transaction providing for the acquisition of 100% of the Shares would be appropriate. Intel's and Mobileye's representatives then deferred price discussions until further discussions around the proposed transaction and the structure of the proposed transaction could be addressed between the parties and their respective representatives. On February I. 2017, in order to further discussions of a potential acquisition of Mobileye by Intel. Intel and Mobileye entered into a transaction letter containing exclusivity provisions and a confidentiality agreement (each described in more detail in Section II —"The Purchase Agreement: Other Agreements" under the headings "Transaction Letter" and "Confidentiality Agreement." respectively). From February I. 2017 to February 3. 2017. representatives of Intel and Mobileye corresponded and held conference calls regarding the timing and structure of the proposed transaction. On February 3. 2017. Intel and its legal counsel, its financial advisors, and Bain were given access to a virtual data room containing confidential information about Mobileye. During the following weeks and through March I2. 2017. Intel and its representatives continued their comprehensive evaluation of Mobileye's businesses. operations, and financial performance based on both publicly available information and due diligence materials provided by Mobileye in the virtual data room and engaged in various discussions and meetings regarding Mobileye. During that time period. Skadden. Houthoff. and Yigal also participated in many discussions and meetings with Intel and its other representatives. On February 4. 2017, Skadden delivered an initial draft of the Purchase Agreement to Morrison & Foerster UP, Mobileye's counsel ("Morrison & Foerster") (described in more detail in Section I I —"The Purchase Agreement; Other Agreements.' under the heading "The Purchase Agreement"). The patties exchanged drafts of the Purchase Agreement and other documents thr