Mobileye Global Inc. [●] shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software • New York
Mobileye Global Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
MOBILEYE GLOBAL INC. as the Company and [__] as Trustee Subordinated Indenture Dated as of ____________ __, 20__Subordinated Indenture • March 14th, 2024 • Mobileye Global Inc. • Services-prepackaged software • New York
WHEREAS, the Company has duly authorized the issue from time to time of its subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
MOBILEYE GLOBAL INC. as the Company and [__] as Trustee Senior Indenture Dated as of ____________ __, 20__Senior Indenture • March 14th, 2024 • Mobileye Global Inc. • Services-prepackaged software • New York
WHEREAS, the Company has duly authorized the issue from time to time of its senior debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
Mobileye Global Inc. [•] shares of Class A Common Stock Underwriting AgreementUnderwriting Agreement • June 5th, 2023 • Mobileye Global Inc. • Services-prepackaged software
The stockholder named in Schedule II hereto (the “Selling Stockholder”) of Mobileye Global Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of Class A common stock, par value $0.01 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares.”
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 22nd, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
THIS AGREEMENT is entered into, effective as of [EFFECTIVE DATE], between MOBILEYE GLOBAL INC., a Delaware corporation (the “Company”) and [INDEMNITEE] (“Indemnitee”).
ADMINISTRATIVE SERVICES AGREEMENT dated as of [●], 2022 between Intel Corporation and Mobileye Global Inc.Administrative Services Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software
This Administrative Services Agreement is dated as of [●], 2022 (the “Effective Date”) by and between Mobileye Global Inc., a Delaware corporation (“Mobileye”), and Intel Corporation, a Delaware corporation (“Intel”). Mobileye and Intel are sometimes referred to herein separately as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.
LIDAR PRODUCT COLLABORATION AGREEMENTLidar Product Collaboration Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software
This LiDAR Product Collaboration Agreement (the “Agreement”) is entered into as of the date of the last signature to it and is effective as of October 25th 2022 (“Effective Date”) between Intel Corporation, a company established and existing under the laws of Delaware and the United States (“Intel”), and Mobileye Vision Technologies Ltd., a company established and existing under the laws of Israel (“Mobileye”). Intel and Mobileye are each a “party” to this Agreement and, collectively, the “parties.”
Execution Copy AGREEMENT BETWEEN INTEL CORPORATION AND INTEL SUBSIDIARIES This agreement ("Agreement"), dated March 4, 2014 ("Agreement Date"), is made by Intel Corporation, a Delaware corporation ("Intel") and each of the entities as listed on the...Agreement Between Intel Corporation and Intel Subsidiaries • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
STOCK COMPENSATION RECHARGE AGREEMENTStock Compensation Recharge Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software • California
This Stock Compensation Recharge Agreement (this “Agreement”) is by and between Intel Corporation (“Intel”), a corporation organized under the laws of Delaware, and each of its subsidiaries listed as executing this Agreement on the signature page and in Annex B (each a “Subsidiary” and collectively the “Subsidiaries”). This Agreement is effective as of the effective date specified with respect to each Subsidiary on the signature page or in Annex B (the “Effective Date”). Intel and the Subsidiaries are each referred to as a “Party” and are collectively referred to as the “Parties.”
LOAN AGREEMENTLoan Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software • New York
LOAN AGREEMENT, dated as of April 21, 2022 (this “Agreement”), between Intel Overseas Funding Corporation, a Delaware corporation (the “Lender”), and Cyclops Holdings Corporation, a Delaware corporation (the “Borrower”).
MOBILEYE VISION TECHNOLOGIES LTD. EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software
This Employment Agreement is effective as of 05/02/2017 (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 Nimrod Nehushtan (I.D. Number 302665583) an individual whose address at 21/5 Shimon Ha'Tarsi St., Tel-Aviv, 6249224 (the "Employee").
TECHNOLOGY AND SERVICES AGREEMENTTechnology and Services Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software
This Technology and Services Agreement (the “Agreement”) is entered into as of the date of the last signature to it and is effective as of October 25th 2022 (“Effective Date”) between Intel Corporation, a company established and existing under the laws of Delaware and the United States (“Intel”), and Mobileye Vision Technologies Ltd., a company established and existing under the laws of the State of Israel (“Mobileye”). Intel and Mobileye are each referred to in this Agreement as a “party” and, collectively, the “parties.”
EMPLOYEE MATTERS AGREEMENT BETWEEN INTEL CORPORATION AND MOBILEYE GLOBAL INC.Employee Matters Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software • Delaware
This EMPLOYEE MATTERS AGREEMENT, dated as of October 25, 2022, is between Intel Corporation, a Delaware corporation (“Intel”), and Mobileye Global Inc., a Delaware corporation (“Mobileye,” with each of Intel and Mobileye a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Master Transaction Agreement.
MASTER TRANSACTION AGREEMENT between INTEL CORPORATION and MOBILEYE GLOBAL INC.Master Transaction Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software • Delaware
This Master Transaction Agreement is dated as of October 25, 2022, between Intel Corporation, a Delaware corporation (“Intel”), and Mobileye Global Inc., a Delaware corporation (“Mobileye,” with each of Intel and Mobileye a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VIII hereof.
SHARE & Note sale and purchase agreementShare & Note Sale and Purchase Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software
CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • October 18th, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
This CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [●], 2022, is entered into by and between Intel Overseas Funding Corporation, a Delaware corporation (“Parent”), Mobileye Global Inc., a Delaware corporation (“Subsidiary”), and Cyclops Holdings Corporation, a Delaware corporation (the “Contributed Company”).
ADMINISTRATIVE SERVICES AGREEMENT dated as of October 25, 2022 between INTEL CORPORATION and MOBILEYE GLOBAL INC.Administrative Services Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software
This Administrative Services Agreement is dated as of October 25, 2022 (the “Effective Date”), by and between Mobileye Global Inc., a Delaware corporation (“Mobileye”), and Intel Corporation, a Delaware corporation (“Intel”). Mobileye and Intel are sometimes referred to herein separately as a “Party” and together as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Article I hereof.
MOBILEYE GLOBAL INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
TAX SHARING AGREEMENT by and among INTEL CORPORATION and MOBILEYE GLOBAL INC. Dated October 25, 2022Tax Sharing Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software • Delaware
THIS TAX SHARING AGREEMENT (this “Agreement”) dated as of October 25, 2022, by and among Intel Corporation, a Delaware corporation (“Intel”), and Mobileye Global Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Intel (“Mobileye”), is entered into in connection with the IPO (as defined below).
MOBILEYE GLOBAL INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 22nd, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • March 9th, 2023 • Mobileye Global Inc. • Services-prepackaged software • Delaware
This CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of October 25, 2022, is entered into by and between Intel Overseas Funding Corporation, a Delaware corporation (“Parent”), Mobileye Global Inc., a Delaware corporation (“Subsidiary”), and Cyclops Holdings Corporation, a Delaware corporation (the “Contributed Company”).
MOBILEYE GLOBAL INC. 2022 EQUITY INCENTIVE PLAN OPTION AGREEMENTOption Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
CONTRIBUTION AND SUBSCRIPTION AGREEMENTContribution and Subscription Agreement • September 30th, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
This CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of [●], 2022, is entered into by and between Intel Overseas Funding Corporation, a Delaware corporation (“Parent”), Mobileye Global Inc., a Delaware corporation (“Subsidiary”), and Cyclops Holdings Corporation, a Delaware corporation (the “Contributed Company”).
AMENDED AND RESTATED TAX SHARING AGREEMENT by and among INTEL CORPORATION and MOBILEYE GLOBAL INC. Dated August 14, 2024Tax Sharing Agreement • October 31st, 2024 • Mobileye Global Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED TAX SHARING AGREEMENT (this “Agreement”) dated as of August 14, 2024, is entered into by and among Intel Corporation, a Delaware corporation (“Intel”), and Mobileye Global Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Intel (“Mobileye”).
TAX SHARING AGREEMENT by and among INTEL CORPORATION and MOBILEYE GLOBAL INC. DatedTax Sharing Agreement • June 22nd, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
