MeaTech 3D (MTTCF) Risk Analysis

Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders of U.S. corporations. In particular, each of our shareholders has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations toward us and other shareholders and to refrain from abusing its power in, among other things, voting at shareholder meetings on certain matters, such as an amendment to our articles of association, an increase of our authorized share capital, a merger and approval of related party transactions that require shareholder approval. A shareholder also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the outcome of a shareholders vote or to appoint or prevent the appointment of an office holder has a duty to act in fairness toward us. Israeli law does not clearly define the substance of these duties, but these provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations.

The market price of the ADSs could be highly volatile and may fluctuate substantially, including downward, as a result of many factors, including: - changes in the prices of our raw materials or the products manufactured in factories using our technologies;- the trading volume of the ADSs;- the effects of the COVID-19 pandemic;- general economic, market and political conditions, including negative effects on consumer confidence and spending levels that could indirectly affect our results of operations;- actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;- announcements by us or our competitors of innovations, other significant business developments, changes in distributor relationships, acquisitions or expansion plans;- announcement by competitors or new market entrants of their entry into or exit from the alternative protein market;- overall conditions in our industry and the markets in which we intend to operate;- market conditions or trends in the packaged food sales industry that could indirectly affect our results of operations;- addition or loss of significant customers or other developments with respect to significant customers;- adverse developments concerning our manufacturers and suppliers;- changes in laws or regulations applicable to our products or business;- our ability to effectively manage our growth and market expectations with respect to our growth, including relative to our competitors;- changes in the estimation of the future size and growth rate of our markets;- announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;- additions or departures of key personnel;- competition from existing products or new products that may emerge;- issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;- variance in our financial performance from the expectations of market analysts;- our failure to meet or exceed the estimates and projections of the investment community or that we may otherwise provide to the public;- fluctuations in the valuation of companies perceived by investors to be comparable to us;- disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;- litigation or regulatory matters;- announcement or expectation of additional financing efforts;- our cash position;- sales and short-selling of the ADSs;- our issuance of equity or debt;- changes in accounting practices;- ineffectiveness of our internal controls;- negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the conventional meat industry;- the public's response to publicity relating to the health aspects or nutritional value of products to be manufactured in factories using our technologies; and - other events or factors, many of which are beyond our control. In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of the ADSs, regardless of our operating performance. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes, tariffs, international currency fluctuations, or the effects of disease outbreaks or pandemics (such as the COVID-19 pandemic), may negatively impact the market price of the ADSs. In the past, following periods of volatility in the market price of a company's securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management's attention and resources could be diverted.

Our ordinary shares are currently traded on the TASE and following the offering, the ADSs, representing our ordinary shares, are listed for trading on the Nasdaq Capital Market, or Nasdaq. This may result in price variations. The ADSs and ordinary shares will be traded on these markets in different currencies, U.S. dollars on Nasdaq and NIS on the TASE. These markets have different opening and closing times and close on different days. Different trading times and differences in exchange rates, among other factors, may result in our shares being traded at a price differential on these two markets. In addition, market influences in one market may influence the price at which our shares are traded on the other.

We are a foreign private issuer and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. While the ADSs are listed on Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the rules of Nasdaq. As permitted under the Israeli Companies Law 1999, or Companies Law, pursuant to our articles of association, the quorum for an ordinary meeting of shareholders shall be the presence of at least two shareholders present in person, by proxy or by a voting instrument, who hold at least 25% of the voting power of our shares (and in an adjourned meeting, with some exceptions, a minimum of one shareholder) instead of 33 1/3% of our issued share capital as otherwise required under the Nasdaq corporate governance rules. We may also adopt and approve material changes to equity incentive plans in accordance with the Companies Law, which does not impose a requirement of shareholder approval for such actions. In addition, we follow Israeli corporate governance practice instead of the Nasdaq requirements to obtain shareholder approval for certain dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in us and certain acquisitions of the stock or assets of another company). Additionally, we follow Israeli corporate governance practices instead of Nasdaq requirements with regard to, among other things, the composition of our board of directors and our director nomination procedures. For example, our board of directors currently comprises eight directors, four of whom we have determined are independent, in compliance with our home-country requirements. Accordingly, our shareholders may be afforded less protection that what is provided under the Nasdaq corporate governance rules to investors in U.S. domestic issuers. See "Item 16G. -Corporate Governance-Nasdaq Listing Rules and Home Country Practices." Additionally, we are exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Furthermore, although under regulations promulgated under the Companies Law, as an Israeli public company listed on Nasdaq, we are required to disclose the compensation of our five most highly compensated officers on an individual basis, this disclosure may not be as extensive as that required of U.S. domestic reporting companies. In addition, we are not required under the Exchange Act to file current reports and quarterly reports, including financial statements, with the SEC as frequently or as promptly as U.S. domestic reporting companies whose securities are registered under the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. These exemptions and leniencies reduce the frequency and scope of information and protections available to ADS holders in comparison to those applicable to U.S. domestic reporting companies. If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers. We would lose our foreign private issuer status if a majority of our shares are owned by U.S. residents and a majority of our directors or executive officers are U.S. citizens or residents or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers and we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. Such modifications and subsequent compliance would cause us to incur significant legal, accounting and other expenses that we would not incur as a foreign private issuer.