EFTA01380302.pdf

the terms of or conditions to the Offer. However, Purchaser will not. and Intel will cause Purchaser not to (without the prior written consent of Mobileye): (a) waive or change the Minimum Condition (except to the extent contemplated under the Purchase Agreement): (b) decrease the Offer Consideration: (c) change the form of consideration to be paid in the Offer; (d) decrease the number of Shares sought in the Offer. (e) extend or otherwise change the Expiration Time (except as provided in the Purchase Agreement): or (f) impose additional conditions to the Offer or otherwise amend, modify. or supplement any of the conditions to the Offer or terms of the Offer in a manner adverse to Mobileye shareholders. Any extension of the Offer will be followed by a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the day on which the Offer was otherwise scheduled to expire. which notice shall also include the approximate number of Shares validly tendered and not properly withdrawn as of such date. Without limiting the manner in which Purchaser may choose to make any public announcement, it currently intends to make announcemen6 regarding the Offer by issuing a press release and making an appropriate filing with the SEC. If Purchaser extends the Offer. is delayed in its acceptance for payment of or payment (whether before or after its acceptance for payment for Shares) for Shares, or is unable to accept Shares for payment pursuant to the Offer for any reason, then. without prejudice to its rights under the Offer and the Purchase Agreement. the Depositary may retain tendered Shares on Purchaser's behalf, and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described in this Offer to Purchase under Section 4 —"Withdrawal Rights." However. Purchaser's ability to delay the payment for Shares that it has accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires Purchaser to promptly pay the consideration offered or return the securities deposited by or on behalf of shareholders promptly after the termination or withdrawal of the Offer. It subject to the terms of the Purchase Agreement, Purchaser makes a material change in the terms of the Offer or the information concerning the Offer. or if Purchaser waives a material condition of the Offer. Purchaser will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d- 4(d)(1), 14d-6(c). and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer. other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances. including the relative materiality of the terms or information changes. Purchaser understands that in the SEC's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent. or given to shareholders, and with respect to a change in price or a change in percentage of securities sought. a minimum 10 business day period generally is required to allow for adequate dissemination to shareholders and investor response. If. on or before the Expiration Time. Purchaser increases the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all shareholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. Following the Expiration Time. Purchaser intends to provide for a Subsequent Offering Period of at least 10 business days in accordance with Rule 14d-11 under the Exchange Act and in accordance with the Purchase Agreement. In the event that prior to the expiration of the Subsequent Offering Period. Purchaser or one of its affiliates elects to exercise the Call Option or effectuate the Asset Sale. Purchaser will extend the Subsequent Offering Period for the Minority Exit Offering Period of at least five business days. For purposes of the Offer, a "business day" means a day, other than Saturday. Sunday. or any other day on which commercial banks in Amsterdam. The Netherlands. or 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 have accepted. and become obligated to pay for, all Shares that were validly tendered 7 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0078679 CONFIDENTIAL SONY GM_00224863 EFTA01380302