EFTA01369868.pdf

Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. as amended. (b) the receipt of all required consents or approvals under the Israel Restrictive Trade Practices Law. 5748-1988. as amended, and (c) the receipt of. or expiration of relevant waiting periods under. all required clearances or approvals under other applicable regulatory or antitrust laws, as agreed to by Purchaser, Intel. and Mobileye under the terms of the Purchase Agreement. The "Restraints Condition" requires that there is not in effect any law, regulation. order, or injunction entered, enacted, promulgated, enforced, or issued by any court or other governmental authority of competent jurisdiction prohibiting. rendering illegal. frustrating. or enjoining the consummation of the transactions contemplated by the Purchase Agreement. other than the Call Option. The foregoing shall also not apply with respect to any form of Post-Offer Reorganization (other than the Compulsory Acquisition. or Mobileye's potential election pursuant to U.S. Treasury Regulations Section 301.7701-3 to be classified as a partnership or as a disregarded entity for U.S. federal tax purposes) to the extent that the number of Shares tendered pursuant to the Offer and not properly withdrawn (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee prior to the Expiration Time). together with the Shares then owned by Intel or its affiliates. represents at least 95% of Mobileye's issued capital eeplaatst kapitaal) immediately prior to the Expiration Time. The "Governance Resolutions Condition" requires that, at the EGM or a subsequent EGM. Mobileye shareholders have adopted one or more resolutions effective upon the Offer Closing to appoint Purchaser- designated directors, including two non-executive directors who are independent from Intel and Purchaser (if such independent non-executive directors are not already members of the Mobileye Board), to replace those members of the Mobileye Board who will resign from the Mobileye Board effective as of the Offer Clr ing. The "Material Adverse Effect Condition" requires that no fact, change. event, development. occurrence, or effect has occurred following the date of the Purchase Agreement that, individually or in the aggregate. would have or reasonably be expected to have a Company Material Adverse Effect (as defined in the Purchase Agreement). The Offer is not subject to a financing condition but is subject to other conditions as described in this Offer to Purchase. See Section l5 —"Certain Conditions of the Offer." A summary of the principal terms of the Offer appears under the heading "Summary Term Sheet." You should read this entire Offer to Purchase carefully before deciding whether to tender your Shares pursuant to the Offer. April 5.2017 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062371 CONFIDENTIAL SDNY GM_00208555 EFTA01369868