tion, 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 transactions contemplated the

ted 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 contemplated by the Purchase

he 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 Agreements").

tion, 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 transactions contemplated the