0001104659-22-073574 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification 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”).

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ADMINISTRATIVE SERVICES AGREEMENT dated as of [●], 2022 between Intel Corporation and Mobileye Global Inc.
Administrative Services Agreement • June 22nd, 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.

STOCK COMPENSATION RECHARGE AGREEMENT
Stock Compensation Recharge Agreement • June 22nd, 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 AGREEMENT
Loan Agreement • June 22nd, 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”).

EMPLOYEE MATTERS AGREEMENT BETWEEN INTEL CORPORATION AND MOBILEYE GLOBAL INC. EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • June 22nd, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware

This EMPLOYEE MATTERS AGREEMENT, dated as of June [__], 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 • June 22nd, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware

This Master Transaction Agreement is dated as of [●], 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.

MOBILEYE GLOBAL INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • June 22nd, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
TAX SHARING AGREEMENT by and among INTEL CORPORATION and MOBILEYE GLOBAL INC. Dated
Tax Sharing Agreement • June 22nd, 2022 • Mobileye Global Inc. • Services-prepackaged software • Delaware
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