EFTA01380311.pdf

8B Purchaser Purchaser is a limited liability company formed under the laws of the State of Delaware. Purchaser was originally incorporated as a Delaware corporation on March 1. 2017 and was converted to a Delaware limited liability company on April 4. 2017. Purchaser was formed for the purpose of negotiating the Purchase Agreement and structuring and effecting the transactions contemplated thereby, including the Offer and the Post-Offer Reorganization. Purchaser is a wholly owned subsidiary of Intel. The address of Intel's and Purchaser's principal executive offices is 2200 Mission College Blvd.. Santa Clara, California. 95054-1549. and the telephone number at such address is (408) 765-8080. The name. citizenship, business address, present principal occupation or employment, and five-year employment history of each of the directors, executive officers, or managers of Intel and Purchaser are set forth in Schedule I to this Offer to Purchase. During the last five years. none of Intel, Purchaser or, after due inquiry and to the best knowledge and belief of Intel and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) was a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree. or final order enjoining such person from future violations of, or prohibiting activities subject to. U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. Except as described elsewhere in this Offer to Purchase (including Schedule Ito this Offer to Purchase), (a) none of Intel, Purchaser or, after due inquiry and to the best knowledge and belief of Intel and Purchaser, any of the persons listed in Schedule Ito this Offer to Purchase, or any associate or majority-owned subsidiary of Intel or Purchaser or any of the persons so listed, beneficially owns or has any right to acquire. directly or indirectly, any Shares, and (b) none of Purchaser or. after due inquiry and to the best knowledge and belief of Purchaser, any of the persons or entities referred to in clause (a) above or any of their executive officers, directors, or subsidiaries has effected any transaction in respect of any Shares during the 60-day period preceding the date of this Offer to Purchase. Notwithstanding the foregoing, David Yoffie, a member of the board of directors of Intel. (i) purchased 10.000 Shares in open market transactions on an arm's-length basis, the last of which occurred in February 2016, representing less than 0.1% of the outstanding Shares as of March 28, 2017 and (ii) was granted in February 2015 Mobileye Options (as defined below) to acquire 25,000 Shares representing, in the aggregate, less than 0.1% of the outstanding Shares as of March 28, 2017. Such Mobileye Options are subject to vesting over a four-year period and were granted by Mobileye to Mr. Yoffie in connection with the provision of advisory services by Mr. Yoffie to Mobileye. As of March 28. 2017, 12.500 of such Mobileye Options had vested. Any then-outstanding unvested Mobileye Options held by Mr. Yoffie will accelerate upon the Offer Closing in the manner described in Section II —"The Purchase Agreement, Other Agreements. — Treatment of Equity Awards.- Except as described elsewhere in this Offer to Purchase, (a) none of Intel, Purchaser or, after due inquiry and to the best knowledge and belief of Intel and Purchaser, any of the persons listed in Schedule Ito this Offer to Purchase has any contract, arrangement, understanding, or relationship with any other person with respect to any securities of Mobileye (including. but not limited to, any contract, arrangement, understanding, or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxiet consents or authorizations), and (b) during the two-year period preceding the date of this Offer to Purchase, there have been no transactions that would require reporting under the rules and regulations of the SEC between Intel, Purchaser, or any of their affiliates or, after due inquiry and to the best knowledge and belief of Intel and Purchaser, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Mobileye or any of its executive officers, directors and/or affiliates, on the other hand. Except as set forth in this Offer to Purchase, none of Intel. Purchaser or, after due inquiry and to the best knowledge and belief of Intel and Purchaser, any of the persons listed in Schedule I hereto has had any business 19 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0078691 CONFIDENTIAL SONY GM_00224875 EFTA01380311