Mobileye N.V. Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • July 28th, 2014 • Mobileye N.V. • Services-prepackaged software

This Employment Agreement, dated as of July 24, 2014, is between Mobileye Vision Technologies Ltd., a private limited liability company incorporated under the laws of the State of Israel, whose address is 13 Hartom Street, Jerusalem, Israel (the “Company”), and Ziv Aviram, with the ID number and address set forth on the signature page hereto (“Executive”).

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MOBILEYE VISION TECHNOLOGIES LTD. EMPLOYMENT AGREEMENT
Employment Agreement • June 25th, 2014 • Mobileye N.V. • Services-prepackaged software

This Employment Agreement is effective as of October 14th, 2003 (the “Effective Date”), by and between MobilEye Vision Technologies Ltd., an Israeli company with its principal offices at 10 Hartum st., Jerusalem, Israel (the “Company”), and Itay Gat (I.D. Number 022009286) an individual (the “Employee”).

PURCHASE AGREEMENT dated as of March 12, 2017 by and among INTEL CORPORATION, CYCLOPS HOLDINGS, INC. and MOBILEYE N.V.
Purchase Agreement • March 14th, 2017 • Mobileye N.V. • Services-prepackaged software • Delaware

This PURCHASE AGREEMENT (this “Agreement”), dated as of March 12, 2017, is entered into by and among Mobileye N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the “Company”), Intel Corporation, a Delaware corporation (“Parent”), and Cyclops Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Buyer”).

MOBILEYE VISION TECHNOLOGIES LTD. EMPLOYMENT AGREEMENT
Employment Agreement • October 4th, 2016 • Mobileye N.V. • Services-prepackaged software

This Employment Agreement is effective as of 1/10/2016 (the “Effective Date”), by and between Mobileye Vision Technologies Ltd., an Israeli company with its principal offices at 13 Hartum st., Jerusalem, Israel (the “Company”), and Erez Dagan (I.D. Number 34213355) an individual whose address at Ezra Hasofer 15 Tel Aviv (the “Employee”).

Contract
Purchase Agreement • July 28th, 2014 • Mobileye N.V. • Services-prepackaged software

*** Represents material that has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended.

Contract
Manufacturing Agreement • June 25th, 2014 • Mobileye N.V. • Services-prepackaged software • Guangdong

*** Represents material that has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.

Unprotected Lease Agreement
Unprotected Lease Agreement • July 28th, 2014 • Mobileye N.V. • Services-prepackaged software

Mobileye Vision technologies Ltd Incorporation Number: 51- 2700436 Address: Hartoom 12, Har Hotzvim Jerusalem (Hereinafter “the Tenant”)

Mobileye N.V. Ordinary Shares Form of Underwriting Agreement
Underwriting Agreement • July 28th, 2014 • Mobileye N.V. • Services-prepackaged software • New York

If the Undersigned is an officer or director of the Company, (i) Goldman, Sachs & Co. agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of the Undersigned’s Shares, Goldman, Sachs & Co. will notify the Company of the impending release or waiver, and (ii) the Company agrees to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by Goldman, Sachs & Co. hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the d

Addendum to Employment Agreement
Employment Agreement • March 14th, 2017 • Mobileye N.V. • Services-prepackaged software

This Addendum (the “Addendum”) is made and entered into this March 12, 2017 by and between Mobileye Vision Technologies Ltd. (the “Company”) and Prof. Amnon Shashua (“Executive”).

Mobileye N.V. Krooswijkhof 89 The Netherlands
Mobileye N.V. • June 25th, 2014 • Services-prepackaged software

Reference is made to the several Secondary Shares Agreements (collectively, the “Secondary Shares Agreement”) made on June 28, 2013 by and among Driving Momentum B.V., a private limited liability company incorporated under the laws of the Netherlands and having its principal place of business at Krooswijkhof 89, 1082 PB, Amsterdam, The Netherlands (“Newco”), Mobileye N.V., a limited liability company incorporated under the laws of the Netherlands and having its principal place of business at the Krooswijkhof 89, 1082 PB, Amsterdam, The Netherlands (the “Company”), Vivian Fransman (for purposes of Sections 3.24.3 and 5.4.3 thereof only) and each of the Shares F Investors identified on Schedule A hereto (the “Investors”) and the Primary Investment Agreement (the “Primary Investment Agreement”), made on June 28, 2013 by and among the Company and the investor specified on Schedule A hereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in

Contract
Global Registration Rights Agreement • June 25th, 2014 • Mobileye N.V. • Services-prepackaged software • New York

Global Registration Rights Agreement, made on August 19, 2013 by and among Mobileye N.V., a limited liability company incorporated under the laws of the Netherlands and having its office address at Krooswijkhof 89, 1082 PB Amsterdam, the Netherlands (the “Company”), and the Investors identified on Schedule A hereto (the “Investors”).

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • July 28th, 2014 • Mobileye N.V. • Services-prepackaged software

INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of ____________, 2014, is made by and between Mobileye N.V., a Dutch limited liability company (naamloze vennootschap) (the “Company”), and _____________ (“Indemnitee”)

Mobileye N.V. Ordinary Shares Form of Underwriting Agreement
Underwriting Agreement • March 16th, 2015 • Mobileye N.V. • Services-prepackaged software • New York
Valeo and Mobileye sign a unique technology cooperation agreement
Mobileye N.V. • March 11th, 2015 • Services-prepackaged software

JERUSALEM, Israel and PARIS, France – March 11, 2015 – Mobileye N.V. (NYSE: MBLY), the global leader in front-facing camera based driving assistance systems, and Valeo (PAR: VLOF.PA), world leader in driving assistance systems and specifically laser scanner technology, have joined forces to combine Mobileye’s EyeQ® family of microprocessors and computer vision algorithms with Valeo’s strong driving assistance sensor portfolio.

Terms of Agreement Valeo – Mobileye
Terms of Agreement • March 16th, 2015 • Mobileye N.V. • Services-prepackaged software • London

Parties VALEO Schalter und Sensoren GmbH, a company organized and existing under the laws of Germany, the registered office of which is at Laiernstraße 12, 74321 Bietigheim-Bissingen, Germany, Represented by Mr. Stiv Smudja and Mr. Jens Haelker Hereinafter referred to as « Valeo », AND: Mobileye Vision Technologies Ltd., a company organized and existing under the laws of Israel, the registered office of which Office is at Har Hotzvim, 13 Hartom St. Jerusalem, Israel, Represented by Mr. Amnon Shashua Hereinafter referred to as “Mobileye” Collectively the “Parties”

EMPLOYMENT AGREEMENT
Employment Agreement • May 5th, 2016 • Mobileye N.V. • Services-prepackaged software • New York

This Employment Agreement, dated as of April 1, 2016, is between Mobileye, Inc., a technology company incorporated in the United States, whose address is 99 Jericho Turnpike, Suite 203, Jericho, New York 11753 (the “Company”), and Mr. Dan Galves, with the address set forth on the signature page hereto (“Executive”).

Re: Mobileye N.V. Investment Agreement
Mobileye N.V. • June 25th, 2014 • Services-prepackaged software

Reference is made to (i) the Investment Agreement, dated March 2, 2010 (the “March 2, 2010 Investment Agreement”), between Mobileye N.V. (the “Company”), Goldman Sachs Investment Partners Holdings (Lux) Offshore s.a.r.l (“Goldman Sachs Luxco”), Goldman Sachs MBEYE Investors, L.P. (“Goldman Sachs MBEYE”; together with Goldman Sachs Luxco “Goldman Sachs”), and each of the investors listed in Schedule I thereto (the “March 2, 2010 Other Investors”), (ii) the Investment Agreement dated January 16, 2011, between the Company and Psagot Provident Funds Ltd, acting on behalf of the investment accounts listed in Schedule I thereto (“Psagot”) (the “Psagot Investment Agreement”) and (iii) the Investment Agreement, dated January 31, 2011, between the Company and Catalyst Private Equity Partners (Israel) II, L.P. (“Catalyst”; together with Goldman Sachs, the March 2, 2010 Other Investors and Psagot collectively the “Investors” and each an “Investor”) (the “Catalyst Investment Agreement”; together w

Addendum to the Unprotected Lease Agreement
Unprotected Lease Agreement • January 21st, 2015 • Mobileye N.V. • Services-prepackaged software

Whereas: The Lessor and the Tenant signed on January 31, 2008 an Unprotected Lease Agreement including Appendices (among others Appendix A' (Amendments to the Agreement's Appendix), relating to the Lease located at Hartom 13, Har Hotzvim, Jerusalem (Hereinafter together: "The Lease Agreement"); And additionally, the parties signed Addendums to the Lease Agreement, on July 27, 2009, January 15, 2012, October 23, 2012 and June 30, 2014, in which the Lessor leased to the Tenant additional spaces in the Building ("Addendums to the Lease Agreement");

Contract
Mobileye N.V. • July 9th, 2014 • Services-prepackaged software • Guangdong

*** Represents material that has been omitted and will be filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933, as amended.

Amendment #1 of Employment Agreement
Of Employment Agreement • June 1st, 2017 • Mobileye N.V. • Services-prepackaged software

This amendment #1 (“Amendment”) is entered into on June 1, 2017 by and between Ofer Maharshak (“Executive”) and Mobileye N.V. a company incorporated under the laws of the Netherlands with head offices at 13 Hartom Street, Jerusalem (“Company”), Israel, hereinafter together the “Parties”.

Amendment #1 of Employment Agreement
Employment Agreement • June 1st, 2017 • Mobileye N.V. • Services-prepackaged software

This amendment #1 is entered into on June 1, 2017 by and between Ziv Aviram (the “Executive”) and Mobileye Vision Technologies Ltd. a private limited liability company incorporated under the laws of the State of Israel with head offices at 13 Hartom Street, Jerusalem, Israel (the “Company”), hereinafter together the “Parties”.

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