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EFTA01380329

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Acting in good faith. Intel and Purchaser will direct and control all aspects of the parties' efforts to obtain regulatory clearance with any governmental authority or in any action brought to enjoin the transactions contemplated by the Purchase Agreement. Intel and Purchaser will provide Mobileye with reasonable advance notice of any commitment or material actions that it proposes to undenake in connection with such efforts and frequently consult with and consider the views of Mobileye in connection therewith. In addition. Intel or Purchaser, as applicable, will give Mobileye reasonable advance notice of and opportunity to participate in all meetings with governmental authorities in connection with antitrust laws and regulations and the transactions contemplated by the Purchase Agreement (provided that Intel or Purchaser does not have to cancel or reschedule such meeting if Mobileye is unable to attend). Intel and Purchaser will use good faith efforts to ensure Mobileye has reasonable advance notice of, and the opportunity to participate in. all teleconferences (other than non- material teleconferences) with any such governmental authorities and will provide Mobileye with a reasonably detailed update on such teleconferences if Mobileye is unable to attend. Intel will, and will use its reasonable best efforts to cause its affiliates to. promptly take all actions that ate reasonably necessary to (a) secure the expiration or termination of any applicable waiting periods under the HSR Act and the other required antitrust approvals. (b) resolve any objections to such transactions from any governmental authority, in each case to the extent necessary in order to prevent the imposition of any legal restraint that would prevent, restrict or delay the consummation of such transactions, and (c) avoid or eliminate each and every impediment under the HSR Act and the other applicable antitrust laws that may be asserted by any applicable governmental authority or

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