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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
tion, 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 interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated the
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
tion, 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 interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated the
ized below. Concurrently with the execution of the Purchase Agreement. in order to induce Intel and Purchaser to enter into the Purchase Agreement. Mobileye's founders. Professor Amnon Shashua and Ziv Aviram (the "Founders"). entered into separate tender and support agreements with Intel and Purchaser (co
favor of Intel (the "Non-Competition Agreement"). Pursuant to the Non-Competition Agreement. if Professor Shashua's separation from employment with Mobileye occurs within three years of the Offer Closing, then during the period beginning at the Offer Closing and ending on the date that is IS months after
he Purchase Agreement. in order to induce Intel and Purchaser to enter into the Purchase Agreement. Mobileye's founders. Professor Amnon Shashua and Ziv Aviram (the "Founders"). entered into separate tender and support agreements with Intel and Purchaser (collectively, the "Tender and Support Agreements").
(x) any action brought or threatened by shareholders of Mobileye (whether on behalf of Mobileye or otherwise) asserting allegations of breach of fiduciary duty or violations of securities laws in connection with
ted that the Mobikye Board, at a meeting duly called and held. has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. Ziv Aviram, who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and the transactions contemplated by the Purchase
Entities connected to both Mobileye and Ziv Aviram
Mobikye
ORGANIZATIONAmnon Shashua
PERSONCyclops
ORGANIZATIONthe "Mobileye Board
ORGANIZATIONthe New York Stock Exchange
ORGANIZATION
the Board of Directors
ORGANIZATIONCyclops Holdings. Inc.
ORGANIZATION