Epstein Secrets

Directors"). The initial Independent Directors will be current non- executive directors of Mobileye. to the extent that they shall agree to serve on the Mobileye Board after the Offer Closing. Each Independent Director will resign from the Mobileye Board upon the earliest of (a) such time after the Acceptance Time

of (a) such time after the Acceptance Time as Purchaser and its affiliates, in the aggregate. own 100% of the issued and outstanding Shares and (b) the Second Step Distribution being paid in full and completion of the Liquidation. Post-Offer Reorganization. As promptly as practicable following the closing of the Subsequent

Anti-Takeover Measures. Mobileye and the Mobileye Board (and any applicable committees thereof) will take all actions within their power and authority necessary so no anti-takeover measures are or become

e Ruling. Mobileye shall take all such steps and do all such things as are reasonably required to procure that the Asset Sale. the Liquidation, and the Second Step Distribution timely occur. Director and Officer Liability. For six years after the Offer Closing. Intel shall cause Mobileye and its subsidiaries to indemnify a

ing two non-executive directors who are independent from Intel and Purchaser (if such independent non-executive directors are not already members of the Mobileye Board). to replace the members of the Mobileye Board who will resign from the Mobileye Board effective as of the Offer Closing. vii CONFIDENTIAL - PURSU

nce reasonably acceptable to Intel and Purchaser that (a) exempts Intel. Purchaser and Mobileye from taxes in Israel with respect to the Asset Sale, the Second Step Distribution, and the Liquidation, taking into account all relevant related steps and (b) provides that the Asset Sale will not adversely affect the remaining d

Anti-Takeover Measures. Mobileye and the Mobileye Board (and any applicable committees thereof) will take all actions within their power and authority necessary so no anti-takeover measures are or become

e Ruling. Mobileye shall take all such steps and do all such things as are reasonably required to procure that the Asset Sale. the Liquidation, and the Second Step Distribution timely occur. Director and Officer Liability. For six years after the Offer Closing. Intel shall cause Mobileye and its subsidiaries to indemnify a