EFTA01369896.pdf

or the Post-Offer Reorganization and in particular, does not address many of die tax considerations applicable to shareholders that may be subject to special tax rules, including, without limitation: banks, certain financial institutions or insurance companies; real estate investment trusts. regulated investment companies or grantor trusts; dealers or traders in securities, commodities or currencies; tax-exempt entities; certain former citizens or long-term residents of the United States; persons that received Shares as compensation for the performance of services; persons that hold Shares as part of a "hedging." "integrated." or "conversion" transaction or as a position in a "straddle" for U.S. federal income tax purposes; partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or holders that hold Shares through such an entity: S-corporations; persons whose functional currency is not the U.S. dollar; persons that own directly. indirectly, or through attribution 10% or more of the voting power or value of the outstanding Shares; or persons holding Shares in connection with a trade or business conducted outside the United States; controlled foreign corporations within the meaning of Section 957 of the Code; or passive foreign investment companies within the meaning of Section 1297 of the Code ("PFIC"). Moreover, this summary does not address the U.S. federal estate, gift. Medicare. alternative minimum tax, and any other applicable non-income tax laws. or any applicable state, local or non-U.S. tax laws. For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Shares that, for US. federal income tax purposes. is (a) an individual who is a citizen or resident of the United States: (b) a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized under the laws of die United States, or of any state or the District of Columbia: (c) an estate, the income of which is subject to U.S. federal income tax regardless of its source: or (d) a trust. if (i) a court within the United States is able to exercise primary supervision over the trust's administration and one or more U.S. persons, within the meaning of Section 7701(aX30) of the Code, have authority to control all of the trust's substantial decisions or (ii) the trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes. If a partnership, or any other entity treated as a partnership for U.S. federal income tax purposes, holds Shares, the tax treatment of its partners generally will depend upon the status of the partner and the partnership's activities. Accordingly, partnerships or other entities treated as partnerships for U.S. federal income tax purposes that hold Shares, and partners in those entities, are urged to consult their tax advisors regarding the specific U.S. federal income tax consequences to them of the Offer and the Post-Offer Reorganization. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE OFFER AND THE POST-OFFER REORGANIZATION. INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL. STATE, LOCAL, AND FOREIGN INCOME. AND OTHER TAX LAWS IN LIGHT OF YOUR PARTICULAR CIRCUMSTANCES. The Receipt of Cash in Exchangefor Shares Pursuant to the Offer. The exchange of Shares by U.S. Holders for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. In general. a U.S. Holder who exchanges Shares for cash pursuant to the Offer will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received (determined before the deduction, if any, of any withholding tax) in exchange for Shares pursuant to the Offer and the U.S. Holder's adjusted tax basis in such Shares. Any such gain or loss will be long-term capital gain or loss if a U.S. Holder's holding period for such Shares is more than one year. Long- term capital gain recognized by certain non-corporate U.S. Holders, including individuals, is generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized pursuant to the Offer is subject to certain limitations. If a U.S. Holder acquired different blocks of Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Shares. The foregoing discussion assumes that Mobileye is not currently, and has not been, a PFIC for U.S. federal income tax purposes. Mobileye believes it is not, and has not ever been, a PFIC. In general, the test for 14 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062400 CONFIDENTIAL SDNY GM_00208564 EFTA01369896