EFTA01369875.pdf

Can the Offer be extended and under what circumstances? Yes, subject to Intel's rights to terminate the Purchase Agreement in accordance with its terms, we may extend the Offer to such other date and time as may be agreed in writing by Mobileye and Intel, and we have agreed in the Purchase Agreement that we will extend the Offer: for the minimum period required by applicable law, the SEC or the rules of the NASDAQ Global Select Market ("NASDAQ") or the NYSE: and • on one or more occasions in consecutive periods of 10 business days each, with such period to end at 5:00 p.m.. New York City time on the last business day of such period (or such other duration as we. Intel and Mobileye may agree) if, at any then-scheduled Expiration Time, any condition to the Offer has not been satisfied or waived, in order to permit satisfaction of such condition; except that: if we determine in good faith. after consultation with outside legal counsel, that at any then- scheduled Expiration Time the Antitrust Clearance Condition (as defined below) is not reasonably likely to be satisfied within such 10 business day extension period, then we will be permitted to extend the Offer on such occasion for up to 20 business days; • if the sole remaining unsatisfied condition to the Offer is the Minimum Condition (as defined below) and the Pre-Wired Asset Sale Ruling (as defined below) has been obtained or Intel determine: in its reasonable judgment that the Pre-Wired Asset Sale Ruling will not be received, we will not be required to extend the Offer for more than two occasions in consecutive periods of 10 business days each (or such other duration as we. Intel and Mobileye may agree); and • we are not required to extend the Offer beyond March 12, 2018 (subject to automatic extension to June 10. 2018 and September 8. 2018, respectively, if. at each earlier such date, all conditions to the closing have been satisfied, other than the Antitrust Clearance Condition) (such date, including any automatic extension thereof, the "End Date"). If we extend the Offer, such extension will extend the time that you will have to tender (or withdraw) your Shares. See Section 1 —"Terms of the Offer." How will! be notified if the Offer is extended? 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. Without limiting the manner in which we may choose to make any public announcement. w e currently intend to make announcements regarding the Offer by issuing a press release and making an appropriate filing with the SEC. Set Section 1 —"Terms of the Offer." Will there he a subsequent offering period? Yes, following the Acceptance Time, we are obligated by the Purchase Agreement to provide for a subsequent offering period of at least 10 business days in accordance with Rule 14d-1 I under the Exchange Act and in accordance with the Purchase Agreement (the "Subsequent Offering Period"). In the event that prior to the expiration of the Subsequent Offering Period, we or one of our affiliates elects to (a) exercise our right to purchase such number of newly issued ordinary shares of Mobileye so as to increase our ownership by 15% of the total ownership of ordinary shares of Mobileye after giving effect to such purchase (the "Call Orion") or v CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062378 CONFIDENTIAL SDNY GM_00208562 EFTA01369875