ct of 1934. as amended (the "Exchange Act")) thereafter). pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn as of the Acceptance Time (such time of payment, the "Offer Closing"). It is expected that following the Offer Closing, the listing of the Shares on the NYSE will be termina

who will resign from the Mobileye Board effective as of the Offer Closing, and (dl other matters contemplated by the Purchase Agreement. Following the Acceptance Time in accordance with the Purchase Agreement. Purchaser will provide for a subsequent offering period of at least 10 business days in accordance with R

who will resign from the Mobileye Board effective as of the Offer Closing, and (dl other matters contemplated by the Purchase Agreement. Following the Acceptance Time in accordance with the Purchase Agreement. Purchaser will provide for a subsequent offering period of at least 10 business days in accordance with R

ct of 1934. as amended (the "Exchange Act")) thereafter). pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn as of the Acceptance Time (such time of payment, the "Offer Closing"). It is expected that following the Offer Closing, the listing of the Shares on the NYSE will be termina

he Solicitation/Recommendation Statement on the Schedule 14D-9 that Mobileye is furnishing to shareholders in connection with the Offer. Following the Acceptance Time in accordance with the Purchase Agreement. Purchaser will provide for a subsequent offering period of at least 10 business days in accordance with R

-1(2)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn as of the Acceptance Time. See Section I —"Term, of the Offer." During the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), we will i

uration as may be agreed to by Intel. Purchaser, and Mobileye): and • Purchaser is not required to extend the Offer beyond the End Date. Following the Acceptance Time. Purchaser will provide for the Subsequent Offering Period of at least 10 business days in accordance with Rule 144-11 under the Exchange Act and in

have been delisted from the NYSE, with such second amendment becoming effective following such delisting: (e) adopt a resolution to. subject to (i) the Acceptance Time having occurred. (ii) the Pre-Wired Asset Sale Ruling having been received and (iii) the number of Shares validly tendered in accordance with the t

may be abandoned at any time prior to the Acceptance Time: by mutual written consent of Mobileye and Intel; • by either Mobileye or Intel. if: • the Acceptance Time has not occurred on or before the End Dare. as it may be extended in accordance with the Purchase Agreement from March 12. 2018 to June 10.2018 and

ion 102 (which ruling may be subject to customary conditions regularly associated with such a ruling). Detesting. Mobileye has agreed that prior to the Acceptance Time. Mobileye will cooperate with Intel and Purchaser and use reasonable best efforts to take, or cause to be taken, all actions and do or cause to be d

have been delisted from the NYSE, with such second amendment becoming effective following such delisting: (e) adopt a resolution to. subject to (i) the Acceptance Time having occurred. (ii) the Pre-Wired Asset Sale Ruling having been received and (iii) the number of Shares validly tendered in accordance with the t

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 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

Exit Offering Period). If the Offer Closing occurs. Purchaser may elect to consummate the Post-Offer Reorganization as described below. Following the Acceptance Time. Purchaser will provide for the Subsequent Offering Period of at least 10 business days in accordance with Rule 14d-11 under the Exchange Act and in

se of. or otherwise encumber or hold separate and agree to sell, divest lease. license, transfer, dispose of, or otherwise encumber before or after the Acceptance Time, any assets, licenses. operations. rights, product lines, businesses or interest therein of Intel. Purchaser, or Mobileye or any of their respective

he Solicitation/Recommendation Statement on the Schedule 14D-9 that Mobileye is furnishing to shareholders in connection with the Offer. Following the Acceptance Time in accordance with the Purchase Agreement. Purchaser will provide for a subsequent offering period of at least 10 business days in accordance with R

ct of 1934. as amended (the "Exchange Act")) thereafter), pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn as of the Acceptance Time (such time of payment, the "Offer Closing"). It is expected that following the Offer Closing, the listing of the Shares on the NYSE will be termina

uration as may be agreed to by Intel. Purchaser, and Mobileye): and • Purchaser is not required to extend the Offer beyond the End Date. Following the Acceptance Time. Purchaser will provide for the Subsequent Offering Period of at least 10 business days in accordance with Rule 144-11 under the Exchange Act and in

have been delisted from the NYSE, with such second amendment becoming effective following such delisting: (e) adopt a resolution to. subject to (i) the Acceptance Time having occurred. (ii) the Pre-Wired Asset Sale Ruling having been received and (iii) the number of Shares validly tendered in accordance with the t

ion 102 (which ruling may be subject to customary conditions regularly associated with such a ruling). Detesting. Mobileye has agreed that prior to the Acceptance Time. Mobileye will cooperate with Intel and Purchaser and use reasonable best efforts to take, or cause to be taken, all actions and do or cause to be d

se of. or otherwise encumber or hold separate and agree to sell, divest lease. license, transfer, dispose of, or otherwise encumber before or after the Acceptance Time, any assets, licenses. operations. rights, product lines, businesses or interest therein of Intel. Purchaser, or Mobileye or any of their respective

Exit Offering Period). If the Offer Closing occurs. Purchaser may elect to consummate the Post-Offer Reorganization as described below. Following the Acceptance Time. Purchaser will provide for the Subsequent Offering Period of at least 10 business days in accordance with Rule 14d-11 under the Exchange Act and in

he Solicitation/Recommendation Statement on the Schedule 14D-9 that Mobileye is furnishing to shareholders in connection with the Offer. Following the Acceptance Time in accordance with the Purchase Agreement. Purchaser will provide for a subsequent offering period of at least 10 business days in accordance with R