OFFER TO PURCHASE FOR CASH All Outstanding Ordinary Shares of MA S PA e MOBILEYE at $63.54 per share by CYCLOPS HOLDINGS, LLC a wholly owned subsidiary of INTEL CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 21, 2017. UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED. Cyclops Holdings, LLC, a Delaware limited liability company ("Purchaser") and a wholly owned subsidiary of Intel Corporation, a Delaware corporation ("Intel"), is offering to purchase all of the outstanding ordinary shares, nominal value f0.01 per share (the "Shares"), of Mobileye N.V., a public limited liability company (naandoze vennoorschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 34158597 ("Mobileve"), at a purchase price of $63.54 per Share, less any applicable withholding taxes and without inter t to the holders thereof, payable in cash (the "Offer Consideration"), upon the terms and subject to the conditions set forth in this Offer to Purchase (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" and, together with this Offer to Purchase, as each may be amended or supplemented from time to time, the "Offer"). The Offer is being made pursuant to a Purchase Agreement. dated as of March 12.2017 (as it may be amended from time to time, the "Purchase Agreement"). by and among Intel, Cyclops Holdings. Inc.. a Delaware corporation and wholly owned subsidiary of Intel ("Cyclops") and Mobileye. On April 4. 2017, Cyclops converted from a Delaware corporation to a Delaware limited liability company (the "Conversion"). The Conversion has not adversely impacted, and will not adversely impact, in any respect Mobileye or any of its shareholders, or Mobileye's rights under the Purchase Agreement, and has not relieved, and will not relieve. Intel or Cyclops of its respective obligations under the Purchase Agreement. A