EFTA01369892.pdf

2. Acceptance for Payment and Payment for Shares. Subject to the satisfaction or waiver by Purchaser (to the extent such waiver is permitted by applicable law and the terms of the Purchase Agreement) of all the conditions to the Offer set forth in Section 15 —"Certain Conditions of the Offer:" we will (and Intel will cause us to). (a) at or as promptly as practicable following the Expiration Time (but in any event within two business days thereafter), accept for payment and (b) at or as promptly as practicable following the Acceptance Time (but in any event within three business days (calculated as set forth in Rule 14d-1(2)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn as of the Acceptance Time. See Section I —"Term, of the Offer." During the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), we will immediately accept for payment and promptly pay for all additional Shares tendered during such Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period), subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act. Subject to compliance with Rule 14e-1(c) under the Exchange Act. we expressly reserve the right to delay payment for Share, in order to comply in whole or in part with any applicable law, including, without limitation, the HSR Act. the Israel Restrictive Trade Practices Law, 5748-1988. as amended, and any other applicable foreign antitrust, competition. or merger control laws. See Section 16 —"Certain Legal Matters: Regulatory Approvals." In all cases. we will pay for Shares tendered and accepted for payment pursuant to the Offer only after timely receipt by the Depositary of (a) if you are a record holder and you hold Shares in book-entry form on the books of Mohileye's transfer agent, (i) the Letter of Transmittal, properly completed and duly executed, and (ii) any other documents required by the Letter of Transmittal and (b) if your Shares are held in "street" name and are being tendered by book-entry transfer, (i) confirmation of a book-entry transfer of such Shares ("Book- Entry Confirmation') into the Depositary's account at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3 —"Procedures for Accepting the Offer and Tendering Shares." (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an Agent's Message (as defined below) in lieu of a Letter of Transmittal. and (iii) any other documents required by the Letter of Transmittal. Accordingly. tendering shareholders may be paid at different times depending upon when the foregoing documents with respect to Shares are actually received by the Depositary. Under no circumstance will interest he paid on the Offer Consideration paid pursuant to the Offer, regardless of any extension of the Offer, the Subsequent Offering Period (as it may he extended by the Minority Exit Offering Period), or any delay in making payment for Shares. On the terms of and subject to the conditions to the Offer, we will (and Intel will cause us to). (a) at or as promptly as practicable following the Expiration Time (but in any event within two business days thereafter), accept for payment and (b) at or aas promptly as practicable following the Acceptance Time (but in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) thereafter), pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn as of the Acceptance Time. For purposes of the Offer, we will be deemed to have accepted for payment. and thereby purchased. Shares validly tendered pursuant to the Offer and not properly withdrawn as. if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions of the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Consideration for such Shares with the Depositary. which will act as paying agent for tendering shareholders for the purpose of receiving payments from us and transmitting such payments to tendering shareholders whose Shares have been accepted for payment. If we extend the Offer, are delayed in our acceptance for payment of Shares, or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights tinder the Offer and the Purchase Agreement. the Depositary may retain tendered Shares on our behalf. and such Shares may not be withdrawn except to the extent that tendering shareholders are entitled to withdrawal rights as described herein under Section 4 —"Withdrawal Rights" and as otherwise required by Rule 14e-1(c) under the Exchange Act. If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, such unpurchased Shares will be returned, without expense, to the tendering shareholder (or, in the 9 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062395 CONFIDENTIAL SDNY GM_00208579 EFTA01369892