Exhibit 10.8


 


CONTRIBUTION AND SUBSCRIPTION AGREEMENT


 


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”).


 


WHEREAS, Subsidiary is a direct, wholly owned subsidiary
of Parent;


 


WHEREAS, Parent directly owns one hundred percent
(100%) of the equity interests (collectively, the “Cyclops Shares”) in the Contributed Company;


 


WHEREAS, the Contributed Company and Parent are
currently parties to a Loan Agreement dated April 21, 2022 (a copy of which is attached hereto as Exhibit A) (the “Loan
Agreement”), pursuant to which the Contributed Company is indebted to Parent;


 


WHEREAS, Parent and Subsidiary desire to enter
into this Agreement in order for (i) Parent to contribute, and Subsidiary to receive, all of Parent’s right, title and interest
in, to and under the Cyclops Shares, and (ii) Parent to contribute, and Subsidiary to receive, Parent’s rights and obligations
with respect to an amount of principal equal to the Contributed Amount (as defined below), together with accrued interest thereon, owing
from the Contributed Company pursuant to the Loan Agreement, in each case, in the form of a contribution on existing capital;


 


WHEREAS, the Subsidiary is undertaking an initial
public offering of shares of the Subsidiary’s Class A common stock, par value $0.01 per share (the “Common Stock”),
and, in connection therewith, is entering into an Underwriting Agreement, dated the date hereof (the “Underwriting Agreement”),
by and between the Subsidiary and the Representatives, which Underwriting Agreement provides for the option by the Underwriters (as defined
in the Underwriting Agreement) to purchase from the Subsidiary up to a specified number of additional shares of the Subsidiary’s
Common Stock (the “Option Shares”) during a period of thirty (30) days after the date of the Underwriting Agreement
(the “Option Period”); and


 


WHEREAS, the parties hereto intend, for U.S. federal
income tax purposes, for the Contribution (defined below) to be treated as an exchange within the meaning of Section 351(a) of
the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, subject to
the application of Section 357 of the Code (the “Intended Tax Treatment”).


 


NOW, THEREFORE, in consideration of the foregoing
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


CONTRIBUTION
and Issuance


 


Section 1.01            Contribution.
Upon the terms and subject to the conditions of this Agreement, (i) Parent hereby conveys, assigns, transfers and delivers to
Subsidiary all of Parent’s right, title and interest in, to and under the Cyclops Shares, effective as of the date hereof,
such that the Contributed Company becomes a direct, wholly owned subsidiary of Subsidiary, and (ii) Parent hereby conveys,
assigns, transfers and delivers to Subsidiary all of Parent’s rights and obligations under the Loan Agreement with respect to
the Contributed Amount, and accrued interest thereon, collectively as a contribution on
existing capital in exchange for the Subsidiary Shares (as defined below) (the “Contribution”). The conveyance,
assignment, transfer and delivery of the Cyclops Shares shall be effected by delivery of any additional documents that are necessary
to transfer the Cyclops Shares to Subsidiary. As used herein, “Contributed Amount” means (i) on the date
hereof, $[●] in principal amount, and (ii) upon the expiration of the Option Period, an additional amount of principal,
if any, equal to (A) the then remaining principal amount under the Loan Agreement upon the expiration of the Option Period less
(b) the product of (x) the Underwriters’ purchase price per share as set forth in the Underwriting Agreement, and
(y) the number of Option Shares purchased by the Underwriters pursuant to the Underwriting Agreement during the Option
Period.


 






     


     


    

 


Section 1.02            Acceptance.
Subsidiary does hereby irrevocably accept the conveyance, assignment, transfer and delivery of all of Parent’s right, title and
interest in, to and under the Cyclops Shares from Parent and all of Parent’s rights and obligations under the Loan Agreement with
respect to the Contributed Amount and accrued interest thereon.


 


Section 1.03            Issuance
of Subsidiary Shares. As consideration for the contribution set forth in Section 1.01, Subsidiary hereby issues and delivers,
or causes to be issued and delivered, and Parent hereby accepts from Subsidiary such issuance and delivery of, 749,999,900 shares of Class B
Common Stock, par value $0.01 per share, of Subsidiary (“Subsidiary Shares”), free and clear of all liens.


 


Section 1.04            Impact
on Loan Agreement. By reason of the Contribution, Parent, Subsidiary and the Contributed Company acknowledge and agree that Parent
shall retain its rights and obligations with respect to U.S. $3,500,000,000, plus accrued PIK Interest (as defined in the Loan Agreement)
thereon, less the Contributed Amount of principal, together with accrued interest thereon, under the Loan Agreement, and shall continue
to be treated as the Lender (as defined in the Loan Agreement) with respect thereto, and Subsidiary shall be treated as the Lender with
respect to the Contributed Amount and accrued interest thereon, and Parent shall have no rights or obligations under the Loan Agreement
with respect to the Contributed Amount. Except as set forth above, the Loan Agreement shall continue in full force and effect. The Contributed
Company hereby acknowledges and agrees that it will make all payments in respect of the Contributed Amount and accrued interest thereon
to the bank account(s) designated by the Subsidiary.


 


ARTICLE II


 


Representation
and Warranties


 


Section 2.01            Representations
and Warranties of Parent.


 


(a)            Organization;
Authorization. Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement
has been duly and validly authorized by all necessary company action and has been duly and validly executed and delivered by Parent and
constitutes the valid and binding obligation of Parent, enforceable against it in accordance with its terms.


 


(b)            Non-Contravention.
Except for applicable filings under federal and state securities laws, the execution and delivery of this Agreement by Parent and the
consummation of the transactions contemplated hereby or thereby do not require Parent to file any notice, report or other filing with,
or to obtain any consent, registration, approval, permit or authorization of or from, any governmental or regulatory authority of the
United States, any State thereof or any foreign jurisdiction, and do not constitute a breach or violation of, or a default under, any
provision of any mortgage, lien, lease, agreement, license, instrument, law, regulation, order, arbitration, award, judgment or decree
to which Parent is a party or by which its property is bound, in any such case which could prevent, materially delay or materially burden
the transactions contemplated by this Agreement.


 






    	 	2	 



     


    

 


(c)            Title
to Cyclops Shares. Parent represents and warrants that it owns, beneficially and of record, and has valid title to, and the right
to transfer to Subsidiary, all of the Cyclops Shares, free and clear of all liens, and Subsidiary shall acquire, and have valid title
to, the Cyclops Shares, free and clear of all liens. No person has any written or oral agreement, arrangement or understanding or option
for, or any right or privilege (whether by law, preemption or contract) that is or is capable of becoming an agreement, arrangement or
understanding or option for, the purchase or acquisition from Parent of any of the Cyclops Shares.


 


Section 2.02            Representations
and Warranties of Subsidiary.


 


(a)            Organization;
Authorization. Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement
has been duly and validly authorized by all necessary company action and has been duly and validly executed and delivered by Subsidiary
and constitutes the valid and binding obligation of Subsidiary, enforceable against it in accordance with its terms.


 


(b)            Non-Contravention.
Except for applicable filings under federal and state securities laws, the execution and delivery of this Agreement by Subsidiary and
the consummation of the transactions contemplated hereby or thereby do not require Subsidiary to file any notice, report or other filing
with, or to obtain any consent, registration, approval, permit or authorization of or from, any governmental or regulatory authority of
the United States, any State thereof or any foreign jurisdiction, and do not constitute a breach or violation of, or a default under,
any provision of any mortgage, lien, lease, agreement, license, instrument, law, regulation, order, arbitration, award, judgment or decree
to which Subsidiary is a party or by which its property is bound, in any such case which could prevent, materially delay or materially
burden the transactions contemplated by this Agreement.


 


(c)            Issuance
of Subsidiary Shares. Upon issuance of the Subsidiary Shares to Parent, such Subsidiary Shares will represent duly authorized, validly
issued, fully paid and non-assessable shares of Class B Common Stock of Subsidiary and Parent shall be the record owner of such Subsidiary
Shares.


 


ARTICLE III


 


FURTHER
ASSURANCES


 


Section 3.01            Each
of the parties hereto shall execute and deliver such additional documents, instruments, conveyances and assurances, and take such further
actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.


 


ARTICLE IV


 


MISCELLANEOUS


 


Section 4.01            Entire
Agreement. This Agreement constitutes the sole and entire agreement of the parties hereto with respect to the subject matter contained
herein, and supersedes all prior and contemporaneous understandings, representations and warranties and agreements, both written and oral,
with respect to such subject matter.


 






    	 	3	 



     


    

 


Section 4.02            Tax
Treatment. The parties hereto agree to file any tax returns and shall otherwise take all tax and financial reporting positions in
a manner consistent with and actions necessary to obtain the Intended Tax Treatment, unless otherwise required by a final determination
within the meaning of Section 1313 of the Code (or any comparable provisions of state, local or non-U.S. law).


 


Section 4.03            Severability;
Amendment and Waiver.


 


(a)            Whenever
possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable
in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.


 


(b)            This
Agreement may be amended, and the terms hereof may be waived, only by a written instrument signed by each of the parties hereto or, in
the case of a waiver, by the party hereto waiving compliance.


 


(c)            No
delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any waiver on the part of any party hereto of any right, power or privilege, nor any single or partial exercise of any such right, power
or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.


 


Section 4.04            No
Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto, and no provision of this Agreement shall
be deemed to confer upon any third party any remedy, claim, liability, reimbursement, cause of action or other right.


 


Section 4.05            Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by
operation of law or otherwise by any of the parties hereto without the prior written consent of the other party, and any such assignment
that is not consented to shall be null and void.


 


Section 4.06            Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns.


 


Section 4.07            Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect
to the conflict of law principles thereof.


 


Section 4.08            Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 


Section 4.09            Counterparts.
This Agreement may be executed in two or more counterparts (which may be delivered by facsimile or similar electronic transmission). Each
counterpart when so executed and delivered shall be deemed an original, and all such counterparts taken together shall constitute one
and the same instrument.


 





[Signature Page Follows]


 






    	 	4	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement effective as of the date first written above.


 


	 	Intel Overseas Funding Corporation
	 	 
	 	By:	                    
	 	Name:
	 	Title:
	 	 
	 	 
	 	Mobileye Global Inc.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	Cyclops Holdings Corporation
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Contribution and Subscription
Agreement]