Epstein Secrets

independent non-executive directors are not already members of the Mobileye Board) to replace certain resigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the arti

lidly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn together with the Shares owned by Purchaser or any of its affiliates, representing at least 67% of Mobileye's issued cap

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

iquidation. Post-Offer Reorganization. As promptly as practicable following the closing of the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), Intel or Purchaser may effectuate, or cause to be effectuated, the Post-Offer Reorganization of Mobileye and its subsidiaries, which may include,

the receipt of approval of the Governance Resolutions by Mobileye shareholders at the EGM. at least five designees of Purchaser will be appointed to the Mobileye Board effective upon the Offer Closing. After the Offer Closing. Purchaser intends to cause Mobileye to terminate the listing of the Shares on the NYSE (

it Offering Period, then all transfers of record ownership of the Shares to the Purchaser during the Subsequent Offering Period and (if applicable) the Minority Exit Offering Period must be effected by way of a notarial deed executed before a Dutch notary: this will cause transfers of record ownership of Shares to the Purchaser

independent non-executive directors are not already members of the Mobileye Board) to replace certain resigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the arti

lidly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn together with the Shares owned by Purchaser or any of its affiliates, representing at least 67% of Mobileye's issued cap

the receipt of approval of the Governance Resolutions by Mobileye shareholders at the EGM. at least five designees of Purchaser will be appointed to the Mobileye Board effective upon the Offer Closing. After the Offer Closing. Purchaser intends to cause Mobileye to terminate the listing of the Shares on the NYSE (

it Offering Period, then all transfers of record ownership of the Shares to the Purchaser during the Subsequent Offering Period and (if applicable) the Minority Exit Offering Period must be effected by way of a notarial deed executed before a Dutch notary: this will cause transfers of record ownership of Shares to the Purchaser

independent non-executive directors are not already members of the Mobileye Board) to replace certain resigning members of the Mobileye Board (the "Governance Resolutions"): (d) adopt one or more resolutions to (i) amend the arti

lidly tendered in accordance with the terms of the Offer (including Shares tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) and not properly withdrawn together with the Shares owned by Purchaser or any of its affiliates, representing at least 67% of Mobileye's issued cap

the receipt of approval of the Governance Resolutions by Mobileye shareholders at the EGM. at least five designees of Purchaser will be appointed to the Mobileye Board effective upon the Offer Closing. After the Offer Closing. Purchaser intends to cause Mobileye to terminate the listing of the Shares on the NYSE (

it Offering Period, then all transfers of record ownership of the Shares to the Purchaser during the Subsequent Offering Period and (if applicable) the Minority Exit Offering Period must be effected by way of a notarial deed executed before a Dutch notary: this will cause transfers of record ownership of Shares to the Purchaser