hareholders have not approved the Pre-Wired Asset Sale Resolutions and the Conversion Resolutions). then the cash consideration paid by Purchaser to Mobikye in the Asset Sale would be an aggregate amount equal to the Offer Consideration multiplied by the total number of Shares held by non-tendering Mobi

esolutions"), (b) certain amendments to Mobileye's articles of association to become effective after the Offer Closing, including the conversion of Mobikye from a public limited liability company (naamloze vennootsehap or N.V.) to a private limited liability company (batmen vennootschap met beperkte aan

chase Agreement. The Purchase Agreement provides, among other things. for the terms and conditions of the Offer, and the corporate reorganization of Mobikye and its subsidiaries (the "Post Offer Reorganization"). See Section II — "The Purchase Agreement; Other Agreements," Section 12 — "Purpose of the O

See the "Introduction" to this Offer to Purchase. Section II —"The Purchase Agreement Other Agreements." Section 12 —"Purpose of the Offer Plans for Mobikye" and Section 13 —"Certain Effects of the Offer." What ft the market value of my Shares as of a recent date? The Offer Consideration of $63.54 per

by the Purchase Agreement in accordance with the terms thereof (of which there are none), will, without any action on the part of Intel. Purchaser. Mobikye. the holder thereof or any other person. be accelerated (if required) and converted into and will become a right to receive an amount in cash, witho

to a Delaware limited liability company (the 'Conversion"). The Conversion has not adversely impacted. and will not adversely impact, in any respect Mobikye or any of its shareholders, or Mobileye's rights under the Purchase Agreement. and has not relieved, and will not relieve, Intel or Cyclops of its

conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated thereby are in the best interests of Mobikye, its business and its shareholders, employees and other relevant stakeholders, and (h) approved and adopted the Purchase Agreement and approved cer

te when the Dutch Court renders a judgment allowing the claim for the Compulsory Acquisition against the non-tendering shareholders for all of their Mobikye Shares. The end of the period for the calculation of the Dutch Statutory Interest would be on the date Purchaser pays for the Shares then owned by t

Mobikye around the possibility of entering into a strategic transaction with Mobikye. As a result of the potential personal conflict that Mr. Yoffie had pre

the transaction available to the public on hap://imelandmobileyeamsacrionannouncementeond. which has been and will continue to be used by Intel and Mobikye to disclose information about the transaction and comply with the SEC's Regulation FD. The website and the information on or connected to the websit

d liability company. The Conversion has not adverse& impacted and will not adversely impact, in any respect Mobileye or any of its shareholders, or Mobikye's rights under the Purchase Agreement, and has not relieved, and will not relieve, Intel or Cyclops of its respective obligations under the Purchase

at with respect to subclauses (i). (ii). (iii). (iv). (v). (vii) and (ix). Intel or Purchaser must prove that such Effect disproportionately affects Mobikye and its subsidiaries. taken as a whole, compared to other similarly situated companies. and then. to the extent not otherwise excluded. only such in

the Mobileye Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would be inconsistent with Mobikye's directors' fiduciary duties under the laws of The Netherlands and (b) (i) the Mobileye Board determines in good faith, after consultation with it

ption to purchase such number of newly issued ordinary shares, nominal value €0.01 per share. of Mobileye ("Ordinary Shares'), within the limits of Mobikye's authorized but unissued share capital at the time of issuance. so as to increase Purchaser's ownership of Ordinary Shares by 15% of the total owne

ileye in the Asset Sale would be an aggregate amount equal to the Offer Consideration multiplied by the total number of Shares held by non-tendering Mobikye shareholders as of the expiration of the Subsequent Offering Period and, upon consummation of the Asset Sale, (a) Mobileye will hold only the cash

er with the Shares then owned by Intel or its affiliates, represents at least 67% of Mobiieye's issued capital (gephiatsr kapitatth (or 80%, if the Mobikye shareholders have not approved the Pre-Wired Asset Sale Resolutions and the Conversion Resolutions), then the cash consideration paid by Purchaser t

ption to purchase such number of newly issued ordinary shares, nominal value €0.01 per share. of Mobileye ("Ordinary Shares'), within the limits of Mobikye's authorized but unissued share capital at the time of issuance. so as to increase Purchaser's ownership of Ordinary Shares by 15% of the total owne

, nor any committee of the Mobileye Board, will directly or indirectly, approve or recommend. or publicly propose to approve or recommend. or allow Mobikye or any of its affiliates to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acqu

n the genre of or conditions to the Offer. However. Purchaser will not, and Intel will cause Purchaser not to (without the prior written consent of Mobikye): (a) waive or change the Minimum Condition (except to the extent contemplated under the Purchase Agreement): (b) decrease the Offer Consideration:

erminated, the Shares would no longer be "margin securities" or be eligible for listing on the NYSE as described above. We intend to. and will cause Mobikye to. terminate the registration of the Shares under the Exchange Act as promptly as practicable after the Offer Closing and expect to take steps to c