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and tender their Shares in the Offer. Furthermore. the Mobileye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general me
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
his Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to potential conflicts of int
and tender their Shares in the Offer. Furthermore. the Mobileye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general me
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
his Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to potential conflicts of int
is there an agreement governing the Offer? Yes. Intel. Cyclops Holdings. Inc. ("Cyclops"). and Mobileye entered into a Purchase Agreement. dated a' of March 12. 2017 (the "Purchase Agreement"). On April 4. 2017. Cyclops converted from a Delaware corpo
tire equity interest in Mobileye so that we will own and control all of Mobileye's current business. If the Offer is consummated, we intend to cause Mobileye to terminate the listing of the Shares on the New York Stock Exchange ("NYSE"). As a result. Mobileye and its Shares would cease to be publicly tra
ayment for Shares.- What does the Board of Directors of Mobikye think of the Offer? After careful consideration, the Board of Directors of Mobileye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. Ziv Aviram, who abstained, due to potential conflicts of int
is there an agreement governing the Offer? Yes. Intel. Cyclops Holdings. Inc. ("Cyclops"). and Mobileye entered into a Purchase Agreement. dated a' of March 12. 2017 (the "Purchase Agreement"). On April 4. 2017. Cyclops converted from a Delaware corpo
tire equity interest in Mobileye so that we will own and control all of Mobileye's current business. If the Offer is consummated, we intend to cause Mobileye to terminate the listing of the Shares on the New York Stock Exchange ("NYSE"). As a result. Mobileye and its Shares would cease to be publicly tra
ayment for Shares.- What does the Board of Directors of Mobikye think of the Offer? After careful consideration, the Board of Directors of Mobileye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. Ziv Aviram, who abstained, due to potential conflicts of int
ibed in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobileye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to poten
ed to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association
is Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobileye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to potential conflicts of int
Entities connected to both Mobileye and the "Mobileye Board
the Minority Exit Offering Period
ORGANIZATIONMobikye
ORGANIZATIONAmnon Shashua
PERSONthe Acceptance Time
ORGANIZATION
Amsterdam
LOCATIONAviram
PERSONCyclops
ORGANIZATIONHerengracht 542
ORGANIZATIONthe New York Stock Exchange
ORGANIZATIONZiv Aviram
PERSON
the Board of Directors
ORGANIZATIONCyclops Holdings. Inc.
ORGANIZATION