The Offer is not subject to a financing condition but is subject to other conditions as described in this Offer to Purchase. See Section t5 —"Certain Conditions of the Offer." After careful consideration, the board of directors (bestuur) of Mobikye (the "Mobileye Board") has unanimously (other than the executive directors, Professor Amnon Shashua and Mr. ZIv Aviram, who abstained, due to potential conflicts of interest) (a) determined that the Purchase Agreement and certain of the transactions contemplated thereby are in the best interests of Mobikye, its business and its shareholders, employees and other relevant stakeholders, and (h) approved and adopted the Purchase Agreement and approved certain of the transactions contemplated thereby. The Mobileye Board recommends that Mobikye shareholders accept the Offer and tender their Shares in the Offer. Furthermore. the Mobileye Board recommends that you vote "for" each of the items that contemplates a vote of Mobileye shareholders at the extraordinary general meeting of Mobikye shareholders (the "ECM"), which will be combined with Mobileye's 2017 annual general meeting of shareholders, scheduled to be held on June 13, 2017, at 3:00 p.m. Central European Time at the Waldorf Astoria Amsterdam, Herengracht 542 — 556, 1017 CC Amsterdam. The Netherlands. At the EGM, Mobileye shareholders will he requested to vote on approval of (a) the Asset Sale (as defined below) and the Liquidation (as defined below), including the appointment of a liquidator of Mobileye effective as of the time of the Liquidation (the "Pre-Wired Asset Sale Revolutions"), (b) certain amendments to Mobileye's articles of association to become effective alter the Offer Closing, including the conversion of Mobileye from a public limited liability company (natuntoze rennootschap or N.V.) to a private limited liability company (besloten vennotaschap met heperke aansprakel4jkheid or B. V.) under Dutch law (the "Conversion Resolution"), (c)