EFTA Document EFTA01380328

of the Purchase Agreement and prior to the Expiration Time. that has not arisen as a result of any actions taken by Mobileye in breach of the Purchase Agreement, which causes the Mobileye Board to determine in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to make an Adverse Recommendation Change would be inconsistent with Mobileye's directors' fiduciary duties under the laws of The Netherlands. provided that in no event will the receip