined in our compensation policy.\n\n** **\n\n**Internal Auditor**\n\n \n\nUnder the Companies Law, the\nboard of directors of an Israeli public company must appoint an internal auditor nominated by the audit committee. The role of the internal\nauditor is to examine in accordance with the accepted professional standards, among other things, our compliance with applicable law and\norderly business procedures, and to report to the chief executive officer, the chairman of the board and the chairman of the audit committee.\nThe audit committee is required to oversee the activities, and to assess the performance of the internal auditor as well as to review\nthe internal auditor’s work plan. An internal auditor may not be an interested party or office holder, or a relative of any interested\nparty or office holder, and may not be a member of the company’s independent accounting firm or its representative. The Companies\nLaw defines an interested party as a holder of 5% or more of the outstanding shares or voting rights of a company, any person or entity\nthat has the right to appoint at least one director or the general manager of the company or any person who serves as a director or as\nthe general manager of a company.\n\n \n\nThe internal auditor is entitled\nto receive notice of audit committee meetings and to participate in them. In addition, the internal auditor may request that the chairman\nof the audit committee convene a meeting within a reasonable time to discuss an issue raised by the internal auditor. The internal auditor\nis responsible for preparing a proposal for an annual or periodical audit plan and submitting such plan to the board of directors or the\naudit committee for their approval.\n\n \n\nOn February 21, 2022, our\nboard of directors appointed Doron Rozenblum as our internal auditor. Our internal auditor is not an employee of the Company.\n\n** **\n\n**Remuneration of Directors**\n\n \n\nUnder the Companies Law, remuneration\nof directors is subject to the approval of the compensation committee, thereafter by the board of directors and thereafter, unless exempted\nunder the regulations promulgated under the Companies Law, by the general meeting of the shareholders. Where the director is also a controlling\nshareholder, the requirements for approval of transactions with controlling shareholders apply.\n\n** **\n\n61\n\n \n\n** **\n\n**Fiduciary Duties of Office Holders**\n\n \n\nThe Companies Law imposes\na duty of care and a duty of loyalty on all office holders of a company.\n\n \n\nThe duty of care requires\nan office holder to act with the level of care with which a reasonable office holder in the same position would have acted under the same\ncircumstances. The duty of care of an office holder includes a duty to use reasonable means to obtain:\n\n \n\n \n●\ninformation on the advisability of a given action brought for his approval or performed by him by virtue of his position; and\n\n \n\n \n●\nall other important information pertaining to these actions.\n\n \n\nThe duty of loyalty of an\noffice holder requires an office holder to act in good faith and for the benefit of the company, and includes a duty to:\n\n \n\n \n●\nrefrain from any conflict of interest between the performance of his duties in the company and his performance of his other duties or personal affairs;\n\n \n\n \n●\nrefrain from any action that is competitive with the company’s business;\n\n \n\n \n●\nrefrain from exploiting any business opportunity of the company to receive a personal gain for himself or others; and\n\n \n\n \n●\ndisclose to the company any information or documents relating to the company’s affairs which the office holder has received due to his position as an office holder.\n\n** **\n\n**Insurance**\n\n \n\nUnder the Companies Law, a\ncompany may obtain insurance for any of its office holders against the following liabilities incurred due to acts he or she performed\nas an office holder, if and to the extent provided for in the company’s articles of association:\n\n \n\n \n●\nbreach of his or her duty of care to the company or to another person, to the extent such a breach arises out of the negligent conduct of the office holder;\n\n \n\n \n●\na breach of his or her duty of loyalty to the company, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice the company’s interests; and\n\n \n\n \n●\na financial liability imposed upon him or her in favor of another person.\n\n \n\nWe currently have directors’\nand officers’ liability insurance, providing total coverage of $7.5 million for the benefit of all of our directors and officers,\nin respect of which we paid a seventeen-month premium of approximately $359,671, which expires on April 13, 2027.\n\n** **\n\n**Indemnification**\n\n \n\nThe Companies Law, and the\nIsraeli Securities Law, 5728-1968, or the Securities Law provide that a company may indemnify an office holder against the following liabilities\nand expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event\nor following an event, provided its articles of association include a provision authorizing such indemnification:\n\n \n\n \n●\na financial liability imposed on him or her in favor of another person by any judgment concerning an act performed in his or her capacity as an office holder, including a settlement or arbitrator’s award approved by a court;\n\n \n\n \n●\nreasonable litigation expenses, including attorneys’ fees, expended by the office holder (a) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability as a substitute for the criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding, or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; or (b) in connection with a monetary sanction;\n\n \n\n62\n\n \n\n \n\n \n●\nreasonable litigation expenses, including attorneys’ fees, expended by the office holder or imposed on him or her by a court: (1) in proceedings that the company institutes, or that another person institutes on the company’s behalf, against him or her; (2) in a criminal proceeding of which he or she was acquitted; or (3) as a result of a conviction for a crime that does not require proof of criminal intent; and\n\n \n\n \n●\nexpenses incurred by an office holder in connection with an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees. An “Administrative Procedure” is defined as a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Procedures of the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions) to the Securities Law.\n\n \n\nThe Companies Law also permits\na company to undertake in advance to indemnify an office holder, provided that if such indemnification relates to financial liability\nimposed on him or her, as described above, then the undertaking should be limited and shall detail the following foreseen events and amount\nor criterion:\n\n \n\n \n●\nto events that in the opinion of the board of directors can be foreseen based on the company’s activities at the time that the undertaking to indemnify is made; and\n\n \n\n \n●\nin amount or criterion determined by the board of directors, at the time of the giving of such undertaking to indemnify, to be reasonable under the circumstances.\n\n \n\nWe have entered into our standard\nform of indemnification agreement, the form of which is filed as an exhibit to this Annual Report, with each of our directors and members\nof our senior management. Each such indemnification agreement provides the indemnified person with indemnification to the maximum extent\npermitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers\ninsurance or other indemnification agreement.\n\n** **\n\n**Exemption**\n\n \n\nUnder the Companies Law, an\nIsraeli company may not exempt an office holder from liability for a breach of his or her duty of loyalty, but may exempt in advance an\noffice holder from his or her liability to the company, in whole or in part, for damages caused to the company as a result of a breach\nof his or her duty of care (other than in relation to distributions), but only if a provision authorizing such exemption is included in\nits articles of association. Our Articles provide that we may exempt, in whole or in part, any office holder from liability to us for\ndamages caused to the company as a result of a breach of his or her duty of care, but prohibit an exemption from liability arising from\na company’s transaction in which our controlling shareholder or officer has a personal interest. Subject to the aforesaid limitations,\nand to other limitations detailed in the indemnification agreement, we exempt and release our office holders from any and all liability\nto us related to any breach by them of their duty of care to us to the fullest extent permitted by law.\n\n** **\n\n**Limitations**\n\n \n\nThe Companies Law provides\nthat we may not exempt or indemnify an office holder nor enter into an insurance contract that would provide coverage for any liability\nincurred as a result of any of the following: (1) a breach by the office holder of his or her duty of loyalty unless (in the case of indemnity\nor insurance only, but not exemption) the office holder acted in good faith and had a reasonable basis to believe that the act would not\nprejudice us; (2) a breach by the office holder of his or her duty of care if the breach was carried out intentionally or recklessly (as\nopposed to merely negligently); (3) any act or omission committed with the intent to derive an illegal personal benefit; or (4) any fine,\nmonetary sanction, penalty or forfeit levied against the office holder.\n\n \n\n63\n\n \n\n \n\nUnder the Companies Law, exemption,\nindemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors\n(and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the\nCompanies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee,\nif the engagement terms are determined in accordance with the company’s compensation policy that was approved by the shareholders\nby the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the\ninsurance policy is not likely to materially impact the company’s profitability, assets or obligations. In addition, under regulations\npromulgated under the Companies Law, with respect to the insurance of office holders of a company in which there is a controlling shareholder\nwho is also an office holder, a board approval is also required, subject to meeting the aforesaid conditions.\n\n \n\nOur Articles permit\nus to exempt (subject to the aforesaid limitation), indemnify and ensure our office holders to the fullest extent permitted or to be permitted\nby the Companies Law.\n\n \n\nThe foregoing descriptions\nsummarize the material aspects and practices of our board of directors. For additional details, we also refer you to the full text of\nthe Companies Law, as well as our Articles, which is filed as exhibit to this Annual Report, and are incorporated herein by reference.\n\n \n\nThere are no service contracts\nbetween us, on the one hand, and our directors in their capacity as directors, on the other hand, providing for benefits upon termination\nof service.\n\n** **\n\n**Approval of Related Party Transactions under\nIsraeli Law**\n\n** **\n\n*General*\n\n \n\nUnder the Companies Law, we\nmay approve an action by an office holder from which the office holder would otherwise have to refrain, as described above, if:\n\n \n\n \n●\nthe office holder acts in good faith and the act or its approval does not cause harm to the company; and\n\n \n\n \n●\nthe office holder disclosed the nature of his or her interest in the transaction (including any significant fact or document) to the company at a reasonable time before the company’s approval of such matter.\n\n** **\n\n*Disclosure of Personal Interests of an Office\nHolder*\n\n \n\nThe Companies Law requires\nthat an office holder disclose to the company, promptly, and, in any event, not later than the board meeting at which the transaction\nis first discussed, any direct or indirect personal interest that he or she may have and all related material information known to him\nor her relating to any existing or proposed transaction by the company. If the transaction is an extraordinary transaction, the office\nholder must also disclose any personal interest held by:\n\n \n\n \n●\nthe office holder’s relatives; or\n\n \n\n \n●\nany corporation in which the office holder or his or her relatives holds 5% or more of the shares or voting rights, serves as a director or general manager or has the right to appoint at least one director or the general manager; or\n\n \n\n \n●\nnot in the ordinary course of business.\n\n \n\nAn office holder is not, however,\nobliged to disclose a personal interest if it derives solely from the personal interest of his or her relative in a transaction that is\nnot considered an extraordinary transaction. Under the Companies Law, an extraordinary transaction is a transaction:\n\n \n\n \n●\nnot on market terms; or\n\n \n\n \n●\nthat is likely to have a material effect on the company’s profitability, assets or liabilities.\n\n \n\n64\n\n \n\n \n\nThe Companies Law does not\nspecify to whom within us nor the manner in which required disclosures are to be made. We require our office holders to make such disclosures\nto our board of directors.\n\n \n\nUnder the Companies Law, once\nan office holder complies with the above disclosure requirement, the board of directors may approve a transaction between the company\nand an office holder, or a third party in which an office holder has a personal interest, unless the articles of association provide otherwise\nand provided that the transaction is in the company’s interest. If the transaction is an extraordinary transaction in which an office\nholder has a personal interest, first the audit committee and then the board of directors, in that order, must approve the transaction.\nUnder specific circumstances, shareholder approval may also be required. Generally, a person who has a personal interest in a matter which\nis considered at a meeting of the board of directors or the audit committee may not be present at such a meeting unless the chairman of\nthe audit committee or board of directors (as applicable) determines that he or she should be present in order to present the transaction\nthat is subject to approval. A director who has a personal interest in a transaction, which is considered at a meeting of the board of\ndirectors or the audit committee, may not be present at this meeting or vote on this matter, unless a majority of members of the board\nof directors or the audit committee, as the case may be, has a personal interest. If a majority of the board of directors has a personal\ninterest, then shareholder approval is generally also required.\n\n** **\n\n*Disclosure of Personal Interests of a Controlling\nShareholder*\n\n \n\nUnder the Companies Law, the\ndisclosure requirements that apply to an office holder also apply to a controlling shareholder of a public company. Extraordinary transactions\nwith a controlling shareholder or in which a controlling shareholder has a personal interest, including a private placement in which a\ncontrolling shareholder has a personal interest, as well as transactions for the provision of services whether directly or indirectly\nby a controlling shareholder or his or her relative, or a company such controlling shareholder controls, and transactions concerning the\nterms of engagement and compensation of a controlling shareholder or a controlling shareholder’s relative, whether as an office\nholder or an employee, require the approval of the audit committee or the compensation committee, as the case may be, the board of directors\nand a majority of the shares voted by the shareholders of the company participating and voting on the matter in a shareholders’\nmeeting. In addition, the shareholder approval must fulfill one of the following requirements:\n\n \n\n \n●\nat least a majority of the shares held by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or\n\n \n\n \n●\nthe shares voted by shareholders who have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights in the company.\n\n \n\nIn addition, any extraordinary\ntransaction with a controlling shareholder or in which a controlling shareholder has a personal interest with a term of more than three\nyears requires the abovementioned approval every three years; however, such transactions not involving the receipt of services or compensation\ncan be approved for a longer term, provided that the audit committee determines that such longer term is reasonable under the circumstances.\n\n \n\nThe Companies Law requires\nthat every shareholder that participates, in person, by proxy or by voting instrument, in a vote regarding a transaction with a controlling\nshareholder, must indicate in advance or in the ballot whether or not that shareholder has a personal interest in the vote in question.\nFailure to so indicate will result in the invalidation of that shareholder’s vote.\n\n \n\nThe term “controlling\nshareholder” is defined in the Companies Law as a shareholder with the ability to direct the activities of the company, other than\nby virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of\nthe voting rights in a company or has the right to appoint 50% or more of the directors of the company or its general manager. In the\ncontext of a transaction involving a shareholder of the company, a controlling shareholder also includes a shareholder who holds 25% or\nmore of the voting rights in the company if no other shareholder holds more than 50% of the voting rights in the company. For this purpose,\nthe holdings of all shareholders who have a personal interest in the same transaction will be aggregated.** **\n\n** **\n\n*Approval of the Compensation\nof Directors and Executive Officers.* The compensation of, or an undertaking to indemnify, insure or exempt, an office holder who is\nnot the chief executive officer or a director requires the approval of the company’s compensation committee, followed by the approval\nof the company’s board of directors, and, if such compensation arrangement or an undertaking to indemnify, insure or exempt is inconsistent\nwith the company’s stated compensation policy, or if the said office holder is the chief executive officer of the company (subject\nto a number of specific exceptions), then such arrangement is subject to the approval of our shareholders, subject to a special majority\nrequirement.\n\n* *\n\n65\n\n \n\n* *\n\n*Directors*. Under the\nCompanies Law, the compensation of our directors requires the approval of our Compensation Committee, the subsequent approval of the board\nof directors and, unless exempted under the regulations promulgated under the Companies Law, the approval of the general meeting of our\nshareholders. If the compensation of our directors is inconsistent with our stated compensation policy, then, provided that those provisions\nthat must be included in the compensation policy according to the Companies Law have been considered by the compensation committee and\nboard of directors, shareholder approval by a special majority will be required.\n\n* *\n\n*Executive officers other\nthan the chief executive officer.* The Companies Law requires the approval of the compensation of a public company’s executive\nofficers (other than the chief executive officer) in the following order: (i) the compensation committee, (ii) the company’s board\nof directors, and (iii) only if such compensation arrangement is inconsistent with the company’s stated compensation policy, the\ncompany’s shareholders by a special majority. However, if the shareholders of the company do not approve a compensation arrangement\nwith an executive officer that is inconsistent with the company’s stated compensation policy, the compensation committee and board\nof directors may override the shareholders’ decision if each of the compensation committee and the board of directors reconvene\nand provide detailed reasons for their decision (including a discussion regarding the shareholders’ decision.\n\n* *\n\n*Chief executive officer.*\nUnder the Companies Law, the compensation of a public company’s chief executive officer is required to be approved by: (i) the company’s\ncompensation committee; (ii) the company’s board of directors, and (iii) the company’s shareholders by a special majority.\nHowever, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer, the compensation\ncommittee and board of directors may override the shareholders’ decision if each of the compensation committee and the board of\ndirectors provides detailed reasons for their decision. In addition, the compensation committee may exempt the engagement terms of a candidate\nto serve as the chief executive officer from shareholders’ approval, if the compensation committee determines that the compensation\narrangement is consistent with the company’s stated compensation policy, that the chief executive officer did not have a prior business\nrelationship with the company or a controlling shareholder of the company, and that subjecting the approval to a shareholder vote would\nimpede the company’s ability to attain the candidate to serve as the company’s chief executive officer (and provide detailed\nreasons for the latter).\n\n \n\nThe approval of each of the\ncompensation committee and the board of directors, with regard to the office holders and directors above, must be in accordance with the\ncompany’s stated compensation policy; however, under special circumstances, the compensation committee and the board of directors\nmay approve compensation terms of a chief executive officer that are inconsistent with the company’s compensation policy provided\nthat they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder\napproval was obtained by a special majority requirement.\n\n** **\n\n**Duties of Shareholders**\n\n \n\nUnder the Companies Law, a\nshareholder has a duty to refrain from abusing his power in the company and to act in good faith and in an acceptable manner in exercising\nhis rights and performing his obligations toward the company and other shareholders, including, among other things, in voting at general\nmeetings of shareholders (and at shareholder class meetings) on the following matters:\n\n \n\n \n●\namendment of the articles of association;\n\n \n\n \n●\nincrease in the company’s authorized share capital;\n\n \n\n \n●\nmerger; and\n\n \n\n \n●\nthe approval of related party transactions and acts of office holders that require shareholder approval.\n\n \n\nA shareholder also has a general\nduty to refrain from oppressing other shareholders. The remedies generally available upon a breach of contract will also apply to a breach\nof the above-mentioned duties, and in the event of oppression of other shareholders, additional remedies are available to the injured\nshareholder.\n\n \n\n66\n\n \n\n \n\nIn addition, any controlling\nshareholder, any shareholder that knows that its vote can determine the outcome of a shareholder vote and any shareholder that, under\na company’s articles of association, has the power to appoint or prevent the appointment of an office holder, or has another power\nwith respect to a company, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance\nof this duty except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach\nof duty to act with fairness, taking the shareholder’s position in the company into account.\n\n** **\n\n**D. Employees**\n\n \n\nAs of December 31, 2023, we\nhad 12 full-time employees, one part time employee, and two regular service providers and independent contractors. \n\n \n\nAs of December 31, 2024, we\nhad 14 full-time employees, one part time employee, and two regular service providers and independent contractors.\n\n \n\nAs of December 31, 2025, we\nhad 14 full-time employees, two part-time employees, and two regular service providers and independent contractors.\n\n \n\nNone of our employees are\nmembers of a union or subject to the terms of a collective bargaining agreement. However, in Israel, we are subject to certain Israeli\nLabor laws, regulations and national labor court precedent rulings, as well as certain provisions of collective bargaining agreements\napplicable to us by virtue of extension orders issued in accordance with relevant labor laws by the Israeli Industry and Economy Office,\nand which apply such agreement provisions to our employees even though they are not part of a union that has signed a collective bargaining\nagreement.\n\n \n\nAll of our employment and\nconsulting agreements include the employee’s and consultant’s undertaking with respect to non-competition and assignment to\nus of intellectual property rights developed in the course of employment and confidentiality. The enforceability of such provisions is\nlimited by Israeli law.\n\n** **\n\n**E. Share Ownership**\n\n \n\nSee “Item 7.A. Major\nShareholders” below.\n\n** **\n\n**F. Disclosure of a Registrant’s Action to Recover Erroneously\nAwarded Compensation.**\n\n \n\nNot applicable."}