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

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. The "Material Adverse Eff

every January in Las Vegas. In these discussions, Professor Shashua expressed his view that in order for a strategic transaction to be considered by the Mobileye Board, the price per Share to be paid by Intel would have to be greater than the all-time highest price at which the Shares had traded in the past. On D

to acquire all of the Shares for a price of $63.15 per Share in cash. On March 9. 2017. Professor Shashua indicated on a call with Mr. Knanich that the Mobileye Board would require a higher price per Share than $63.15 in cash in order to approve Mobileye's entry into the Purchase Agreement. Also on March 9. 2017,

ent by Purchaser of all Shares validly tendered (referred to in the Purchase Agreement as the -Call Option"). (13) a fiduciary termination right of the Mobileye Board would be included in the Purchase Agreement. (c) Mobileye would not pay any termination compensation in the event the Purchase Agreement were termin

tion regarding the Offer: (b) adopt one or more resolutions effective upon the Acceptance Time to provide full and fmal discharge to each member of the Mobileye Board for their acts of management or supervision, as applicable, up to the date of the EGM. provided that such discharge will be limited by general princ

"Mobileye Board Recommendation"), and that such recommendation is not conditional on works council consultation or approval: provided, however, that the Mobileye Board did not, and was not asked to. consider or approve (A) certain designated post-offer transactions or (B) the entry into of Tender and Support Agree

y such standstill obligations solely to the extent necessary to permit the party referenced therein to submit an Alternative Acquisition Proposal to the Mobileye Board on a confidential basis conditioned upon such party agreeing that Mobileye will not be prohibited from providing any information to Intel and Purcha

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

ide Intel and Purchaser with 48 hours' prior notice (or such lesser prior notice as is provided to members of the Mobileye Board) of any meeting of the Mobileye Board at which it is reasonably expected to consider any Alternative Acquisition Proposal. Any material amendment (including the form, amount and timing o

ment No. 2. any share acquired by a Mobileye shareholder after the date of Amendment No. 2 would not be transferable prior to March 1. 2019. unless the Mobileye Board has approved such transfer. NYSE Listing. Depending upon the number of Shares purchased pursuant to the Offer, the Shares may no longer meet the st

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

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 (

transactions contemplated by the Purchase Agreement brought. or threatened in writing. against Mobileye. members of the Mobileye Board or any subsidiary of Mobileye and will keep Intel and Purchaser informed on a current basis with respect to the status thereof. Other Covenants. Th

(b) subject to clause (c) below, the Mobileye Board will have determined to effect an Adverse Recommendation Change or to terminate the Purchase Agreement in order to enter into the alternative acqui

(b) subject to clause (c) below, the Mobileye Board will have determined to effect an Adverse Recommendation Change or to terminate the Purchase Agreement in order to enter into the alternative acqui

ide Intel and Purchaser with 48 hours' prior notice (or such lesser prior notice as is provided to members of the Mobileye Board) of any meeting of the Mobileye Board at which it is reasonably expected to consider any Alternative Acquisition Proposal. Any material amendment (including the form, amount and timing o

and prior to the Expiration Time. that has not arisen as a result of any actions taken by Mobileye in breach of the Purchase Agreement, which causes the Mobileye Board to determine in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to make an Adverse Recommend

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

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 those members of the Mobileye Board who will resign from the Mobileye Board effective as of the Offer Clr ing. The "Material Adverse E