der or approve (A) certain designated post-offer transactions or (B) the entry into of Tender and Support Agreements (as defined below) by Professor Shashua and Mr. Aviram. In the Purchase Agreement. Intel and Purchaser have also made customary representations and warranties to Mobileye that are subject

Mobileye has represented 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 contempla

tered into a non-competition agreement in 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 an

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 (collectively, the "Tender and Support

sity of Jerusalem, and invent of the Mobileye, is the subject of an article in the New York Times, May 27th, 2013. You can see a video of Professor Shashua demonstrating Mobileye to President Barack Obama here. At High Speed, on the Road to a Driverless Future By JOHN MARKOFF JERUSALEM — Last month, on

[email protected] From: AFHU Sent Tue 5/28/2013 5:49:25 PM Subject Amnon Shashua and the MobilEye in the New York Times Title: AFHU EMAIL Amnon Shashua, the Sachs Professor of Computer Science at The Hebrew University of Jerusalem, and invent of the Mobileye, is the subject of an article in the New

fter 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 interest) (a) determined that the Purchase Agreement and certain of the transaction

o induce Intel and Purchaser to enter into the Purchase Agreement. concurrently with the execution and delivery of the Purchase Agreement. Professor Amnon Shashua, Mobileye's Co-Founder. Chief Technology Officer and Chairman. and 7.iv Aviram. Mobileye's Co-Founder. Chief Executive Officer and President. (toge

ul 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 interest) (a) determined that the Purchase Agreement and certain of the transactio

e potential strategic transaction with Mobileye in connection with this meeting or subsequent Intel Board meetings. On November 27. 2016. Professor Shashua, Co-Founder. Chief Technology Officer and Chairman of Mobileye. and Erez Dagan, Senior VP Advanced Development & Strategy of' Mobileye, met in Munic

l had been accepted by the Mobileye Board and the definitive Purchase Agreement and the other transaction documents had been approved and Professor Shashua executed the Non-Competition Agreement and the Employment Agreement Addendum related to the vesting terms of certain of his options and restricted s

and March 8. 2017. Skadden and Morrison & Foerster exchanged revised drafts of the Purchase Agreement. On March 8. 2017. Mr. Krzanich and Professor Shashua had a call during which Mr. Krzanich orally delivered a non-binding proposal to acquire all of the Shares for a price of $63.15 per Share in cash.

d Support Agreements" respectively) and Morrison & Foerster sent Skadden a revised draft of the Purchase Agreement. On February 11. 2017. Professor Shashua made a presentation to representatives of Intel (including Intel's third party representatives), which included an overview of Mobileye's business,

holly owned subsidiary of Purchaser and this combined global automated driving organization will be headquartered in Jerusalem and led by Professor Shashua. 55 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062441 CONFIDENTIAL SDNY GM_00208625 EFTA01369927

tionship: or (t) encourage any employee or other service provider of Intel or any of its related entities to engage in any action in which Professor Shashua would, under the provisions of the Non- Competition Agreement. be prohibited from engaging. Moreover, during the Restricted Period, Professor Shashu

ful 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 interest) (a) determined that the Purchase Agreement and certain of the transactio

and March 8. 2017. Skadden and Morrison & Foerster exchanged revised drafts of the Purchase Agreement. On March 8. 2017. Mr. Krzanich and Professor Shashua had a call during which Mr. Krzanich orally delivered a non-binding proposal to acquire all of the Shares for a price of $63.15 per Share in cash.

d Support Agreements" respectively) and Morrison & Foerster sent Skadden a revised draft of the Purchase Agreement. On February 11. 2017. Professor Shashua made a presentation to representatives of Intel (including Intel's third party representatives), which included an overview of Mobileye's business,

l had been accepted by the Mobileye Board and the definitive Purchase Agreement and the other transaction documents had been approved and Professor Shashua executed the Non-Competition Agreement and the Employment Agreement Addendum related to the vesting terms of certain of his options and restricted s

e potential strategic transaction with Mobileye in connection with this meeting or subsequent Intel Board meetings. On November 27. 2016. Professor Shashua, Co-Founder. Chief Technology Officer and Chairman of Mobileye. and Erez Dagan, Senior VP Advanced Development & Strategy of' Mobileye, met in Munic

tionship: or (t) encourage any employee or other service provider of Intel or any of its related entities to engage in any action in which Professor Shashua would, under the provisions of the Non- Competition Agreement. be prohibited from engaging. Moreover, during the Restricted Period, Professor Shashu

tion, the board of directors (bestunr) of Mobileye (the "Moblleye Board") has unanimously (other than the executive directors of Mobileye, Professor Amnon Shashua and Mr. Ziv A viram. who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and certain of the transacti

ful 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 interest) (a) determined that the Purchase Agreement and certain of the transactio