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

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

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

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

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

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

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

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

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

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