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EFTA01383764

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To the best knowledge of Purchaser and Intel. except for certain pre-existing agreements described in the Schedule 14D-9. no employment, equity contribution, or other agreement. arrangement or understanding between any executive officer or director of Mobileye, on the one hand. and Intel. Purchaser or Mobileye. on the other hand, existed as of the date of the Purchase Agreement, and the Offer is not conditioned upon any executive officer or director of Mobileye entering into any such agreement. arrangement or understanding. It is possible that, in addition to the Employment Agreement Addendum, certain members of Mobileye's current management team will enter into new employment arrangements with Mobileye after the completion of the Offer and the transactions contemplated by the Purchase Agreement. Such arrangements may include the right to purchase or participate in the equity of Intel or its affiliates. There can be no assurance that any parties will reach an agreement on any terms. or at all. 13. Certain Effects of the Offer. Market for the Shares. The purchase of Shafts pursuant to the Offer will reduce the number of Mobileye shareholders and the number of Shares that might otherwise trade publicly, which could adversely affect the liquidity and market value of the remaining Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for, or marketability of, the Shares or whether such reduction would cause future market prices to be greater or less than the Offer Consideration. In addition, you should be aware that, after amendment of Mobileye's articles of association, effective as of the Offer axing, pursuant to the Conversion Resolutions proposed to be approved at the ECM. record ownership of Mobileye shares can only be transferred pursuant to a notarial deed executed before a Dutch notary. which will require compliance by the tran

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