es as those shareholders who tendered their Shares pursuant to the Offer (including during the Subsequent Offering Period. as it may be extended by the Minority Exit Offering Period), without interest and less applicable withholding taxes. Notwithstanding the foregoing. in the event that the compulsory acquisition procedure (nit

Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, the Subsequent Offering Period (as it may he extended by the Minority Exit Offering Period), or any delay in making payment for Shares. As promptly as practicable following the closing of the Subsequent Offering Period (as it may be extend

mate the Offer and not all outstanding Shares are tendered pursuant to the Offer or during the Subsequent Offering Period, as it may tie extended by the Minority Exit Offering Period (each as defined below), while we or Intel may elect to effectuate or cause to be effectuated the Post-Offer Reorganization by various mechanisms,

" What is the difference between an extension of the Offer and a Subsequent Offering Period? A Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) is not an extension of the Offer. A Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) occurs after we have a

bileye shareholders who do not tender their Shares pursuant to the Offer (including during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) will be offered or will receive the same consideration for their Shares as those Mobileye shareholders who tendered their Shares pursuant to the Of

es validly tendered in the Offer. No withdrawal rights will apply to Shares tendered during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) and no withdrawal rights apply during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) with respect to

s? The receipt of cash in exchange for your Shares pursuant to the Offer (including during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period) or the Post-Offer Reorganization generally will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction

mmediately begin the Subsequent Offering Period. There will be no withdrawal rights during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period): any Shares tendered will immediately be accepted by Purchaser and promptly paid for. Any shares tendered during the Subsequent Offering Period (as

r New York. New York. United States, are authorized or required by applicable law to close. The Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) is not an extension of the Offer. A Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) shall occur after we h

Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, the Subsequent Offering Period (as it may he extended by the Minority Exit Offering Period) or any delay in making payment for Shares. As promptly as practicable following the closing of the Subsequent Offering Period (as it may be extende

pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period), together with the Shares then owned by Intel or its affiliates, represents less than 100% but at least 959E of Mobileye's issued capital (geplaat

pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period), together with the Shares then owned by Intel or its affiliates, represents at least 67% of Mobileye's issued capital (geplaarst kapitaal) (or 80%,

immediately accept for payment and promptly pay for all additional Shares tendered during such Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the E

me prior to the Expiration Time. No withdrawal rights will apply to Shares tendered during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) and no withdrawal rights apply during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) with respect to S

mmate the Offer and not all outstanding Shares are tendered pursuant to the Offer or during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period). we or Intel may elect to effectuate or cause to be effectuated the Post-Offer Reorganization, in part, based on the number of Shares held by us a

eholders of Mobileye had they tendered their Shares pursuant to the Offer (including during the Subsequent Offering Period, as it may be extended by the Minority Exit Offering Period), and may be subject to additional withholding tax requirements. Mobileye and Purchaser have filed an application for the he-Wired Asset Sale Rulin

res tendered will immediately be accepted and promptly paid for. Any shares tendered during the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period) will be acquired by Purchaser at the Offer Consideration, in cash, without interest and less applicable withholding taxes. Under no circumstance w

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

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

pursuant to the Offer and not properly withdrawn (including Shares validly tendered during the Subsequent Offering Period. as it may be extended by the Minority Exit Offering Period). together with the Shares then owned by Intel or its affiliates, represents less than 100% but at least 95% of Mobileye's issued capital (geplaata