INDEMNIFICATION AGREEMENTIndemnification Agreement • October 24th, 2005 • Vimicro International CORP • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 200 by and between Vimicro International Corporation, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
VIMICRO INTERNATIONAL CORPORATION AND JPMORGAN CHASE BANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of [DATE] , 2005Deposit Agreement • October 28th, 2005 • Vimicro International CORP • Semiconductors & related devices • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2005 (the “Deposit Agreement”) among VIMICRO INTERNATIONAL CORPORATION and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro Electronic Technology CorporationPledge Agreement • June 30th, 2011 • Vimicro International CORP • Semiconductors & related devices
Pledgor (hereinafter referred to as “Party A”): Beijing Zhongxing Tianshi Consulting Company. Registered address: 1608A, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, 100191, PRC.
REGISTRATION RIGHTS AGREEMENT among VIMICRO INTERNATIONAL CORPORATION, GENERAL ATLANTIC PARTNERS (BERMUDA), L.P., GAP-W INTERNATIONAL, LLC, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC, GAPSTAR, LLC, and GAPCO GMBH & CO. KG Dated: October 12,...Registration Rights Agreement • October 24th, 2005 • Vimicro International CORP • New York
REGISTRATION RIGHTS AGREEMENT, dated October 12, 2004 (this ”Agreement”), among Vimicro International Corporation, a company incorporated and existing under the laws of the Cayman Islands (the ”Company”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestment III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestment IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”), and GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”).
COMMITMENT LETTER September 15, 2015Vimicro International CORP • September 30th, 2015 • Semiconductors & related devices • New York
This letter agreement sets forth the commitment of Alpha Spring Limited, a limited liability company incorporated under the laws of the British Virgin Islands (“Sponsor”), subject to the terms and conditions contained herein, to extend a loan to Vimicro China (Parent) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), among Vimicro International Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Parent and Vimicro China Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and i
Share Transfer Agreement Between Vimicro International Corporation And Beijing Zhongxing Tianshi Consulting CompanyShare Transfer Agreement • June 30th, 2011 • Vimicro International CORP • Semiconductors & related devices
Equipment and Software Sales Contract Between Vimicro Electronics Corporation And Alcatel-Lucent Shanghai Bell Co., Ltd. Date: August 28, 2009Vimicro International CORP • October 22nd, 2010 • Semiconductors & related devices
The Parties have, through friendly consultation, entered into this Contract in accordance with “Contract Law of the People’s Republic of China” and other relevant laws and regulations, and agreed as follows:
AGREEMENT AND PLAN OF MERGER by and among Vimicro International Corporation Vimicro China (Parent) Limited and Vimicro China Acquisition Limited Dated as of September 15, 2015Agreement and Plan of Merger • September 15th, 2015 • Vimicro International CORP • Semiconductors & related devices • New York
SHARE TRANSFER AGREEMENTShare Transfer Agreement • April 30th, 2013 • Vimicro International CORP • Semiconductors & related devices
WHEREAS, (1) Vimicro VMF Shenzhen Corporation is a corporation duly organized and validly existing under the laws of British Virgin Islands, with its registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (Hereinafter referred to as “Target Company”); (2) Transferor is the legal and beneficial owner of one (1) issued and outstanding ordinary share of the Target Company, representing 100% of the entire issued share capital of the Target Company; (3) Target Company is the sole legal and beneficial owner of Vimicro Technology Corporation (Hereinafter referred to as “Vimicro Shenzhen”) duly organized and validly existing under the laws of P.R.C.; (4) Transferor hereby agrees to transfer 100% of the issued and outstanding shares of the Target Company (Hereinafter referred to as “Target Equity”) to Transferee. The Transferee hereby agrees to purchase such Target Equity.
Agreement regarding the acquisition of equipment and software from ASB, dated August between Vimicro Tianjin and ASBVimicro International CORP • June 4th, 2010 • Semiconductors & related devices
Supplementary Agreement to the Transfer Contract of State-owned Land Use Right Ning Guo Tu Zi Rang He (2009) Bu No. (23)Supplementary Agreement • May 12th, 2010 • Vimicro International CORP • Semiconductors & related devices
Contract for Transfer of the User of the State-owned Land in Zhangjiang Semiconductor Industry Park, ShanghaiVimicro International CORP • June 17th, 2008 • Semiconductors & related devices • Shanghai
English Summary of “Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters Project”Vimicro International CORP • April 30th, 2015 • Semiconductors & related devices
This Agreement is entered into by and between Jiangsu Vimicro Electronics Corporation (“Party A”), Administrative Committee of Nanjing Xuzhuang Software Industry Base (“Party B”) and Jiangsu Newcom Optical & Electrical Communication Co., Ltd. (“Party C”) on January 19th, 2015. The Parties hereby reach the following terms on related matters of Customized Property:
Investment & Cooperation AgreementCooperation Agreement • June 17th, 2008 • Vimicro International CORP • Semiconductors & related devices
With a view to further stepping up the building of Xuzhuang Software Industrial Base and promoting the development of Vimicro’s Nanjing Project (the “Project”), having made consultations in line with the principle of mutual benefit, Party A and Party B agree as follows with regard to the relevant land use right transfer, investment and construction.
Assets Transfer Agreement between Vimicro Corporation (北京中星微电子有限公司) and Vimicro Qingdao Corporation (青岛中星微电子有限公司) December 27, 2011Assets Transfer Agreement • May 15th, 2012 • Vimicro International CORP • Semiconductors & related devices
A Vimicro Corporation, a company with limited liability incorporated and existing under the laws of People’s Republic of China (“PRC”), whose registered office is at 15/F, Shining Tower, No. 35 Xueyuan Road, Beijing, P.R.C, together with its affiliates, as one party (“Party A”); and
Agreement for the Transfer of Land Use Right of State-owned Construction Land in Tianjin (for Industrial Construction) Supervised by Tianjin Municipal Bureau of Land Resources and Housing ManagementVimicro International CORP • July 9th, 2009 • Semiconductors & related devices
Zhuhai Hengqin New Area Administrative Committee Vimicro Corporation Cooperation Agreement May 2014Vimicro International CORP • April 30th, 2015 • Semiconductors & related devices
In accordance with the “Strategic Cooperation Framework Agreement on the Project of ‘Industrialization Development and Application of Chip System of Starlight China Chip Internet of Things Project-SVAC National Standardized Internet of Things for Security Surveillance’” (the “Strategic Cooperation Framework Agreement”) entered into by and between The Economic & Information Commission of Guangdong Province and Vimicro Corporation in Guangzhou on February 27th, 2014, Vimicro Corporation decides to place the project of “Industrialization Development and Application of Chip System of Starlight China Chip Internet of Things Project-SVAC National Standardized Internet of Things for Security Surveillance” (the “Project”) in Hengqin of Zhuhai City. Through friendly consultation between the Zhuhai Municipal People’s Government and Vimicro Corporation, Zhuhai Hengqin New Area Administrative Committee and Vimicro Corporation sign this cooperation agreement to specify the implementation, construct
34,788,252 Shares VIMICRO INTERNATIONAL CORPORATION ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2005 • Vimicro International CORP • Semiconductors & related devices • New York
The undersigned understands that Morgan Stanley Dean Witter (Asia) Limited (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vimicro International Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of that certain number of ordinary shares (the “Shares”) par value US$0.0001 per share of the Company (the “Ordinary Shares”) in the form of American Depositary Shares.
Cooperation Framework Agreement between Vimicro International Corporation and Beijing Zhongxing Tianshi Investment Center (“Vimicro Management Foundation”) December 27, 2010Cooperation Framework Agreement • June 30th, 2011 • Vimicro International CORP • Semiconductors & related devices
A Vimicro International Corporation, a company with limited liability incorporated and existing under the laws of the Cayman Islands, whose registered office is at P.O. Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, as one party ( “Party A”); and
SHAREHOLDERS AGREEMENT among VIMICRO INTERNATIONAL CORPORATION, GENERAL ATLANTIC PARTNERS (BERMUDA), L.P., GAP-W INTERNATIONAL, LLC, GAP COINVESTMENTS III, LLC, GAP COINVESTMENTS IV, LLC, GAPSTAR, LLC, GAPCO GMBH & CO. KG and THE OTHER SHAREHOLDERS...Shareholders Agreement • October 24th, 2005 • Vimicro International CORP • New York
SHAREHOLDERS AGREEMENT (this “Agreement”) dated October 12, 2004, among Vimicro International Corporation, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GAP Coinvestments III, LLC, a Delaware limited partnership (“GAP Coinvestment III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestment IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”), GAPCO GmbH & Co. KG, a German limited partnership (“GmbH Coinvestment”), the shareholders listed on Schedule 1 hereto (the “Major Investors”) and the other existing shareholders listed on Schedule 2 hereto (the “Minor Shareholders”) and the shareholders listed on Schedule 3 hereto (the “Other Series A Investors”).
Strategic Cooperation Framework Agreement on the Project of Starlight China Chip Internet of Things Project-SVAC National Standardized Internet of Things for Security Surveillance” The Economic & Information Commission of Guangdong Province Vimicro...Vimicro International CORP • April 30th, 2015 • Semiconductors & related devices
This strategic cooperation framework agreement is entered into by and between the Economic & Information Commission of Guangdong Province (“Party A”) and Vimicro Corporation (the core company of Vimicro) (“Party B”) on implementation and construction of the project of “Industrialization Development and Application of Chip System of Starlight China Chip Internet of Things Project-SVAC (Surveillance Video and Audio Coding) National Standardized Internet of Things for Security Surveillance” through friendly consultations in order to implement national and Guangdong Provincial strategic deployment of accelerating the development of Internet of things, promote independent innovation and technological application of internet of things for security surveillance and complete the important task of making Guangdong a pilot demonstration province of SVAC national standard in China.
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT (the “Agreement”)Employment and Confidentiality Agreement • October 24th, 2005 • Vimicro International CORP • New York
Equipment and Software Sales Contract Between Vimicro Electronics Corporation And Alcatel-Lucent Shanghai Bell Co., Ltd. Date: August 28, 2009Sales Agency Agreement • May 12th, 2010 • Vimicro International CORP • Semiconductors & related devices
The Parties have, through friendly consultation, entered into this Contract in accordance with “Contract Law of the People’s Republic of China” and other relevant laws and regulations, and agreed as follows:
Nominee AgreementNominee Agreement • April 30th, 2013 • Vimicro International CORP • Semiconductors & related devices
English Summary of “Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters Project”Vimicro International CORP • April 30th, 2015 • Semiconductors & related devices
This Agreement is entered into by and between Jiangsu Vimicro Electronics Corporation (“Party A”), Administrative Committee of Nanjing Xuzhuang Software Industry Base (“Party B”) and Jiangsu Qinshantong Investment Co., Ltd. (“Party C”) on December 3rd, 2014. The Parties hereby reach the following terms on related matters of Customized Property:
English Summary of “Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters Project”Vimicro International CORP • April 30th, 2015 • Semiconductors & related devices
This Agreement is entered into by and between Jiangsu Vimicro Electronics Corporation (“Party A”), Administrative Committee of Nanjing Xuzhuang Software Industry Base (“Party B”) and Nanjing Meidong Hanwei Technology Co., Ltd.,, Ltd. (“Party C”) on April 10th, 2014. The Parties hereby reach the following terms on related matters of Customized Property:
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 29th, 2014 • Vimicro International CORP • Semiconductors & related devices • New York
This Purchase and Sale Agreement (this “Agreement”), dated as of December 18, 2013, is among Vimicro International Corporation, a company incorporated in the Cayman Islands (the “Company”), and each of the selling shareholders listed on Schedule 1 hereto (each, a “Seller” and collectively, the “Sellers”).
SHAREHOLDERS AGREEMENTShareholders Agreement • July 9th, 2009 • Vimicro International CORP • Semiconductors & related devices
Party A: Beijing Zhongxing Tianshi Investment Center (Limited Partnership) (“Management Fund”), an entity incorporated under the laws of the PRC and with its principal office located at 1608A, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, 10083, PRC.
ENGLISH SUMMARY OF CONSTRUCTION CONTRACTSummary of Construction Contract • April 29th, 2014 • Vimicro International CORP • Semiconductors & related devices
This Contract is entered into by and between Jiangsu Vimicro Electronics Corporation as the owner (hereinafter the “Owner”) and Jiangsu International Economic Technology Cooperation Group Co. Ltd., as the general contractor (hereinafter the “Contractor”) on March 25, 2014. The Contractor agreed to construct the facility according to Owner’s specifications and procure the Owner’s approval for any subcontracting.
Shareholders AgreementShareholders Agreement • July 9th, 2009 • Vimicro International CORP • Semiconductors & related devices
Supplementary Agreement Regarding the Investment & Cooperation AgreementVimicro International CORP • July 9th, 2009 • Semiconductors & related devices
This Supplementary Agreement shall be the supplementary agreement of the Investment & Cooperation Agreement (hereinafter referred to as “the Original Agreement”) which was entered into by and between Party A and Party B on December 26, 2007.
Agreement regarding the acquisition Of ViSS business from ASB dated August 28, 2009 Between Vimicro Tianjin And ASBSales Agency Agreement • June 4th, 2010 • Vimicro International CORP • Semiconductors & related devices
Whereas Board of Directors, shareholders and relevant approval departments of ASB and Vimicro have both considered it appropriate and acceptable for ASB to transfer and Vimicro to accept the assets, liabilities and interests related to ViSS business;
Cooperative Agreement of Tianjin Economic-Technological Development Area Administrative Committee, Vimicro Corporation and Beijing Zhongxing Tianshi Investment Center (Limited Partnership)Cooperative Agreement • July 9th, 2009 • Vimicro International CORP • Semiconductors & related devices
This Cooperative Agreement (hereinafter referred to as the “Agreement”) is executed by the following three Parties on September 24, 2008 in Tianjin City, People’s Republic of China (hereinafter referred to as “China”).
Supplementary AgreementSupplementary Agreement • July 16th, 2007 • Vimicro International CORP • Semiconductors & related devices
• The land for the construction of the Project contains the Replacing Plot A under the Urban Design Plan of the Cuneiform Greenbelt along Jingchang Highway, with authorized requisitioned land for the greenbelt, which is located east of the Replacing Plot, northwest of Jianxiang Overpass, and along the south section of Xiaoyue River (for details, see the Approval for Urban Design Plan of the Cuneiform Greenbelt along Jingchang Highway as issued by Beijing Municipal Commission of Urban Planning (BMCUP) as Annex 2 hereinabove.
Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters ProjectVimicro International CORP • April 29th, 2014 • Semiconductors & related devices
Party A and Party B (together, the “Parties”) hereto, through friendly negotiations, hereby reach an agreement with respect to the construction of the former Nanjing Xuzhuang Vimicro Electronics Research, Development and Testing Base Project and the transfer of such property. In order to facilitate project construction, the Parties agree to the following under this Customized Property Alteration Entrustment Agreement (this “Agreement”):
