Exhibit 4.2


 


August 15, 2013


 


		Re:	Mobileye N.V. Investment Agreement



 


Ladies and Gentlemen:


 


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 with the March 2, 2010 Investment Agreement and the Psagot Investment Agreement the “Investment
Agreements”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Investment
Agreement to which the undersigned Investor is a party.


 


The undersigned, Ziv
Aviram and Amnon Shashua (the “Company Founders”), acknowledge that the agreements and covenants described below
are essential to protect the value of the Company and its business. Therefore, the Company Founders hereby agree with the undersigned
Investor to the following restrictions:


 


1.            Each
of the Company Founders hereby undertakes that, unless otherwise agreed by the Majority Investors, he shall not terminate his employment
by the Company or by the applicable member of the Mobileye Group by whom he is employed until the earlier of (a) the third anniversary
of the closing of an IPO or (b) an Acquisition. As used herein the term “Majority Investors” as of any date
means the holders as of such date of a majority of the issued and outstanding Shares E held by the Investors as of such date (which
majority shall include Goldman Sachs).


 


2.            (a)
Each of the Company Founders shall not (and shall not permit any of his Affiliates to), unless otherwise agreed by the Majority
investors, for a period commencing on the Closing Date and ending on the earlier to occur of (i) an Acquisition and (ii) six months
after the date on which such Company Founder ceases to be employed by the Company or by the applicable member of the Mobileye Group
(the “Restricted Period”), anywhere in the world, directly or indirectly participate or engage, whether as an
agent, director, officer, shareholder, partner, joint venturer, investor, consultant, employee, advisor or otherwise, in any business
or any entity that is actively engaged in any business, that competes directly or indirectly with the business of the Company or
any other member of the Mobileye Group, other than on behalf of the Company or its Affiliates; provided, however,
that the Company Founders, in the aggregate, may own equity


 




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securities of a public
company in an amount not to exceed 2% of the issued and outstanding equity securities of such company.


 


(b) Each of the Company
Founders acknowledges that the value to the undersigned Investor of the transactions contemplated by the Investment Agreement would
be substantially diminished if such Company Founder or any of his Affiliates were to solicit the employment of or employ any current
employee, officer or director of the Company or any member of the Mobileye Group, or any person that was an employee, officer or
director of any of the foregoing at any time in the six-month period prior to the date of this Agreement through the commencement
of the Restricted Period (such person a “Covered Employee”). Accordingly, during the Restricted Period, such
Founder shall not, directly or indirectly, and shall not permit any of his Affiliates to, unless otherwise agreed by the Majority
Investors, solicit the employment of or employ (whether as an employee, consultant, advisor or otherwise) any Covered Employee.


 


(c) Each Company Founder
agrees that a monetary remedy for a breach of the agreements set forth in paragraph (a) or (b) of this Section 2 will be inadequate
and impracticable and further agrees that such a breach would cause irreparable harm, and that the Majority Investors shall be
entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach,
each Company Founder agrees that the Majority Investors shall be entitled to such injunctive relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions as a court of competent jurisdiction shall determine.


 


(d) If any provision
of this Section 2 is invalid in part, it shall be curtailed, as to time, location or scope, to the minimum extent required for
its validity under applicable Law and shall be binding and enforceable with respect to the Company Founders as so curtailed.


 


(e) In the event that
the employment of a Company Founder is terminated by the Company or the Mobileye Group, as applicable, without cause or such Company
Founder terminates his employment by the Company or the Mobileye Group, as applicable, for “Good Reason” as defined
under Israeli law, the provisions set forth in paragraphs (a) and (b) of this Section 2 shall become null and void and cease to
have any force or effect.


 


3.            Until
the earlier of (a) the closing of an IPO or (b) an Acquisition, neither the Company Founders nor any Permitted Transferee of either
of them may sell any Shares A or ordinary shares (other than any ordinary shares acquired by a Company Founder from unaffiliated
shareholder), held, directly or indirectly (including through any sale or transfer of any interest in Mobileye Trust Company Ltd.),
until the undersigned Investor has been given the opportunity, exercisable within 20 days from the date that such Founder has provided
written notice of the proposed sale and the terms thereof (the “Founder Notice”), to sell to the proposed transferee
(the “Acquirer”), upon the same terms and conditions offered to the Company Founder and any Permitted Transferee
up to the undersigned Investor’s Co-Sale Pro Rata Share of those direct or indirect Shares (the “Offered Shares”),
proposed to be sold by the Company Founders. If the undersigned Investor fails to notify the Company Founder within 20 days after
receipt of the Founder Notice of its intent to sell Shares to the Acquirer pursuant to this Section 3, the undersigned Investor
will be deemed to have waived its rights under this provision. Any sale


 




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made pursuant to this
provision shall be consummated within 60 days after the 20-day period has expired and will be conditioned upon the agreement of
the Acquirer that the Acquirer will purchase the undersigned Investor’s Co-Sale Pro Rata Share of the Offered Shares from
the undersigned Investor (to the extent the undersigned Investor elects to exercise its rights hereunder). For purposes of this
Section 3, the undersigned Investor’s “Co-Sale Pro Rata Share” shall mean the ratio that (i) the number
of Shares E then held by the undersigned Investor bears to (ii) the sum of (x) the number of outstanding shares of the Company
having substantially similar co-sale rights plus (y) the number of Shares A and ordinary shares then held by the applicable
Company Founder or Company Founders and Permitted Transferees. This co-sale right shall not apply to any transfer to any spouse,
immediate family member, or lineal ancestor or descendant, or any trust or other entity created and existing solely for the benefit,
directly or indirectly, of a Company Founder or in connection with a bona fide gift by the Company Founder (a “Permitted
Transferee”). Any Permitted Transferee, as a condition to such transfer, shall agree to be bound by the terms of this
Section 3.


 


4.          Each
Company Founder severally agrees that, to the extent requested in writing by a managing underwriter of the IPO effected by the
Company for its own account, he will not sell, transfer or otherwise dispose of, directly or indirectly (including through sale
or transfer of any interests in Mobileye Trust Company Ltd.), including any sale pursuant to Rule 144 under the United States Securities
Act of 1933, as amended, any Shares, or any other equity security of the Company or any security convertible into or exchangeable
or exercisable for any equity security of the Company or any securities of the Company held directly or indirectly by him (other
than as part of such IPO) during the time period reasonably requested by the managing underwriter, which period shall not exceed
90 days (or 180 if required by the managing underwriter) (the “Lock-up Period”); provided that, in accordance
with the proviso in Section 3.8(a) of the Global Registration Rights Agreement, dated on or about the date hereof, among the Company,
the Investors and certain other parties, if shareholders are released early from the Lock-up Period, the Company Founders shall
be entitled to a release on the same terms.


 


5.          The
undersigned Investor acknowledges that the Company has advised such Investor that other Company shareholders have similar rights
to those set forth in this Agreement.


 


6.          The
rights or obligations of the undersigned Investor under this Agreement may be assigned by the Investor in the same way and on the
same terms as are set forth in Section 14.12 of the Investment Agreement to which the undersigned Investor is a party.


 


7.          This
Agreement shall be governed by and interpreted in accordance with the laws of the State of Israel without giving effect to the
principles of conflict of laws.


 


8.          Any
notice, declaration or other communication required or authorized to be given (and shall be deemed to have been duly given upon
receipt) by any party under this Agreement to the other party shall be in writing and shall be personally delivered, sent by facsimile
transmission (with a copy by ordinary mail in either case) or dispatched by courier addressed to the other party at the address
stated below or such other address as shall be specified by the parties hereto by notice in accordance with the provisions of this
Section 5.


 


Addresses for the purposes of this section
are as follows:


 




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If to Ziv Aviram:


 





If to Amnon Shashua:


 


 





With a copy to:


 


Van Campen Liem

J.J. Viottastraat 52

1071 JT Amsterdam

The Netherlands

Attention: Thomas W. Mitchell, Esq.


 


If to the Investor


 


The address for notices under the
Investment Agreement to which the undersigned Investor is a party


 


9.           This
Agreement expresses the entire agreement between the parties with respect to the specific subject matter of this Agreement and
it hereby cancels all representations, agreements, negotiations, understandings, offers and all other correspondence between the
parties, whether in writing or orally, relating to such specific matter.


 




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	Sincerely,
	 
	/s/ Ziv Aviram
	Ziv Aviram	 
	 
	/s/ Amnon Shashua
	Amnon Shashua	 


 




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