Epstein Secrets

States federal income tax purposes.. or • a U.S. Holder whose " functional currency" is not the United St

been met. stock considered to be owned by a U.S. Holder by reason of certain constructive ownership rules, as well as shares actually owned by such U.S. Holder. must generally be taken into account. If a particular U.S. Holder of depositary shares does not own (actually or constructively) any additional sto

"Limited Partner." If an Investor is a Non-U.S. Holder or becomes a Non-U.S. Holder for U.S. tax purpose

erwise subject to U.S. federal income tax on a net income basis with respect to its Interest. A "Non-U.S. Holder" means any Investor that is not a U.S. Holder. II CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0108140 CONFIDENTIAL SONY GM_00254324 EFTA01451506

with respect to gain recognized on any sale or exchange of such Shares, including an exchange of such Shares pursuant to the Offer. unless such US. Holder has in effect certain elections, such as the mark-to-market election. U.S. Holders should consult their own tax advisors concerning whether Mobileye

es' income and assets for such taxable year. If Mobileye were a PFIC in the current taxable year or in any prior taxable year in which the tendering U.S. Holder has held the Shares. then such U.S. Holder generally would be subject to adverse U.S. federal income tax consequences with respect to gain recogniz

with respect to gain recognized on any sale or exchange of such Shares, including an exchange of such Shares pursuant to the Offer. unless such US. Holder has in effect certain elections, such as the mark-to-market election. U.S. Holders should consult their own tax advisors concerning whether Mobileye

es' income and assets for such taxable year. If Mobileye were a PFIC in the current taxable year or in any prior taxable year in which the tendering U.S. Holder has held the Shares. then such U.S. Holder generally would be subject to adverse U.S. federal income tax consequences with respect to gain recogniz

nd first be applied against and reduce a non-U.S. Holder's adjusted tax basis in its common stock. but not

satisfied. Instead, such dividends arc subject to United States federal income tax on a net income basis generally in the same manner as if the non- U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends receives' by a foreign corporation may be subject to

he PFIC rules, which are described below. A U.S. Holder that is a U.S. 10% Shareholder of the Issuer subj

fied as a CFC. The following discussion assumes that the Issuer will be a PFIC and not a CFC. If the Issuer is not classified as a CFC and unless a U.S. Holder elects to treat the Issuer as a "Qualified Electing Fund" ("QEF') (as described in the next paragraph), upon certain excess distributions (generally

in a U.S. trade or business. As such, a Non-U.S. Holder will generally not be subject to U.S. federal in

ed annually to the IRS and to such Non-U.S. Holder. The information reporting and backup withholding rules that apply to payments of dividends to a U.S. Holder generally will not apply to amounts treated as payments of dividends to a Non-U.S. Holder if such Non-U.S. Holder certifies under penalties of perj

ed Shares. For purposes of this Memorandum. "U.S. Holder means the beneficial owner of a Preferred Share

in U.S. federal income tax consequences of the purchase, beneficial ownership and disposition of Preferred Shares. For purposes of this Memorandum. "U.S. Holder means the beneficial owner of a Preferred Share that is (i) a citizen or resident of the United States, (ii) a corporation or other entity treated a

with respect to gain recognized on any sale or exchange of such Shares, including an exchange of such Shares pursuant to the Offer. unless such US. Holder has in effect certain elections, such as the mark-to-market election. U.S. Holders should consult their own tax advisors concerning whether Mobileye

es' income and assets for such taxable year. If Mobileye were a PFIC in the current taxable year or in any prior taxable year in which the tendering U.S. Holder has held the Shares. then such U.S. Holder generally would be subject to adverse U.S. federal income tax consequences with respect to gain recogniz

AS A CONDITION PRECEDENT TO ANY TRANSFER OF ANY SVC, THE INITIAL PURCHASER (AND ANY SUBSEQUENT HOLDER) SHALL REQUIRE THAT ANY SUBSEQUENT PURCHASER, HOLDER, OR TRANSFEREE OF SUCH SVC COVENANT NOT TO OFFER, SELL, RESELL, OR OTHERWISE TRANSFER SUCH SVCS TO ANY U.S. PERSON WHO IS NOT A QP AND TO FULLY COM

ment of the Issuance of SVCs The Issuer intends to treat the issuance of SVCs to a U.S. Holder as a purchase of property (that is, the SVCs) by the U.S. Holder. The Issuer intends to treat SVCs neither as equity interests nor as debt interests in the Issuer for U.S. federal income tax purposes. A U.S. Holde