Exhibit 10.12


 


*** Represents material that has been omitted
and will be filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under
Rule 406 of the Securities Act of 1933, as amended.


 


MANUFACTURING AGREEMENT


 


KNOW ALL MEN BY THESE PRESENTS:


 


A This Manufacturing Agreement
(collectively with appendices and other documents incorporated herein, the “Agreement”) is entered into this 29 day
of January, 2013, by and between:


 


Golden Vast Macao Commercial Offshore
Limited a corporation organized and existing under the laws of Macau having office and place of business at Avenida da Praia Grande,
No 401-415 Edif. China Law, 16 andar, B, Macau, Tel: (853) 28356751, Fax: (853) 28355930, represented by their duly authorized
officer Tony Tan;


 


(hereinafter referred to as “SUPPLIER”)


 


- and -


 


MOBILEYE TECHNOLOGIES LIMITED, Greg
Tower, 7 Florinis Street, P.O. Box 24854, Nicosia 1034, Cyprus Tel: +357 22 664465, Fax: +357 22 664440 (hereinafter referred to
as “Mobileye”) ____________________________


 


(each, a “Party”, and
together, the “Parties”)


 


WITNESSETH that: —


 


WHEREAS, it is the intention
and objective of Mobileye and SUPPLIER to establish a long-term manufacturing agreement whereby Mobileye will subcontract certain
of its manufacturing requirements to SUPPLIER; and


 


WHEREAS, SUPPLIER is an
experienced electronics manufacturer and manufacturing services provider, and has the ability, knowledge and desire to provide
its services to Mobileye in the manner set forth herein;


 


NOW, THEREFORE, for and
in consideration of the foregoing and of the mutual covenants herein stipulated, the Parties hereby agree as follows:


 


ARTICLE
1

DEFINITION OF TERMS


 


In addition to the other terms defined elsewhere
in this Agreement, the following terms shall have the specific meanings as respectively hereinafter defined:


 


“Approved Manufacturer”
means any third party approved by Mobileye to manufacture components for Mobileye.


 




    	1



    	 



    

  


“Audit” means
a review by Mobileye, its Affiliates or their appointed representatives of SUPPLIER’s, or its Sub-Contractors, processes,
procedures, and documents as described in this Agreement.


 


“Components”
means raw materials or individual components of Products used in connection with the manufacture and repair of Products according
to a list provided by or approved in advance in writing, by Mobileye.


 


“Consigned Equipment”
means any tooling, jigs, dies, gauges, fixtures, molds, patterns, equipment, supplies, materials and other items paid for or supplied
by Mobileye and used in connection with SUPPLIER’S performance hereunder.


 


“Consigned Materials”
means any Components paid for or supplied by Mobileye and used in connection with SUPPLIER’s performance hereunder.


 


“Epidemic Condition”
exists when failure reports or statistical samplings show that 0.75% of the Products manufactured or shipped during any 6 months
contain an identical, repetitive defect in SUPPLIER’s workmanship and/or supplied material.


 


“Equipment”
means machinery, and other equipment, instruments, molds and dies necessary to manufacture the Product.


 


“Good Units”
means Products that are functioning properly in accordance with their specifications and manufactured, tested and packaged in accordance
with the terms of this Agreement as defined in the latest official version of the Manufacturing File at the time when the Products
were shipped of each product issued, revised and timely updated by Mobileye.


 


“Including”
means “including, without limitation” and “including, but not limited to” and shall not be interpreted
to imply any limitation on the more general preceding provision unless otherwise expressly stated.


 


“Manufacturing File”
shall mean comprehensive manufacturing instructions containing all information, data and instructions necessary for the manufacture
and assembly of Products and other provision of services, each in accordance with this Agreement, and any other documents, instructions
and information for use in the manufacture and assembly of Products and performance of such services, as was solely defined, timely
revised and updated by Mobileye.


 


“Material Review
Board” or “MRB” means any mutual board, committee, or other group authorized to review and approve materials
used in the Products.


 


“Order” means
the individual purchase order to be issued by Mobileye requesting SUPPLIER to provide a particular service pursuant to the terms
set out herein.


 


“Product” means
products, sub-assemblies and components or portions thereof as defined in the Manufacturing File and manufactured by SUPPLIER for
Mobileye pursuant to a Manufacturing File, Specifications and applicable standards.


 




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“Qualified Part Number”
mean an alphanumeric identification which identifies each and every Component specified in writing by Mobileye and procured from
an Approved Manufacturer, with Mobileye’s part number, in the manner described in Mobileye’s “MEP SAP Data for
Manufacturer Part Numbers” document attached hereto as ANNEX C (or as updated or otherwise modified in writing by Mobileye
from time to time).


 


“Services”
means SUPPLIER’s planning, purchasing, manufacturing, assembly, design, testing, packaging and other services provided hereunder.


 


“Special Inventory”
means components, materials, and supplies: i) with lead times greater than sixty (60) days at the time the order is placed (“Long
Lead Time Components”), ii) purchased in quantities above the required amount in order to achieve price targets (“Economic
Order”), or iii) purchased in excess of requirements because of minimum lot sizes available from manufacturers (“Minimum
Order Quantity”), and with respect to each of the foregoing, purchased only with Mobileye’s prior written consent and
only in accordance with the guidelines set forth in this Agreement.


 


“Specifications”
shall mean, for each Product or revision thereof, written specifications which shall include, at Mobileye’s sole discretion
and without limitation, bills of materials, schematics, assembly drawings, test specifications, current revision number, list of
approved vendors, suppliers and/or manufacturers, approved manufacturer part numbers supplied and/or approved in writing by Mobileye,
and which may be amended by Mobileye from time to time.


 


“SOW or “Statement
of Work” means, in respect to each of the Products, a document and files in accordance with the Manufacturing File, applicable
Specifications, Forecast and Purchase Orders (or modifications thereto) provided by Mobileye to SUPPLIER and/or in accordance with
industry specifications and standards, which contain, inter alia, detailed Specifications for each Product and for the performance
by SUPPLIER the planning, procurement, manufacturing, testing procedures, assembly, packaging, dispatch and delivery to Mobileye’s
specified location, all in accordance with high industry practices and to Mobileye’s full satisfaction. If SUPPLIER manufactures
multiple Products under this Agreement, there may be multiple SOW’s in effect simultaneously.


 


The “Work Product”
shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, prototypes,
service deliverables, inventions, products, derivatives, computer programs, procedures, improvements, developments, drawings, notes,
documents, information and materials made, conceived or developed by or on behalf of SUPPLIER alone or with others which result
from or relate to Mobileye Confidential Information, Products or the services performed hereunder, including, without limitation,
any portions of the Manufacturing File created by SUPPLIER.


 


“Turnkey Components”
mean components manufactured and supplied by vendors on Mobileye’s approved vendors list, provided by SUPPLIER in accordance
with this Agreement and necessary for the manufacturing of the Products.


 




    	3



    	 



    

  


ARTICLE
2

SCOPE OF THE AGREEMENT


 


Any Statement of Work to be executed between
Mobileye and SUPPLIER in connection with the purchase by Mobileye of SUPPLIER’s Services shall be executed and performed
in accordance with and subject to this Agreement unless otherwise expressly agreed upon between Mobileye and SUPPLIER in writing.
The Initial Manufacturing File is attached to this Agreement as Annex A.   If Manufacturing File is executed for multiple Products,
there may be multiple Manufacturing Files in effect simultaneously.   A Manufacturing File may add to the terms of this Agreement;
however, in the event of any conflict between this Agreement and such documents, the terms of such other document shall govern
only where such other document explicitly references the changed provision of this Agreement provided that such other document
was signed by an authorized signatory of each party, and this Agreement shall govern in all other cases.   Further, nothing in this
Agreement shall prevent Mobileye from manufacturing or procuring from other sources like or comparable Products.   Unless otherwise
set forth herein, all activities by SUPPLIER hereunder shall take place at Heshan World Fair Electronics Technology Ltd located
at New Material Base, Gonghe Town, Heshan City, Guangdong Province, China, which is SUPPLIER’s fully owned at an automotive
grade facility and in accordance with TS16949.   SUPPLIER hereby guaranties and warrants the full compliance with this Agreement
of Heshan World Fair Electronics Technology Ltd.


 


Mobileye does not grant to SUPPLIER any exclusivity
or first refusal right, and Mobileye is not obligated to purchase from SUPPLIER any minimum amount (quantity or value)


 


ARTICLE
3

TERM OF THE AGREEMENT


 


This Agreement shall become effective for a
period of three (3) years from January 29, 2013, (the “Effective Date”) unless sooner terminated pursuant to Article
18.   Thereafter, subject to Article 18, this Agreement shall be automatically renewed and will continue in full force and effect
for successive periods of one (1) year each, unless either Party gives the other Party written notice of its intention not to renew
this Agreement, such notice to be provided not later than one hundred and eighty days (180) days prior to the expiration of the
then current term.


 


ARTICLE
4

ORDERS AND FORECASTS


 


Orders of Products will be in accordance with
the following provisions:


 


		4.1	Purchase Orders. Mobileye shall issue an Order indicating the quantity of Products to be
manufactured and timeframe for delivery. Orders shall be sent by email to SUPPLIER’s designated e-mail address.   SUPPLIER
shall notify Mobileye of its acceptance, in writing, within three (3) working days from receipt of the Order including firm shipping
date confirmation.   If SUPPLIER does not give any written response to Mobileye within five (5) days, it shall be deemed as accepted.
  Delivery time from PO issuance date will be 3 weeks.   Mobileye shall issue an Order to SUPPLIER with enough lead time (calculated
at the longest material lead time plus 2-3 weeks manufacturing lead time).



 




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		4.2	Orders and Order acknowledgements shall be sent as follows:



 


Mobileye:


Mobileye Technologies Limited


Greg Tower, 7 Florinis Street, P.O.
Box 24854, Nicosia 1034, Cyprus


Tel: +357-224-51555, Fax: +357-224-51556


 


Purchasing@mobileye.com


 


SUPPLIER:


Golden Vast Macao Commercial Offshore
Limited


Avenida da Praia Grande, No 401-415
Edif. China Law, 15 andar, B, Macau.


Tel: (853) 28356751, Fax: (853) 28355930


e-mail address
for receiving PO or receiving “Change Order”:


po.mobileye@goldenvast.com.mo


vanessa.kuan@goldenvast.com.mo


 


		4.3	At all times, SUPPLIER shall maintain assembled printed circuit boards (“PCBA”) in
an amount equal to the number of Products set forth in the Order for the next 2 months, provided that at no lime shall the amount
of the assembled PCBAs be less than 2000 units. The amount of the assembled PCBA is in addition to the regular stocking levels
required under this Agreement. Provided that such event is under a Purchase Order from Mobileye.



 


		4.4	Subject to the foregoing, SUPPLIER acknowledges that forecasts are provided for informational purposes
only and, like any other forward looking projections, are based on a number of economic and business factors, variables and assumptions,
some or all of which may change over time. In any case, Mobileye will approve the quantity of every order made by SUPPLIER for
material and shall be liable for materials thus purchased.



 


		4.5	Notwithstanding the foregoing, Mobileye may delay delivery of Finished Goods only for up to four
(4) months with no additional charge to Mobileye. If the Finished Goods are pushed out by Mobileye for more than 30 days from the
original requested delivery date, Mobileye shall buy the finished goods, work in progress and material that SUPPLIER is forced
to intake from component vendor.



 


		4.6	Orders will be for Good Units only, and SUPPLIER shall ensure that all necessary calculations and
preparations are made in order that such requirement is met.



 


		4.7	In the event of a conflict between the provisions of this Agreement and the terms and conditions
of any Order, Order acknowledgement or any other related communication, the terms of this Agreement shall prevail, unless written
communication was done by authorized personnel of both companies discussing changes and reconfirmation issues.



 


		4.8	Increase, Rescheduling and Cancellation of Forecasts and Orders. (Quantity and Delivery Schedule
Changes).



 




    	5



    	 



    

  


		4.8.1	Mobileye may increase, decrease or reschedule the quantity of Products specified in Orders and/or
in Forecasts by delivering to SUPPLIER, by e-mail or facsimile, a written change order in accordance herewith (each, a “Change
Order”); SUPPLIER shall notify Mobileye of its acceptance, in writing, within five (5) working days from receipt of such
Change Order provided that no Change Order shall be effective until acknowledged and accepted in writing by SUPPLIER, but written
confirmation is limited to seven days (7), afterwards it shall be deemed as accepted.



 


		4.8.2	Mobileye may cancel all or any portion of Product quantities of an accepted Order by providing
written notice to SUPPLIER. Mobileye shall take the liability of the excess inventory caused by the cancellation request.



 


		4.8.3	The rescheduling or cancellation of any of Mobileye’s Orders hereunder shall not affect any
installments, or portions thereof, which have already been shipped by SUPPLIER.



 


		4.9	Manufacturing Ramp-up. Upon Mobileye’s written notice to SUPPLIER and/or purchase orders
(assuming availability of raw materials), SUPPLIER shall ramp up manufacturing capabilities within _4 to 6_ weeks, including without
limitation, employing and training the required employees and qualifying required facilities at SUPPLIER’S expense.



 


ARTICLE
5

MOBILEYE PROPERTY AND SUPPLIER EQUIPMENT


 


		5.1	Acquisition of Consigned Equipment. If, within the framework of this Agreement, Mobileye
buys Equipment by itself or through SUPPLIER then SUPPLIER will be responsible for the Equipment. If SUPPLIER will buy the Equipment
for Mobileye the price will be pre-agreed between the companies. In any case, Mobileye shall be responsible to deliver the Consigned
Equipment to SUPPLIER’s specified warehouse in Hong Kong. The Consigned Equipment will be the property of Mobileye. When
Mobileye wants to remove away the Consigned Equipment from SUPPLIER’s facilities, terms will be at ex-factory (Heshan)



 


		5.2	Mobileye Property. All Consigned Equipment, Consigned Materials or other materials which
Mobileye furnishes either directly or indirectly to SUPPLIER, or which Mobileye buys from, or gives reimbursement to, SUPPLIER
in whole or in part (collectively, “Mobileye Property”) will be and remain the property of Mobileye. Mobileye shall
not be liable to SUPPLIER for any loss or damage caused to SUPPLIER or its personnel for the use of the Mobileye Property. Title
to all replacement parts, additions, improvements and accessories only related to Mobileye product purchased by SUPPLIER which
were fully reimbursed by Mobileye will vest in Mobileye immediately upon attachment to or incorporation into Mobileye Property.
When permitted by law, in the event of any dispute and during the dispute resolution process, SUPPLIER shall not obtain with, and
hereby waives, any lien or encumbrance or other rights that SUPPLIER might otherwise have on or in any of Mobileye Property for
work performed on, or utilizing, such property or otherwise.



 




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Each item of Mobileye Property shall,
at all times, be the sole and exclusive property of Mobileye and for the use on Mobileye’s Products only. SUPPLIER shall
be responsible for the installation of all Mobileye Property with the help of Mobileye’s Engineer. SUPPLIER will at all time:
(a) regularly inspect, maintain in good condition, and repair Mobileye Property at SUPPLIER’s own expense. If the repairs
are due to regular wear and tear or calibration of such consigned equipment, then Mobileye will pay reasonable repair costs or
calibration cost to be agreed before repair commences. If the repairs are due to negligence on the part of SUPPLIER or improper
usage then SUPPLIER must cover the cost of repairs, (b) use Mobileye Property only for the performance of this Agreement, (c) conspicuously
mark “Mobileye Property” as the property of Mobileye and maintain such markings, (d) not commingle Mobileye Property
with the property of SUPPLIER or with that of a third party, (e) not move Mobileye Property from SUPPLIER’s applicable location
without prior written approval from an authorized employee of Mobileye, and (f) use Mobileye Property in compliance with Mobileye’s
or the manufacturer’s instructions and in compliance with all federal, state and local laws, ordinances and regulations.
Mobileye will make the effort to inform Supplier if there is any special regulation or laws governed for the use of such consign
equipment. Mobileye will have the right to enter SUPPLIER’s premises accompanied by Supplier’s authorized staff during
working hours to inspect Mobileye Property and SUPPLIER’s Manufacturing records with respect thereto with 1 (one) working
day advance notice for consigned inventory. SUPPLIER will not sell, lend, rent, encumber, pledge, lease, transfer or otherwise
dispose of Mobileye Property. Furthermore, SUPPLIER will not assert, or permit any person claiming an interest through SUPPLIER
to assert any claims of ownership to or any other interest in Mobileye Property.


 


		5.3	Insurance. SUPPLIER shall bear all risks will insure Mobileye Property in its facilities
and while transferring Mobileye Property to and from its facilities, as of their acceptance by SUPPLIER according to the delivery
terms herein defined, for losses caused by theft, loss, damage and/or willful damage to Mobileye Property (all risks). SUPPLIER
will be responsible for the cost of repairing or replacing Mobileye Property if it is stolen, damaged or destroyed. SUPPLIER shall,
at its own expense, insure the premises where the Mobileye Property is located against all risks, including without limitation
from fire, earthquake, shock, lightning and flood in accordance with insurance coverage, SUPPLIER. SUPPLIER shall add Mobileye
as an additional beneficiary under such policies for Mobileye property. SUPPLIER will send Mobileye upon request a copy of the
insurance certificates and terms both for Mobileye’s property and shall notify Mobileye and provide it with copies of any
amendments or changes made to any of the said policies within thirty (30) days of their execution and will notify Mobileye at least
ninety (90) days before the termination or cancellation of any such policy. Mobileye’s decision, at its sole discretion,
if at all, to insure any or all of the Mobileye Property shall not affect or derogate in any way from SUPPLIER’s responsibilities,
obligations and liability regarding the Mobileye Property including, without limitation, the obligation to insure such; in such
event, SUPPLIER shall comply with and cooperate with the insurance company requirements and demands. Mobileye will provide the
consigned materials values.



 




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		5.4	Return of Mobileye Property. SUPPLIER agrees that Mobileye has the right, at any time and
from time to time, with or without reason and without a fine of any kind, to retake possession of or request the return of Mobileye
Property. Without further notice or court hearings, which rights, if any, are hereby waived, Mobileye or its designee(s) will have
the right to enter SUPPLIER’s premises during working hours and take possession of any and all of Mobileye Property. Upon
Mobileye’s request and in accordance with Mobileye’s instructions, Mobileye Property will be immediately released to
Mobileye or delivered to Mobileye by SUPPLIER at Ex-factory terms (Incoterms 2010) packed and properly marked. If SUPPLIER does
not release and deliver any Mobileye Property in accordance with this section, Mobileye may obtain an immediate writ of possession
without notice and without the posting of any bond and/or enter SUPPLIER’s premises, with or without legal process, and take
immediate possession of Mobileye Property. The times will be coordinated with SUPPLIER. SUPPLIER will have to find an appropriate
time within 7 working days of the request from Mobileye.



 


		5.5	Disclaimer of Warranties. SUPPLIER acknowledges and agrees that (i) Mobileye is not the
manufacturer of Mobileye Property nor the manufacturer’s agent nor a dealer therein, (ii) Mobileye is bailing Mobileye Property
to SUPPLIER for SUPPLIER’s benefit, (iii) SUPPLIER is satisfied that Mobileye Property is suitable and fit for its purposes,
and (iv) MOBILEYE HAS NOT MADE AND DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS
OR IMPLIED, AS TO THE FITNESS, CONDITION, MOBILEYE MERCHANTABILITY, DESIGN OR OPERATION OF MOBILEYE PROPERTY OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE. Mobileye will not be liable to SUPPLIER for any loss, damage, injury or expense of any kind or nature caused,
directly or indirectly, by Mobileye Property, including, without limitation, the use or maintenance thereof, or the repair, service
or adjustment thereof, or by any interruption of service or for any loss of business whatsoever or howsoever caused, including,
without limitation, any loss of anticipatory damages, profits or any other indirect, special or consequential damages and/or personal
injury or death. SUPPLIER shall not be liable for defects in Products which arise directly and solely as a result of defects in
the Consigned Materials and/or Consigned Equipment, provided that such defects (whether they be in the Consigned Materials, Consigned
Equipment or Products) could not have been discovered by SUPPLIER prior to shipment of the Product using best industry standards
for quality control as well as the processes outlined in the Manufacturing File.



 


		5.6	SUPPLIER, at its expense, will furnish, keep in good condition, and replace when necessary all
of its machinery and equipment, including related tooling, jigs, dies, gauges, fixtures, molds, patterns, fixtures and other accessories,
required for the production of the Products covered by this Agreement (collectively, “SUPPLIER’s Equipment”).
SUPPLIER will insure SUPPLIER’s Equipment with fire and extended coverage insurance for its full replacement value. SUPPLIER
will grant Mobileye the right to purchase all or part of SUPPLIER’s Equipment that is specially designed or outfitted for
the production of the Products at a price that will be agreed by both parties and reflects purchased values after depreciation
at the end of the agreement.



 




    	8



    	 



    

  


ARTICLE
6

CONSIGNED MATERIALS; TURNKEY


 


		6.3	In the event that Mobileye will provide Consigned Materials, Mobileye shall deliver the Consigned
Materials to the SUPPLIER’S specified warehouse address in Hong Kong and such delivery shall be deemed accepted by SUPPLIER
and the risk of loss or damage to the said Consigned Materials shall be transferred from Mobileye to SUPPLIER at such time to SUPPLIER’s
full responsibility and liability. Such delivery shall be no later than four (4) working days prior to the start of production
for the Product subject to any applicable outstanding Order. All delivery costs or charges and insurance costs, if any, on the
Consigned Materials, up to the time of actual receipt by SUPPLIER at the warehouse address in Hong Kong shall be for the sole account
of Mobileye. Receipt of the said delivery at the SUPPLIER specified warehouse in Hong Kong shall be deemed as acceptance by SUPPLIER
(acceptance shall only mean acceptance that the Products have been received and shall not indicate that they are in compliance
with their associated specifications). Likewise, all expenses related to the delivery of the finished Product from SUPPLIER’s
production facilities to a Mobileye specified warehouse in Hong Kong, or to an air or sea freighter addressed in Hong Kong (FCA
Hong Kong Incoterms 2010) shall be borne solely by SUPPLIER.



 


Once Consigned Materials reach the
specified SUPPLIER’s warehouse in Hong Kong they are subject to the same terms and conditions applicable to Components purchased
by SUPPLIER under this Agreement including, without limitation, SUPPLIER’s responsibility to inspect such Consigned Materials
for QA purposes according to the incoming inspections instructions as stated in the and Manufacturing File applicable Specifications
and issued and revised by Mobileye and relevant standards, and the provisions of this Agreement shall apply equally thereto.


 


Mobileye shall maintain the required
inventory levels agreed upon by the Parties for all Consigned Materials to enable SUPPLIER to schedule production efficiently.
Mobileye or its suppliers will supply SUPPLIER the Consigned Materials at least (four) working days before the start of manufacturing.
SUPPLIER will do incoming quality inspection and will manage Consigned Materials similar to Turnkey Components and according to
the incoming inspections instructions as stated in the Manufacturing File issued and revised by Mobileye


 


		6.4	Within three (3) full working days after the arrival of Consigned Materials in the manufacturing
site, SUPPLIER shall complete the identification and inspection of the physical condition and quantity of such Consigned Materials
and shall notify Mobileye promptly of the results thereof and shall provide Mobileye with a signed Packing List (which will be
scanned, signed and sent to Mobileye by email) including the received quantity and detailed quality report in case there is a quality
issue.



 


In the event of a quality issue,
SUPPLIER shall hold, in MRB area at SUPPLIER’s manufacturing site, any Consigned Materials found to be rejected and which
might be unusable upon inspection in accordance with the SUPPLIER’s and Mobileye’s incoming quality assurance procedures.
Mobileye shall decide solely regarding the actions with


 




    	9



    	 



    

  


respect to rejected Consigned Materials.
In cases when Mobileye decides to return to the vendor or to scrap the rejected Consigned Materials, Mobileye will supply replacements
for defective or unusable Consigned Materials at SUPPLIER’s specified warehouse in Hong Kong as soon as commercially practical
after receipt of SUPPLIER’s notice. In the event that Mobileye, directly or indirectly, supplies defective Consigned Materials
to SUPPLIER, (not included materials damaged after they were transferred to the possession of SUPPLIER), Mobileye shall bear all
the cost of the replacement and the return of the defective Consigned Material from China to Mobileye designated warehouse in Hong
Kong.


 


		6.5	SUPPLIER will physically count the Consigned Material, Good Units and any Mobileye’s inventory
which is in SUPPLIER’s specified warehouse in Hong-Kong and in the manufacturing site /factory, in production process or
elsewhere (together “Inventory”) on behalf of Mobileye at such times as requested by MOBILEYE (but, in any case, no
less than monthly) and will allow MOBILEYE representatives to participate in such count (employed or contracted by MOBILEYE so
long as MOBILEYE authorized representative coordinated such visit) and will report the detailed results as requested by Mobileye
not later than 2 working days following the count. To align with SUPPLIER’s stock count date by end of June and end Dec.
SUPPLIER will arrange two additional stock counts and perform sample partial counts, if required.



 


The inventory Count/Stock taking
report shall include at least the following details: Mobileye Part Number, Description, Quantity, Warehouse location name and condition
of each counted item whether in active BOMs or not. Inventory status condition shall be defined as: Raw Materials before Incoming
Inspection, Raw materials successfully passed incoming inspection, Materials under MRB investigation, Non-Conforming/Rejected Materials,
Work-in-Process, Sub-Assemblies, Finished Goods in all warehouses and production floors. The aforementioned report will be signed
officially by an authorized manager of SUPPLIER.


 


		6.6	SUPPLIER will be fully responsible in the event of losses of Inventory and Equipment belonging
to Mobileye, Losses of Inventory, Equipment, and electronic Components in production process shall be reimbursed to Mobileye by
way of cash payment or credit note on a quarterly basis adjustment. During Request for quotation stage, Mobileye shall inform of
the value of Consigned Material or Consigned Equipment to SUPPLIER. ***[FOUR LINES REDACTED]*** Mobileye agreed to release SUPPLIER’s
responsibility on material yield loss during NPI (New Product Introduction) stage. Supplier will present production loss/scrap
reduction plan while using the highest industrial standard.



 


SUPPLIER shall, at its own expense,
insure the premises where the Consigned Materials, work in process (sub-assemblies in production floor) and finished Product are
located from fire, earthquake, shock, lightning, theft and flood in accordance with the standard insurance coverage. For avoidance
of doubt, the insurance shall be provided for the full amount of Inventory and Consigned Equipment and Equipment in such a way
that in case of complete loss, Mobileye shall receive from SUPPLIER the full amount of such and add Mobileye as an additional beneficiary
under such insurance policies.


 




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		6.7	Turnkey Components.



 


		6.7.1	Notwithstanding the foregoing, Mobileye may, but is not obliged to, request SUPPLIER to procure
and stock certain list of the Components, containing all or part of the Components required for the manufacturing of the Products
(“Turnkey Components”). In such event, SUPPLIER agrees and warrants as follows:



 


(i)         To procure
and stock Turnkey Components, of which Mobileye shall determine the initial procurement quantity of Turnkey Components. SUPPLIER
shall procure any additional procurement Turnkey Components in quantities which are in accordance with the Orders (for finished
goods or for subassembly, such a PCB assembly) issued by Mobileye,


 


(ii)        To have all
Components subject to “Qualified Part Number” list quality standards and inspections, in accordance with the Agreement;


 


(iii)       To furnish
Mobileye with relevant information relating to any and all items of the Turnkey Components, manufacturers’ and suppliers’
identity, quality standards and certifications and all other information reasonably requested by Mobileye with respect thereto.


 


(iv)       All Turnkey
Components shall be procured from their authentic manufacturers as listed by Mobileye or their authorized distributors only.


 


		6.7.2	Turnkey Components purchased in accordance with this Agreement shall remain the property of SUPPLIER
and shall be deemed as Mobileye Property once they are invoiced and fully paid by Mobileye; nevertheless title to Turnkey Components
will vest in Mobileye immediately upon attachment to or incorporation into Mobileye Property.



 


		6.7.3	Mobileye shall have the sole discretion, at any time, to select any and all Components, to offer
a better price for each Component and/or to offer an alternative manufacturer, alternative supplier, or alternative Component,
including without limitation the right to veto specific suppliers, regardless of the quality of Components offered, with or without
cause, and particularly in any event of change in price, sudden shortage and/or sudden change in lead time. In such events, Mobileye
will issue written instructions and/or the Engineering Change Order (“ECO”) and/or revise Mobileye Product SAP Data
for Qualified Manufacturer Part Numbers to change such supplier or Component. This section is subject to SUPPLIER using its current
cost inventory of such components upon FIFO (First in, First out) basis



 


		6.7.4	Mobileye shall not be liable to indemnify or purchase from SUPPLIER any excess Turnkey Components
which are not in accordance with its Orders or Forecasts that Mobileye did not approve to procure in advance.



 


		6.7.5	Warranties and Liabilities. Notwithstanding anything else to the contrary in this Agreement,
provided that SUPPLIER is not the manufacturer of any of the



 




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Turnkey Components,
SUPPLIER hereby assigns, and Mobileye accepts, any and all rights SUPPLIER obtained from component vendor, manufacturer and/or
any third party in relation to defective products or third parties’ intellectual property infringement claims, relating to
and/or arising out of any and all Turnkey Components which shall be mounted and assembled to the Products, including without limitation,
any and all product warranties (and the right to enforce such warranties), liabilities (including the right to be indemnified in
the event of infringement claimed by third parties), mechanical, service and other claims. SUPPLIER shall reasonably assist Mobileye
in pursuing its rights under this section and shall provide Mobileye all required documentation for that purpose. SUPPLIER agrees
to provide Mobileye product warranty to such Turnkey Components only under condition that SUPPLIER can obtained from Component
vendor and/or manufacturer and / or third party.


 


ARTICLE
7

MATERIALS PROCUREMENT AND BUYBACK


 


		7.1	SUPPLIER shall be authorized to purchase only from Approved Manufacturers Components specified
in writing by Mobileye as Components to be purchased by SUPPLIER and which are necessary for the manufacture of the Product in
accordance with the Orders provided by Mobileye. Components (including, without limitation, Long Lead Time Components) necessary
for the manufacture of Products not covered by a binding Order or not included within the first three (3) months of the rolling
forecast, may be purchased only in accordance with Mobileye’s written instructions. Economic Orders and Minimum Orders require
Mobileye’s prior written approval. SUPPLIER shall promptly advise Mobileye of any material information relating to Components
including, without limitation, notice of supply delays or defects.



 


		7.2	SUPPLIER shall use best industry purchasing practices in order to meet Mobileye’s requirements,
Orders. SUPPLIER shall maintain a database to ensure the compliance of all the procured raw-materials and Components hereunder
with the Qualified Part Numbers lists.



 


		7.3	SUPPLIER will inform Mobileye of Components with lead-time beyond the maximum lead time for Products.
Mobileye will review that information and either assist in resolving excess lead-time or identify SUPPLIER exposure should the
ordered material not be used.



 


		7.4	Mobileye shall buy back and accept delivery of all remaining purchased Components that were purchased
by SUPPLIER in accordance with this Agreement only if any one of the following conditions arise. Mobileye agreed to buy back excess
materials within 30 days after supplier submitted excess report. For the avoidance of doubt, Mobileye shall not buy any excess
inventory due to over purchased quantities by SUPPLIER, excluding MOQ (Minimum Order Quantity) or SPQ (Standard Package Quantity).



 


		7.4.1	Materials in inventory, Material on order, work in progress and finished goods rendered unusable
because of obsolescence, replacements due to re-design or



 




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changes thereto to
the Product or components thereto provided however that SUPPLIER had reported such to be so at the time of such change, and get
prior written Mobileye approval.


 


		7.4.2	Termination of this Agreement by SUPPLIER for breach by Mobileye of this Agreement or any relevant
Statement of Work. All materials remaining in the inventory, material on order, work in progress, finished goods at the end of
the model/project life rendered unusable shall be billed to Mobileye after getting Mobileye written approval.



 


		7.4.3	In the event that a model/project ends its life, Mobileye shall use reasonable efforts to notify
SUPPLIER at least ninety (90 days) in advance based on the component with the longest lead-time. Mobileye shall buy back all materials
in inventory, work-in-process and finished goods that remain in SUPPLIER’s inventory and material on order within thirty
(30) days after SUPPLIER submitted excess report.



 


		7.4.4	Components purchased based on MOQ/SPQ for which there is no forecast/order to consume for months
five months (5) (SUPPLIER will issue Purchase Orders for material in which Mobileye shall assume full liability (Mobileye will
approved in advance the quantities to be ordered by SUPPLIER). Mobileye shall approve in writing in advance any NCNR (non-cancelable
- non returnable) items.



 


		7.4.5	Orders cancelled by Mobileye due to whatever reasons, (except the cases described in 18.4 of this
agreement) Mobileye shall buy back all materials in inventory, work-in-process and finished goods that remain in SUPPLIER’S
inventory and material on order within thirty (30) days after SUPPLIER submitted excess report.



 


		7.5	SUPPLIER will use high industry planning and purchasing practices to minimize excess Component
inventory and material exposure. In the event of excess Component inventory (including, without limitation, resulting from changes
in Mobileye requirements, cancellation of Order, engineering change order, but not excess inventory due to over purchased quantities),
SUPPLIER will use its best efforts to cancel purchasing orders with its vendors, return or dispose of material or use the materials
for use in its other projects. After these proven efforts and if there is excess, Mobileye has to buy back per Section 7.4 immediately
once SUPPLIER sent out the excess report to Mobileye. SUPPLIER agrees and warrants that the entire inventory shall be used solely
for the execution of this Agreement, and no authorization is provided in this Agreement to use such inventory for any other purpose;
Mobileye may authorize under its sole discretion the use of specific inventory in an explicit written prior approval signed by
its authorized representative.



 


		7.6	Mobileye shall receive from SUPPLIER daily inventory, production work-orders, quality and production
reports as specified in Mobileye’s manufacturing file or in any other applicable document, in the English language and in
Excel format or alternative format selected by Mobileye, which set forth the levels of Consigned Materials and Mobileye



 




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Property then held
by SUPPLIER; and/or Turnkey Components reports, in the event that Mobileye decides to work in a Turnkey manufacturing model, as
hereinafter defined. In addition, SUPPLIER shall provide Mobileye with timely purchase orders for such amounts of Consigned Materials
at zero price (Such Purchase Order for Consigned Material is only for the use of SUPPLIER to do receiving in their ERP system)
as will be required by SUPPLIER for the manufacture of Products for the next 3 month period (based on Mobileye’s forecasts).
Supplier will issue Purchase Orders for material only when supplier has firm Orders in which Mobileye shall assume full liability
(Mobileye will approved in advance the quantities to be ordered by SUPPLIER).


 


		7.7	Purchase of Inventory. Mobileye shall be entitled to procure inventory from SUPPLIER or
via SUPPLIER for use with respect to this Agreement, at its sole discretion. In consideration thereof, Mobileye shall pay SUPPLIER
for the said inventory procured as follows: (i) one hundred percent of the material cost that showed on SUPPLIER’S quotation
for any raw materials purchased plus applicable VAT (if any); or (ii) the price determined by the parties for any work in process
according to the stage reached in the manufacturing the price will be based on the percentage of completion of work and calculated
pro-rata to the assembly cost. (If Mobileye want supplier to ship back consigned materials, it will be ex-factory term) SUPPLIER
further agrees that if materials, supplies, components, or manufacturing and production resources used by SUPPLIER to manufacture
the Products are in such short supply (“Scarce Resources”) that SUPPLIER is unable to completely fulfill Mobileye’s
outstanding Orders, SUPPLIER will allocate to Mobileye any available Scarce Resources in preference to any third party, including
any other supplier partner or customer subject to their approval. For the purpose of this Section 7.7, “SUPPLIER” shall
be deemed to include its parent company, subsidiaries, if any, and any affiliates of the foregoing.



 


ARTICLE
8

MANUFACTURING


 


		8.1	SUPPLIER shall establish manufacturing processes, manufacturing capacity and procure raw materials
in accordance with the Manufacturing File with the applicable Specifications and Standards and any applicable Forecasts and Orders.



 


		8.2	Manufacturing File. Mobileye shall provide SUPPLIER with the initial product files for each
Product. Manufacturing File, any ECO, revisions or updates thereof, shall be delivered to SUPPLIER by Mobileye upon uploading them
to SUPPLIER’s ftp site: ftp://www.worldfair-group.com.cn. SUPPLIER will not accept any Manufacturing File sent by e-mail
to any staff of SUPPLIER without confirmation by SUPPLIER’s authorized representative. Any such uploaded document shall be
accepted by SUPPLIER and shall constitute an integral part of this Agreement provided that it was signed by SUPPLIER’s authorized
representatives and returned to Mobileye within two (2) working days. SUPPLIER shall use the product files as a basis for generating,
at SUPPLIER’s expense, a comprehensive Manufacturing File for each Product. The Manufacturing File developed by SUPPLIER
shall be Mobileye’s sole property, shall be subject to Mobileye’s prior written approval and may be modified only with
Mobileye’s written consent in each instance (official Engineering Change Order issued by Mobileye). The



 




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parties’
representatives shall sign off on each Manufacturing File, and the then-current Manufacturing Files shall be considered incorporated
hereunder and an essential part of this Agreement SUPPLIER shall provide Mobileye on a monthly basis with the complete then-current
Manufacturing File in an electronic medium to be stipulated by Mobileye. Any changes whatsoever to the manufacturing process are
subject to Mobileye’s written approval in each instance. SUPPLIER shall only use the Manufacturing File for the purpose specified
herein. Without the prior written approval of Mobileye, SUPPLIER shall not duplicate or reproduce the Manufacturing File nor disclose,
lend or provide the Manufacturing File to any party including, without limitation, SUPPLIER’s parent company or any of its
affiliated or subsidiary companies in any countries. SUPPLIER’s signature on any Manufacturing File incorporated hereunder
constitutes its representation and warranty to Mobileye herein that such Manufacturing File contains data and information that
is sufficient for the full performance of SUPPLIER’s obligations hereunder. Without limitation of the foregoing, SUPPLIER
will promptly inform Mobileye in writing upon the discovery of any defect or omission in the Manufacturing File.


 


		8.3	Mobileye shall have the sole discretion to select all Components (including, without limitation,
the right to determine the supplier of Components). SUPPLIER is responsible for subjecting all Components (including, without limitation,
Consigned Materials) to quality inspections. Procedures for such inspections shall be set forth in the Manufacturing File and will
be timely updated by Mobileye. If, and to the extent that, such procedures were not defined in the Manufacturing File, SUPPLIER
shall use standard incoming inspection.



 


		8.4	SUPPLIER shall establish the use of Consigned and Turn Key Materials for managing inventory and,
manufacturing of products in compliance to FIFO (First in, first out) method.



 


		8.5	Mobileye’s Manufacturing Instructions. SUPPLIER shall manufacture the Products in
accordance with Mobileye’s quality requirements, Specifications, standards, general automotive level TS16949, and in Compliance
with IPC-A-610/b Class 2 and instructions, including as set forth in the Manufacturing File and not less than the highest automotive
levels being adhered to by SUPPLIER today or in the future. Mobileye shall retain sole engineering control over Products, including,
without limitation, components, subassemblies and other data. SUPPLIER may not make any changes to the Manufacturing File or manufacturing
procedure or Components without Mobileye’s prior written consent in each instance.



 


		8.6	SUPPLIER may not subcontract any of its obligations hereunder without Mobileye’s explicit
prior written consent in each instance. Mobileye may revoke such consent at any time by providing SUPPLIER with appropriate notice.
SUPPLIER shall provide Mobileye with the identity of all proposed subcontractors and all other information reasonably requested
by Mobileye with respect thereto.



 


		8.7	Specification, Design Scope Changes and ECO. Mobileye may at any time require SUPPLIER to
implement changes to the specifications or design of the Products or to the



 




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scope of any services
or work covered by this Agreement, including work related to inspection, testing or quality control. While Mobileye will endeavor
to discuss any such changes with SUPPLIER as early as practical, SUPPLIER will promptly implement such changes. Mobileye and SUPPLIER
will jointly and equitably determine any adjustment in price or delivery schedules resulting from such changes. SUPPLIER will,
as requested, provide information to Mobileye, including documentation of changes in SUPPLIER’s cost of production and the
time to implement such changes. In the event of any disagreement arising out of such changes, Mobileye and SUPPLIER will work to
resolve the disagreement in good faith, provided, however, that SUPPLIER will continue performing under this Agreement, including
the manufacture and delivery of Products and prompt implementation of changes required by Mobileye, while Mobileye and SUPPLIER
resolve any disagreement arising out of such changes.


 


		8.8	SUPPLIER will participate in Mobileye’s supplier quality program(s) and will comply with
all engineering release and validation requirements and procedures, including Mobileye’s production part approval processes,
which Mobileye specifies from time to time. Subject to SUPPLIER’s authorized representative written approval, SUPPLIER will
permit Mobileye and its representatives and consultants to enter SUPPLIER’s facilities at reasonable times to inspect such
facilities and any goods, inventories, work-in-process, materials, machinery, equipment, tooling, fixtures, gauges and other items
and processes related to this Agreement. No such inspection by Mobileye will constitute acceptance by Mobileye of any work-in-process
or finished Products.



 


		8.9	Quality Assurance Management System (“QAMS”). SUPPLIER will cooperate with Mobileye
implementation in the production facilities of the SUPPLIER an online QAMS at Mobileye’s expense:



 


The operation of the QAMS will require
from the SUPPLIER:


 


		8.9.1	Wiring with communication cables between production stations and connecting to Mobileye local server.



 


		8.9.2	Bar code scanning of the result of each product on each critical station during production (the
critical stations will be defined by Mobileye).



 


		8.10	Mobileye shall provide support in the manufacturing process including test Procedure, troubleshooting
guideline and on site training at the production line launching time, as agreed in writing between SUPPLIER and Mobileye.



 


ARTICLE
9

DELIVERY OF PRODUCTS


 


		9.1	Delivery of Products shall be FCA Hong Kong (Incoterm 2010). SUPPLIER shall ship out the Products
on or not later than the delivery date specified in the Order. Early shipment of Products shall require Mobileye’s prior
written consent in each instance.



 


		9.2	Time is of the essence for deliveries. SUPPLIER shall immediately notify Mobileye in writing of
any anticipated delay to meet SUPPLIER’s delivery schedule, stating the



 




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reasons for the
delay and promptly present to Mobileye immediate action items to be taken in executing its best efforts and best industry practices.


 


		9.3	In the event that Mobileye has placed the Order on time and SUPPLIER agreed to ship out on a specific
date but failed to do so, SUPPLIER shall promptly notify Mobileye in writing and keep it informed about the cause of the delay.
SUPPLIER shall then notify Mobileye of the revised ship out date. SUPPLIER shall submit a recovery plan to Mobileye to shorten
the delay to minimum while executing its best efforts and high industry practices. However, such actions shall not release SUPPLIER
from its liability for default due to delayed delivery and shall be responsible for incremental costs including any incidental
charges that Mobileye and SUPPLIER agree to apply.



 


		9.4	SUPPLIER will (a) properly pack the Products for shipment according to the packing BOM provided
by Mobileye as shown in Manufacturing File, as to protect the Products from loss or damage in conformance with good commercial
practice, applicable Specifications, Standards and government regulation, mark and, ship goods as instructed by Mobileye or any
carriers selected by Mobileye and in accordance with the provisions of this Agreement and any applicable laws or regulations, (b)
route shipments as Mobileye instructs, (c) will not charge for costs relating to handling, packaging, storage or transportation
(including duties, taxes, fees, etc.) whatsoever unless otherwise expressly stated in this Agreement, (d) provide packing slips
with each shipment that identify Mobileye’s contract and release number and the date of the shipment, and (e) promptly forward
the original bill of lading or other shipping receipt with respect to each shipment as Mobileye instructs. SUPPLIER will include
on bills of lading or other shipping receipts the correct classification identification of the goods shipped as Mobileye or the
carrier requires. The marks on each package and identification of the goods on packing slips, bills of lading and invoices must
enable Mobileye to easily identify the goods. The shipping materials, shape, number of units in a bow, serial number and revision
number of the products etc. will be according to each product or system and will be coordinated by SUPPLIER according to Mobileye
instructions.



 


		9.5	Upon a request from Mobileye, SUPPLIER will allow Mobileye to use SUPPLIER’s shipping contractor
on the same commercial terms that such contactor makes available to SUPPLIER. SUPPLIER acknowledges that in many cases Products
will be shipped directly to Mobileye’s distributors as may be directed by Mobileye. At Mobileye’s written request,
finished goods shall be stored by SUPPLIER at SUPPLIER’s facility for up to four (4) weeks without additional charge; otherwise
Mobileye shall pay for them.



 


		9.6	Delivery Schedules. Deliveries will be made in the quantities, on the dates, and the times
specified by Mobileye in this Agreement or any subsequent releases or instructions Mobileye issues under this Agreement. Time is
of the essence with respect to all delivery schedules Mobileye establishes. Mobileye will not be required to pay for any Products
that exceed the quantities specified in Mobileye’s dry schedules or to accept goods that are delivered in advance of the
delivery date specified in Mobileye’s delivery schedules. SUPPLIER bears the risk of loss of all goods delivered in advance
of the delivery date specified in Mobileye’s delivery schedules. Except as otherwise explicitly stated in this Agreement,
if the requirements of Mobileye’s customers or market, economic or other



 




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conditions require
changes in delivery schedules, Mobileye may change the date of scheduled shipments or direct temporary suspension of scheduled
shipments to a maximum of four (4) weeks without entitling SUPPLIER to a price adjustment or other compensation.


 


		9.7	Premium Shipments. If SUPPLIER fails to have Products ready for shipment in time to meet
Mobileye’s delivery schedules using the method of transportation originally specified by Mobileye and, as a result, SUPPLIER
shall ship the Products using a premium (more expeditious) method of transportation, SUPPLIER will bear entirely the extra cost
of, and be responsible for the premium shipping method, unless the delay is caused by specific event which is caused due to Force
Majeure event or shortages of Components delivered by Mobileye to SUPPLIER’s specified warehouse in Hong Kong (only in the
event there is direct, responsibility of Mobileye for the delay)



 


		9.8	The Product shall be deemed to be have been received by Mobileye only when the Product has been
physically received by Mobileye, designated warehouse in Hong Kong. For the avoidance of doubt, “acceptance” hereunder
shall only mean acceptance that the Products have been received and shall not indicate that they are in compliance with their associated
specifications.



 


ARTICLE
10

ACCEPTANCE


 


		10.1	Mobileye shall have the right to conduct an on-site inspection of the Products to be delivered
by SUPPLIER to Mobileye in accordance with agreed inspection standards and procedures of MOBILEYE. Such right shall not derogate
from SUPPLIER’s quality end inspection obligations hereunder and any such inspection shall not constitute acceptance of Products.



 


		10.2	Any failed lot of Products shall undergo SUPPLIER’s normal automotive Materials Review Board,
which is a process of validating the failure analysis, corrective action, and disposition. SUPPLIER, at its own cost, shall immediately
repair or replace (as directed by Mobileye after consultation with SUPPLIER sole discretion) any Product determined to be a reject
pursuant to the MRS procedure. Notwithstanding anything to the contrary set forth herein, any use or shipment of repaired Products
or Components must receive the prior written consent of Mobileye. Repaired Products or Components will be used only as RMA parts
and may not be sold as new.



 


		10.3	Defective Products or Products that are to be repaired shall be returned to SUPPLIER pursuant to
the terms of the Return Materials Authorization procedures set out as following:



 


		10.3.1	Mobileye will inform SUPPLIER about defective units found in Mobileye facilities or in Mobileye’s
customers’ facilities.



 


		10.3.2	SUPPLIER will issue RMA reference number (issuance of RMA reference number does not constitute
an admission of fault by SUPPLIER).



 




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		10.3.3	Mobileye will ship the units on its account back to SUPPLIER delivery address in Hong Kong.



 


		10.3.4	SUPPLIER will import the RMA units on its account to its production facilities.



 


		10.3.5	SUPPLIER will investigate in good faith the root cause of each of the RMA units and provide the
report to Mobileye. Mobileye reserves the right to attend the investigation process at SUPPLIER’s facilities.



 


		10.3.6	Unless otherwise advised by Mobileye, SUPPLIER will repair the units to complete 100% quality and
functionally.



 


		10.3.7	Mobileye will pay the SUPPLIER for the material and repair time of the units found defective, logistics
cost and tax or duty if any provided that such defects were caused by abuse of the customer (Mobileye has the sole right to decide
what is considered customer abuse).



 


		10.3.8	Units found defective due to malfunction of material, wrong assembly, testing or quality processes
(RMA), SUPPLIER will pay Mobileye for the material scrap or for their rework and will not charge Mobileye for the repair time of
these units.



 


		10.3.9	SUPPLIER will bear air shipment costs back to Mobileye’s customers or Mobileye facilities
(destination will be defined by Mobileye) of repaired RMA units found defective under 10.3.8 above if the defect was caused by
SUPPLIER. For any no-fault found returns, SUPPLIER shall charge Mobileye for the associated costs for shipment.



 


		10.4	Non-Conforming Goods. SUPPLIER acknowledges and agrees that Mobileye is not required to
perform incoming inspection of any goods, and SUPPLIER waives any right to require Mobileye to conduct any such inspections. SUPPLIER
will not substitute any goods for the goods covered by this Agreement unless Mobileye consents in writing. If Mobileye rejects
any Products as non-conforming, Mobileye may, at its option, (a) reduce the quantities of Products ordered under such Order By
the quantity of non-conforming Products, (b) require SUPPLIER to replace the non-conforming Products, and/or (c) exercise any other
applicable rights or remedies. If SUPPLIER fails to inform Mobileye in writing of the manner in which SUPPLIER desires that Mobileye
dispose of non-conforming Products within 2 working days of notice of Mobileye’s rejection of non-conforming Products (or
such shorter period as is reasonable under the circumstances), Mobileye will be entitled to dispose of the non-conforming Products
without liability to SUPPLIER; provided, however, that in any event Mobileye may elect to arrange for the shipment
of any non-conforming Products back to SUPPLIER al SUPPLIER’s expense. Mobileye has the sole discretion to decide which are
non-conforming Products. Mobileye’s payment for any non-conforming Products will not constitute acceptance by Mobileye, limit
or impair Mobileye’s right to exercise any rights or remedies, or relieve SUPPLIER of responsibility for the non-conforming
Products. If the product fails the incoming inspection or are discovered to contain a material defect or non-conformance to Products
by the authorized installer/distributor at the time of



 




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installation, SUPPLIER
shall, upon Mobileye’s request, issue a Return Material Authorization (RMA) number within 48 hours of the RMA request. An
issuance of RMA by SUPPLIER does not constitute an admission of fault by SUPPLIER. Acceptance criteria are defined solely by Mobileye
in the Manufacturing File.


 


ARTICLE
11

WARRANTY


 


		11.1	Product and Service Warranty. SUPPLIER warrants and guarantees to Mobileye, its successors
and assigns, that the Products covered by this Agreement will (a) conform to the applicable release/revision level (based on date
Mobileye’s release is issued to SUPPLIER) of Mobileye’s applicable Manufacturing File, specifications and drawings,
(b) be of good material and workmanship, (c) be new and from current production and not repaired (“not repaired” means
not from units returned after shipped out), (d) be free from defects. If requested by Mobileye, SUPPLIER will enter into a separate
agreement for the administration or processing of warranty charge-backs for non-conforming Products. SUPPLIER represents and warrants
that all services performed hereunder shall be completed in a professional, workmanlike manner, with the degree of skill and care
that is required by current industry standards or practices shall be completed in accordance with the applicable manufacturing
file and Specifications issued by Mobileye and timely updated and shall be correct and appropriate for the purposes contemplated
in this Agreement. SUPPLIER represents and warrants that the performance of Services under this Agreement will not conflict with,
or be prohibited in any way by, any other agreement to which SUPPLIER is bound.



 


		11.2	Warranty Period. Subject to Mobileye’s rights under Section 10.2, the period for each
of the foregoing warranties will commence upon delivery of the Products to Mobileye’s designated forwarder in Hong Kong and
for three (3) years thereafter where the Products are supplied by Mobileye. SUPPLIER will provide warranty for workmanship problem
and will provide warranty for material problems only under condition that SUPPLIER received back to back warranty terms from material
manufacturer and/or vendor. If Mobileye offers and provides a longer warranty to its customers with respect to any such parts,
components or systems, then a longer warranty period will be discussed ‘in good faith’ between Mobileye and SUPPLIER.
If it is found during the warranty period provided in this section that the Product is required to be repaired or replaced due
to any defect in material, workmanship or deviation from specifications or from any other causes directly attributable to SUPPLIER,
SUPPLIER shall immediately repair or replace (at Mobileye’s option) such defective Product; provided that the Product has
not been altered or modified, in any way whatsoever, or suffered any abuse, misuse, or mistreatment.



 





		11.3	Remedies
                                         and Damages. If any goods are reasonably determined by Mobileye (including
                                         by use of statistical analysis or other sampling methodology according to Manufacturing
                                         File and/or industrial standard) to fail to conform to the warranties set forth in this
                                         Agremenet due to SUPPLIER related defects in at least *** of any batch of Products, (including
                                         by use of statistical analysis or other sampling methodology according to industrial
                                         standard and/or manufacturing file) as solely defined by Mobileye’s guideline (provided
                                         by Mobileye for supplier to sign back). Mobileye shall return the defective units for
                                         SUPPLIER’s sorting, repair and rework under the cost of SUPPLIER, and if such is
                                         not commercially feasible, SUPPLIER shall reimburse Mobileye for all reasonable cost
                                         caused by or arising from inspection, sorting, repair or replacement of any non-conforming
                                         goods or any system or component that incorporates such non-conforming goods.





 










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		11.4	Recalls or Epidemic Condition. During the warranty period set forth herein and in
                                                            regards to a latent defect - notwithstanding the warranty period, if Mobileye, a distributor and/or the manufacturer of the
                                                            vehicles (or other finished product) on which the Products, or any parts, components or systems incorporating the Products
                                                            are installed, voluntarily or pursuant to
a government mandate, makes an offer to owners of such vehicles or other finished product to provide remedial action to address
a defect that relates to safety or the failure of the finished product to comply with any applicable law, safety standard, guideline,
workmanship or Manufacturing File, (a so-called “recall”), or in the event of an Epidemic Condition, SUPPLIER will
nonetheless be liable for costs, losses and damages associated with the conduct of such recall in relation to SUPPLIER workmanship,
i.e., Mobileye is responsible for design and performance, to the extent that such recall is based upon Mobileye’s reasonable
determination (including by use of statistical analysis or other sampling methodology according to the Manufacturing File) that
the Products or Components fail to conform to the warranties set forth in this Agreement or SUPPLIER has otherwise failed to meet
its obligations hereunder with respect to such Products or any parts thereof. In addition, in such event, SUPPLIER will replace
the recalled Products or any parts thereof at no cost. All determinations that the Products or any parts thereof fail to conform
to the warranties set forth in this Agreement or that SUPPLIER has otherwise failed to meet its obligations hereunder with respect
to such Products or any parts thereof shall be determined in good faith solely by Mobileye, and may be made only after SUPPLIER
has been given reasonable opportunity to make its own investigation and/or defend the Products, any parts thereof, or itself. The
parties will endeavor to peacefully resolve all issues of recall between themselves. Notwithstanding anything else contained in
this Agreement, SUPPLIER shall reimburse Mobileye for all reasonable losses, costs and damages caused by such non-conforming goods.
Such costs and damages may include costs, expenses and losses of Mobileye and/or its customers arising from (i) inspection, sorting,
repair or replacement of any non-conforming goods or any system or component that incorporates such non-conforming goods.





 


		11.5	Both parties shall work together to prepare and propose a corrective action plan addressing implementation
and procedure milestones for remedying such Epidemic Condition(s) or Recall events. Both parties shall use best efforts to implement
the remedy in accordance with the agreed upon schedule.



 


In the event of Epidemic Condition
or Recall event SUPPLIER shall: (a) incorporate the remedy in the affected Product in accordance with Mobileye engineering change
order procedures, and (b) Report in writing to Mobileye on a daily basis on the progress of the implementation of such remedial
actions, and (c) Ship all subsequent Products incorporating the required modification.


 


 




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		11.6	Service and Replacement Parts. During the term of this Agreement, SUPPLIER will sell to
Mobileye goods necessary to fulfill Mobileye’s service and replacement parts requirements to Mobileye’s OEM or auto
manufacturer customers at the then current contract price(s) under this Agreement. If the Products are systems or modules, SUPPLIER
will sell the components or parts that comprise the system or module at contract price(s) that will not, in the aggregate, exceed
the price of the system or module less assembly costs. SUPPLIER will also sell goods to Mobileye to fulfill Mobileye’s and
its customers’ service and replacement parts requirements during the six (6) months period following the termination of this
agreement at cash in advance basis (the “Post-Production Period”), and for the said purpose, this Agreement will automatically
remain in effect during
the entire Post-Production Period. If Mobileye requires SUPPLIER to provide support for the initial six (6) months of the Post-Production
Period, the price(s) for such Products will be the contract price(s) which were in effect at the commencement of the Post-Production
Period. For the remainder of the Post-Production Period, the price(s) for such service goods will be as reasonably agreed to by
the parties. If requested by Mobileye, SUPPLIER will also make service literature and other materials available at Mobileye’s
expense.


 


To ensure SUPPLIER’S ability
to fulfill the aforementioned terms for service and replacement parts, Mobileye shall ensure availability and pricing of all Consigned
Material and components from Mobileye-assigned vendors comply with the same terms. Exemptions shall be made to SUPPLIER where failure
to comply on service and replacement parts availability is strictly due to issues arising from Consigned Material or components
from Mobileye-assigned vendors.


 


		11.7	All warranties set forth herein shall run to Mobileye and to its licensees and direct and indirect
customers.



 


ARTICLE
12

TITLE AND RISK


 


As SUPPLIER’s prices are invoiced at
FCA Hong Kong (INCOTERMS 2010), the title and risk of loss or damage to the Product shall be transferred from SUPPLIER to Mobileye
after the Product is delivered by SUPPLIER, under the above defined terms. It is understood that SUPPLIER shall not be responsible
for insuring the Product against all risks during shipment thereof following delivery; provided, however, that the
foregoing shall not derogate from SUPPLIER’s obligations to safeguard the Products prior to title and risk of loss passing
to Mobileye.


 


ARTICLE
13

PRICING


 


		13.1	Price for the manufacture of the Product and performance of other services hereunder shall be according
to the formula set forth in Annex C. (Quotations) For purpose of billing, Product will be deemed to have been shipped FCA
Hong Kong according to Mobileye’s instructions and official Proof of Delivery was presented by SUPPLIER to Mobileye for every
shipment. Unless specifically agreed in writing, all prices are for Good Units after test only as was defined in Mobileye’s
last revision of the manufacturing file at the time when shipment made.



 






    	22



    	 



    




		13.2	The Parties agree to review the prices for the Product in good faith.



 


		(a)	Both parties will aggressively manage materials to drive continuous cost reductions. The parties
will review potential reductions in costs at least every three (3) months and will mutually agree to pricing changes to reflect
such changes. Mobileye shall have the sole discretion over the selection of Components (including, without limitation, the supplier
and part number).




  


		(b)	Subject to the provisions of Section 8.5 above, in the event that there is engineering and/or design
changes, the Parties agree to proportionally adjust the current prices of the Product in order to maintain competitiveness thereof
in the market. For example, if Mobileye defines a new testing process that reduces the testing time by 15%, the labor cost price
of the testing station will be reduced by 15%.



 


		(c)	Prices in this Agreement are inclusive of all federal, state taxes or duties at FCA Hong Kong terms,
unless otherwise agreed between the Parties in writing. Subject to acceptance of Products and acceptance of official Proof Of Delivery,
payment for Good Units received shall be in United States Dollars. In terms of payment set forth in article 14. Without prejudice
to Mobileye’s rights under this Agreement or applicable law, Mobileye shall not have the right to withhold any payment for
Products, Components or Services which do not comply with the terms hereunder.



 


		(d)	SUPPLIER will notify Mobileye immediately and not more than 3 days after learning about any LTB
(Last time Buy / End of life) notice for any component and shall purchase such quantities of such components as will be required
for the future production of Products. The quantity of parts will need to be agreed between Mobileye and SUPPLIER and the parts
will be handled in the same way as any other purchased component.



 


		(e)	Audit: Open Books. Supplier undertakes that its record keeping with respect to or related
to the Production yield data and quality assurance and its obligations hereunder, shall be maintained on an open book policy, and
that Mobileye shall be entitled at its sole discretion to examine and Audit all relevant SUPPLIER records at any time during the
term of this agreement and for additional period of three (3) years thereafter



 


ARTICLE
14

TERMS OF PAYMENT


 


Under full consignment: Within 30 days of the
execution of this Agreement, MOBILEYE will present SUPPLIER with an irrevocable stand-by Letter of Credit (“L/C”) in
an amount of 70,000 US$. The L/C shall remain in force during the first 12 (twelve) months of the Term of this Agreement. MOBILEYE
shall pay SUPPLIER the invoices on 30 days net + 10 days grace period basis after receipt of the invoice by MOBILEYE as they relate
to the first 30,000 Products (Finished Goods end PCBA), whereas from 30,001 Products (Finished Goods and PCBA) and above payment
terms shall be 60 days net + 10 days grace period.


 


 




    	23



    	 



    

  





In the event of unrightful presentation of
the L/C by SUPPLIER, SUPPLIER shall fully reimburse Mobileye for all costs and expenses and losses incurred in order to prevent
such presentation, including, attorney fees and legal proceedings costs and expenses.


 


Under full turnkey: The parties will discuss
in good faith the appropriate terms of payment for the full turnkey phase.



 


All the bank charges related to LC issuance
will be borne by Mobileye.


 


ARTICLE
15

INTENTIONALLY LEFT BLANK


 


Supplier shall present DRP / Contingency plan.


 


ARTICLE
16

INTELLECTUAL PROPERTY; CONFIDENTIALITY


 


		16.1	All designs, technology, technical data, patents, trademarks, mask works, inventions, trade secrets,
and other intellectual property and proprietary data of Mobileye, including the contents of the Manufacturing File and all Work
Product, are and shall remain the exclusive property of Mobileye, and SUPPLIER shall have no rights to use the foregoing except
for the express purpose of fulfilling its obligations pursuant to this Agreement or with specific written consent by Mobileye in
each instance. SUPPLIER hereby agrees to irrevocably assign and transfer to Mobileye and does hereby assign and transfer to Mobileye
all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights
that related to or arise from the foregoing. Mobileye will have the sole right to determine the treatment of any Work Product,
including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior
patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that Mobileye
deems appropriate. SUPPLIER agrees: (i) to disclose promptly in writing to Mobileye all Work Product in its possession; (ii) to
assist Mobileye in every reasonable way, at Mobileye’s expense, to secure, perfect, register, apply for, maintain, and defend
for Mobileye’s benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights
or statutory protections in and to the Work Product in Mobileye’s name as it deems appropriate; and (iii) to otherwise treat
all Work Product as the proprietary and confidential information of Mobileye. These obligations to disclose, assist, execute and
keep confidential survive the expiration or termination of this Agreement. SUPPLIER will ensure that SUPPLIER’s employees,
independent contractors, agents and permitted subcontractors appropriately waive any and all claims and assign to Mobileye any
and all rights or any interests in any Work Product or original works created in connection with this Agreement. SUPPLIER irrevocably
agrees not to assert against Mobileye or its direct or indirect customers, assignees or licensees any claim of any intellectual
property rights of SUPPLIER affecting the Work Product.



 


		16.2	SUPPLIER acknowledges that, during the course of this Agreement, it may have access to proprietary
or confidential information of Mobileye including information relating to services, programs, and financial and business plans
of Mobileye and the firms with which it does business.



 


 




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		16.2.1	Accordingly, SUPPLIER agrees that it will not, except as expressly provided in this Agreement,
use for its own benefit or the benefit of any other firm or individual or disclose to any third party, any such proprietary or
confidential information which
it may acquire during the course of this Agreement, without the approval of Mobileye.





 


		16.2.2	SUPPLIER further agrees to limit access to such information to those of its employees who have
a legitimate need thereof and who are bound by industry standard non-disclosure and non-use arrangements.



 


		16.3	All data or information furnished by Mobileye to SUPPLIER hereunder shall remain the property of
Mobileye, and all documents containing such information or derived there from, and any copies thereof, shall be promptly returned
upon demand or upon the termination of this Agreement whichever shall first occur.



 


		16.4	Nothing in this Agreement is intended to restrict the use or disclosure of any data or information
which:



 


		(a)	can be shown to have been known by SUPPLIER prior to disclosure by Mobileye, as supported by documentary
evidence; or



 


		(b)	is or becomes public knowledge otherwise than through SUPPLIER’s breach of its obligations
under this Article 16; or



 


		(c)	is independently developed by SUPPLIER without breach of its obligations under this Article 16,
as supported by documentary evidence; or



 


		(d)	is explicitly approved for release by express written consent of Mobileye.



 


		16.5	This Article 16 and the obligations and benefits hereunder shall survive after the expiration or
termination of this Agreement.



 


ARTICLE
17

INFRINGEMENT, INDEMNIFICATION, LIMITED LIABILITY


 


		17.1	Indemnification by Mobileye. Mobileye shall indemnify and hold harmless, and at SUPPLIER’s
request, defend SUPPLIER its officers, directors, from any and all claims, liabilities, damages, losses and expenses, including,
attorneys’ fee, actions, suits or proceedings by any party for infringement of any patent, utility model, design trade mark
or any other industrial property rights or copyrights (hereinafter collectively referred to as the “Industrial Property Rights”)
in connection with any use in accordance with this Agreement of Consigned Equipment. Consigned Materials, and those components
of the Manufacturing File provided by Mobileye pursuant to Articles 5, 6 and 8, respectively.



 


 




    	25



    	 



    

  





		17.2	Indemnity by SUPPLIER. SUPPLIER shall indemnify, hold harmless, and at Mobileye’s
request, defend Mobileye, its officers, directors, direct and indirect customers, agents, employees, and licensees against all
claims, liabilities, damages, losses and expenses, including, reasonable attorneys’ fees, arising out of or relating to any
breach by SUPPLIER any term or condition of this Agreement. any negligence or willful misconduct of SUPPLIER or its agents, any
defect in manufacture of Products in accordance with the provisions of this Agreement (other than those caused by designs
or SOW manufacturing
instructions provided by Mobileye, or by the use of a third party component that Mobileye requires SUPPLIER to use notwithstanding
SUPPLIER’s objection to the use thereof) (collectively, “Mobileye Requirements”), and any alleged or actual violation
of any third party intellectual property right by any Component, equipment or service provided by SUPPLIER, other than those caused
by Mobileye Requirements. Subject to the provisions of this Agreement, such cost and damages shall not include punitive or consequential
damages, lost revenue or profits; but for example, a claim by a customer which is a fleet of heavy trucks or other commercial vehicles,
for losses, costs and damages resulting from inability to use the said vehicle as a result of the said failure, shall be included
under SUPPLIER’s liability. SUPPLIER shall not settle any suit or claim without Mobileye’s prior written approval which
shall not be unreasonably withheld. Without limitation of the foregoing, SUPPLIER agrees to pass through to Mobileye and its direct
and indirect customers and licensees all warranties and indemnity coverage provided by SUPPLIER’s suppliers. Should any Product,
Component or service provided by SUPPLIER not included in the Mobileye Requirements be enjoined or be the subject of any legal
proceeding or should grounds for any of the foregoing exist, SUPPLIER shall, at is sole cost and expense and in Mobileye’s
sole discretion, either (i) substitute fully equivalent non-infringing Components, Products or services; (ii) modify the Components,
Product or services so that they no longer infringe but remain fully functionally equivalent; (iii) obtain for Mobileye, its distributors,
subcontractors, customers or licensees the right to continue using the Products, Component or service; or (iv) if none of the foregoing
is possible, refund all amounts paid for the Infringing Products, Components or services.





 


		17.3	LIMITED LIABILITY. IN NO EVENT SHALL MOBILEYE BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR
ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST REVENUE OR PROFITS ARISING OUT OF, OR IN CONNECTION WITH, THIS
AGREEMENT, WHETHER OR NOT MOBILEYE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.



 





		17.4	REGARDING
                                         ANY COMPENSATION, LOSSES AND DAMAGES CLAIMED BY MOBILEYE TO SUPPLIER MENTIONED IN THIS
                                         AGREEMENT, THE LIABILITY THAT SUPPLIER ACCEPTED WILL BE LIMITED TO *** TIMES OF THE MANUFACTURING
                                         COST (ASSEMBLY COST + *** MATERIAL BURDEN + *** MATERIAL HANDING) THAT SHOWED ON SUPPLIER’S
                                         QUOTATION. ON TOP OF THAT SUPPLIER WILL TAKE FULL RESPONSIBILITY FOR LOGISTICS COST AND
                                         FOR FIXING OR REMANUFACTURING COSTS INCLUDING COMPONENT COSTS.








 




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ARTICLE
18

TERMINATION


 


		18.1	In addition to any other rights of Mobileye to terminate this Agreement, Mobileye may immediately
terminate all or any part of this Agreement, at any time and for any reason, by providing SUPPLIER with one hundred and eighty
(180) days’ prior written notice. Upon such termination, and notwithstanding Section 18.5 regarding Mobileye’s liabilities
to SUPPLIER regarding raw materials, material on order that cannot be cancelled or material on order under NCNR terms, work-in-progress
and finished goods inventory, Mobileye may, at its option, purchase from SUPPLIER any raw materials, material on order under NCNR
terms or material on order that cannot be cancelled work-in-process and finished goods inventory related to the goods under this
Agreement which are useable and in a merchantable condition. The purchase price for such finished goods, raw materials and work-in-process,
and SUPPLIER’s sole and exclusive recovery from Mobileye (without
regard to the legal theory which is the basis for any claim by SUPPLIER) on account of such termination, will be (a) the contract
price for all goods or services that have been completed in accordance with Orders on the terms set forth in this Agreement as
of termination date and delivered and accepted by Mobileye and not previously paid for, plus (b) for uncompleted goods,
the actual costs of work-in-process and raw materials incurred by SUPPLIER in furnishing the goods or services under this Agreement
to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting
principles to the terminated portion of this Agreement; less (c) the reasonable value or cost (whichever is higher) of any
goods or materials used for other purposes or sold by SUPPLIER with Mobileye’s written consent. In no event will Mobileye
be required to pay for finished goods, work-in-process, material on order under NCNR terms or material on order that cannot be
cancelled or raw materials which SUPPLIER fabricates or procures in amounts that exceed those Mobileye authorizes in Orders or
purchases or manufactures not in accordance with this Agreement nor will Mobileye be required to pay for any goods or materials
that are in SUPPLIER’s standard stock or that are readily marketable. Payments made under this Article will not exceed the
aggregate price for finished goods that would be produced by SUPPLIER under Orders outstanding at the date of termination. Within
thirty days after the notification of termination, SUPPLIER will submit a comprehensive termination claim to Mobileye, with sufficient
supporting data to permit an audit by Mobileye, and will thereafter promptly furnish any supplemental and supporting information
Mobileye requests.



 




Notwithstanding the foregoing, Mobileye
may terminate the Turnkey model described in Section 6.7 of this Agreement, or any Schedule thereof, at any time, with or without
cause, upon one hundred and eighty (180) day’s advance written notice to SUPPLIER. Upon such termination, Mobileye shall
buy from SUPPLIER Turnkey Components procured until the effect of such termination, only to the extent that such procurements were
made in accordance with Orders and forecast (for finished goods) issued by Mobileye, or approved by Mobileye in writing, in advance,
and in accordance with this Agreement.


 


		18.2	This Agreement may be terminated at any time by SUPPLIER, for any cause whatsoever, upon one hundred
and eighty (180) days prior written notice to Mobileye, without prejudice to Article 27.



 





    	27



    	 



    

  


		18.3	The occurrence of any of the following events shall constitute grounds for immediate termination
of this Agreement for cause:



 


		(a)	a material breach by the other Party of this Agreement which breach is not remedied within thirty
(30) days following receipt of a written notice of the alleged breach;



 


		(b)	an assignment against a substantial portion of the other Party’s assets for the benefit of
its creditors;



 






		(c)	a petition by or against the other Party for bankruptcy or a reorganization under the bankruptcy
laws that is not dismissed within sixty (60) days;



 


		(d)	the liquidation or dissolution of the other Party;



 


		(e)	a petition against the other Party for the attachment of a substantial portion of its assets or
property that is not dismissed within sixty (60) days;



 


Termination by Mobileye pursuant
to this subsection shall be without any liability or obligation to SUPPLIER (including, without limitation, obligation to purchase
raw materials, work-in-process or finished Products under Section 11).


 


		18.4	Mobileye may terminate all or any part of this Agreement or any order without any liability or
obligation to SUPPLIER (including, without limitation obligation to purchase raw materials, work-in-process or finished Products
under Section 11) if SUPPLIER (a) repudiates, breaches, or threatens to breach any of the terms of this Agreement, including SUPPLIER’s
warranties, (b) fails to perform or threatens not to perform services or deliver goods in accordance with this Agreement, or (c)
fails to assure timely and proper completion of services or delivery of Products.



 


		18.5	The termination of this Agreement pursuant to this Article 18 shall not relieve either Party from
any of their respective obligations or liabilities then binding upon them under this Agreement. Likewise, such termination shall
be without prejudice to any cause of action or remedy, including but not limited to an action for damages against any loss or damage
suffered or expense incurred as a result of such event, which any Party may have against the other, in law or in equity, if termination
is for cause pursuant to Article 18.3.



 


		18.6	Upon termination of this Agreement, SUPPLIER shall return all Mobileye Property and Consigned Materials
to Mobileye or ship to Mobileye at ex-works factory (Heshan) SUPPLIER shall also promptly return to Mobileye the Manufacturing
File and Work Product and immediately cease all use thereof. SUPPLIER will assist with appropriate documentation for Chinese customs
and preparation of shipment.



 


		18.7	In the event that the SUPPLIER have a disagreement with Mobileye with respect to how the project
is progressing, SUPPLIER shall not, in any manner, for any period of time, refuse to provide further services pending the resolution
of the dispute.



 




    	28



    	 



    


 


ARTICLE
19

FORCE MAJEURE


 


Neither Party shall be liable for delay or
failure in the performance of their respective obligations under this Agreement arising from any of the following reasons:


 


		(a)	Acts of God or war;



 


		(b)	Acts of competent governmental authorities, or regulations or restriction imposed by law or by
court action;




		(c)	Acts of persons engaged in subversive activities or sabotage;



 


		(d)	Fires, floods, explosions or other catastrophes;



 


		(e)	Epidemics or quarantine restrictions;



 


		(f)	Freight embargoes of transportation.



 


In the event of any delay by reason of a force
majeure event, subject to the other provisions of this section, the date of delivery or the performance by such Party shall be
extended for a period equal to the delay caused by the force majeure event, provided such party gives prompt notice to the other
and takes all measures to perform.


 


During any delay or failure to perform by SUPPLIER,
Mobileye may (i) purchase substitute goods from other available sources, in which case the quantities under this Agreement will
be reduced by the quantities of such substitute goods and SUPPLIER will reimburse Mobileye for any additional costs to Mobileye
of obtaining the substitute goods compared to the prices set forth in this Agreement and/or (ii) have SUPPLIER provide substitute
goods from other available sources in quantities and at times Mobileye requests and at the prices set forth in this Agreement.
If SUPPLIER fails to provide adequate assurances that any delay will not exceed thirty (30) days or if any delay lasts more than
thirty (30) days, Mobileye may terminate this Agreement or any Order without any liability to SUPPLIER or obligation to purchase
raw materials, work-in-process or finished goods under Section 11. Before any of SUPPLIER’s labor contracts expire and as
soon as SUPPLIER anticipates or learns of any impending strike, labor dispute, work stoppage or other disruption at SUPPLIER’s
facilities that might affect the delivery of Products to Mobileye, SUPPLIER will produce (and locate in an area that will not be
affected by any such disruption) a finished inventory of goods in quantities sufficient to ensure the supply of Products to Mobileye
for at least thirty (30) days after such disruption commences.


 


ARTICLE
20

ASSIGNMENT


 


No Party shall assign any or all of its rights,
title and interests under this Agreement without the prior written consent of the other Party, provided that Mobileye may assign
this Agreement in whole or in part to any person or entity controlling, controlled by or under common control (where control refers
to ownership of over 50% of outstanding shares and/or, with respect to a body corporate, the power of any person or entity to secure
by law or by corporate structure that the affairs of the body corporate are conducted in accordance with the directions of that
person or entity) with Mobileye or any purchaser of any of its assets or businesses, and in addition, SUPPLIER shall honor purchase
orders from Mobileye delegees or licensees. Any assignment in violation of this Article shall be null and void and shall not be
binding on the non-assigning Party.


 





 




    	29



    	 



    

 


Subject to the foregoing restriction, all the
terms and provisions of this Agreement shall be binding and inure to the benefit of and be enforceable by the respective successors
and assigns of the Parties


 


ARTICLE
21

REPRESENTATIONS


 


		21.1	Each of the Parties warrants and represents to the other that it has the requisite power and authority
to enter into this Agreement and perform its obligations hereunder according to the terms hereof.



 


		21.2	Each of the Parties warrants and represents to the other that it will faithfully perform its obligations
under this Agreement.



 


ARTICLE
22

CONTRACTS WITH COMPETITOR


 


SUPPLIER recognizes the unique nature of Mobileye’s
advanced technology, therefore, in the pursuit of its contract manufacturing business may accept such work from other entities
that may directly compete with, or be in the same line of the business or product lines of Mobileye, provided SUPPLIER gives written
notice to Mobileye in 90 days in advance thereof, and further provided that SUPPLIER took, on his expense, satisfactory protective
measures in order secure Mobileye’s Property. Such measures shall insure, at Mobileye’s satisfaction, the compartmentalization
and prevention of access to any unauthorized persons.


 


ARTICLE
23

PROJECT TEAM MEMBERS & CONDITIONS FOR

MOBILEYE TEAM MEMBERS IN CHINA


 


		23.1	SUPPLIER will assign the following English speaking Team members to Mobileye project:



 


		•	Project Operations manager



		•	Project business manager



		•	Engineering / Process engineer



		•	QA engineer



		•	Testing engineer



		•	PMC manager (“PMC”: Production and Material Control).



		•	Purchasing manager or senior buyer (in case of Turnkey method)



 


The team members will be employees
of SUPPLIER and will be available for handling the project management 5 days a week (Monday to Friday including). The production
line operators, together with their team leaders, will be available for production from Monday to Friday including


 





    	30



    	 



    

 





		23.2	SUPPLIER will also provide Dormitory and food for up to 3 Mobileye team members in China (who will
be Mobileye employees).



 


		23.3	SUPPLIER will provide an Office to accommodate up to 3 Mobileye employees in or near the floor
of the production of Mobileye lines at its facilities. SUPPLIER will provide the unlimited access of the Mobileye employees to
all the facilities relevant for the Mobileye products manufacturing accompany by SUPPLIER’s authorized staff.




 


		23.4	SUPPLIER will provide to Mobileye at SUPPLIER’s facility an Internet connection according
to the following technical definition and requirements at Mobileye’s expenses:



 


Below is an example of definition:


 


		(a)	Download capacity of 10 Mb/second



 


		(b)	Upload capacity of 2 Mb/second



 


		(c)	Fixed IP address



 


		(d)	SUPPLIER agrees to establish computerized network according to Mobileye instructions that connect
the testing equipment of Mobileye and allow Mobileye engineers to remotely control the computers.



 


ARTICLE
24

COMPLIANCE WITH LAWS


 


SUPPLIER shall comply with all applicable local
and foreign laws, rules, regulations and orders in connection with its activities under the Agreement including, without limitation,
regulations applicable to manufacture, sale, and export, labor (including without limitation the obligation to provide special
labor protection for female employees and underage workers; SUPPLIER shall not employ employees which are under sixteen (16) years
old) and environmental laws and will indemnify Mobileye for any breaches thereof. SUPPLIER shall obtain all necessary license,
permits and government approvals with respect to its activities hereunder, and shall provide Mobileye with such information and
documentation as shall be reasonably requested by Mobileye for the purpose of obtaining any licenses, permits or approvals desired
by Mobileye.


 


ARTICLE
25

NON-WAIVER


 


		25.1	If one Party fails to insist upon the strict performance of any terms and condition hereof, this
shall not be deemed as a relinquishment or waiver of any right or remedy that Party may have, nor shall it be construed as a waiver
of any subsequent breach or default of any terms and conditions in this Agreement, herein, contained which shall be deemed to remain
in full force and effect.



 






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		25.2	A waiver by either Party shall be deemed to have been made if expressed in writing by the said
Party.



 


ARTICLE
26

NOTICES


 


All notices between the Parties
pertaining to this Agreement shall be in English and shall be deemed to be validly given one (1) working day after being sent
by electronic mail with receipt acknowledged, or telecopy or facsimile transmission, answer back requested, or seven (7) days
after delivery by courier or certified mail, postage prepaid, return receipt requested, to the Parties at the addresses first
above given, or to such address as the other Party shall have furnished to the other in writing.


 


ARTICLE
27

SURVIVAL


 


Provisions of this Agreement which according
to their terms survive termination of this expiration of this Agreement shall so survive in accordance with their terms. In addition,
the following sections of this Agreement shall survive any termination or expiration hereof: 1, 5, 7, 10, 11, 12, 18, 17, 16, 20,
22, 24, 25, 26


 


ARTICLE
28

MISCELLANEOUS


 


		28.1	SUPPLIER and Mobileye are independent contracting parties. Nothing in this Agreement makes either
Party the agent or legal representative of the other Party for any purpose whatsoever, nor grants either Party any authority to
assume or create any obligation in behalf of or in the name of the other Party.



 


		28.2	Any amendment to this Agreement shall be in writing duly signed by the authorized representative
of the Party to be charged.



 


		28.3	This Agreement shall be governed in all respects, including validity, construction, performance
and effect, by the laws of the state of New York USA domicile of the court where an action under this contract is filed. Any and
all actions arising out of or in connection with this Agreement shall be filed in the federal courts located within New York City,
New York, the United States. This Agreement and any Statement of Work, if any, supersede all prior agreements or understandings
between the Parties with respect to the subject matter hereof, and it represents the entire agreement between the Parties with
respect thereto. No oral agreement, statement, or representation shall alter its provisions.



 


		28.4	If any of the provisions of this Agreement shall be declared, by a court of competent jurisdiction,
invalid or unenforceable, this Agreement shall be invalid or unenforceable only insofar as that provision(s) is concerned, without
affecting the validity or enforceability of the remaining provisions of this Agreement. The Parties shall thereafter amend such
provisions to achieve the desired intention of the Parties.



 


[Remainder of page left intentionally blank.
Signature page follows immediately.]


 




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[Signature Page]


 


IN WITNESS WHEREOF, the
Parties have hereunto affixed their signatures on the date and place first above-mentioned.


 


	
        

        Mobileye Technologies Limited
	 	Golden Vast Macao Commercial
	 	 	 	Offshore Limited
	 	 	 	 
	By:	/s/ Ziv Aviram	 	By:	/s/ Tony Dan
	 	 	 	 
	[Name]	Ziv Aviram	 	Name:  Tony Dan
	 	 	 	 
	[Title]	CEO	 	Title:  Director


 


Signed in the Presence of:


 


	 	/s/ Amnon Shashua	 	/s/ Desirae Cheung
	 	Amnon Shashua	 	Desirae Cheung
	 	6/3/13	 	1/29/13


 




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