ROLLOVER AGREEMENTRollover Agreement • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
This ROLLOVER AGREEMENT (this “Agreement”), by and among Vimicro China (Parent) Limited, an exempted company incorporated in the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of Vimicro International Corporation, an exempted company incorporated in the Cayman Islands (the “Company”), listed on the signature page hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”), is made and entered into as of September 15, 2015. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (defined below).
RESTATED CONSORTIUM AGREEMENTConsortium Agreement • September 16th, 2015 • Deng Zhonghan • Semiconductors & related devices • Hong Kong
THIS RESTATED CONSORTIUM AGREEMENT, dated September 11, 2015 (this “Agreement”), among Mr. Zhonghan (John) Deng (“Mr. Deng”), Mr. Zhaowei (Kevin) Jin (“Mr. Jin” and together with Mr. Deng, the “Founders”), Vimicro Beijing Corporation, a British Virgin Islands company controlled by Mr. Deng, Vimicro Shenzhen Corporation, a British Virgin Islands company controlled by Mr. Jin (the foregoing two parties, the “Founder Shareholders” and, collectively with the Founders, the “Founder Parties”), Mr. Xiaodong (Dave) Yang (“Mr. Yang”), Vimicro Tianjin Corporation, a British Virgin Islands company controlled by Mr. Yang, and Mr. Shengda Zan (together with one or more Affiliates and/or entities beneficially majority owned by Mr. Shengda Zan, “Sponsor”). Each of Sponsor, Mr. Yang, Vimicro Tianjin Corporation and the Founder Parties is referred to herein as a “Consortium Member” and, collectively, the “Consortium.” Unless otherwise defined herein, capitalized terms are defined in Section 10.1 hereof
VOTING AGREEMENTVoting Agreement • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 15, 2015 by and among Vimicro China (Parent) Limited, a company incorporated under the laws of the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Vimicro Tianjin Corporation, a company incorporated under the laws of the British Virgin Islands (“Holdco”) and Xiaodong (Dave) Yang, a citizen of the People’s Republic of China (“Mr. Yang”, together with the Holdco, collectively, the “Shareholders” and each a “Shareholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
COMMITMENT LETTER September 15, 2015Commitment Letter • September 25th, 2015 • Deng Zhonghan • 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
VOTING AGREEMENTVoting Agreement • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 15, 2015 by and among Vimicro China (Parent) Limited, a company incorporated under the laws of the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and Alpha Spring Limited, a company incorporated under the laws of the British Virgin Islands (the “Shareholder”) and, solely for purposes of Section 6.4 hereof, Nantong Zongyi Investment Co., Ltd. and Shengda Zan (collectively, the “Indirect Owners”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
SPONSOR LIMITED GUARANTEESponsor Limited Guarantee • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
SPONSOR LIMITED GUARANTEE, dated as of September 15, 2015 (this "Sponsor Limited Guarantee"), by Alpha Spring Limited, a limited liability company incorporated under the laws of the British Virgin Islands, and Nantong Zongyi Investment Co., Ltd., a limited company incorporated under the laws of People’s Republic of China (each, a “Guarantor” and collectively, the "Sponsor Guarantor" or the "Guarantors") in favor of Vimicro International Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Guaranteed Party"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 13th, 2015 • Deng Zhonghan • Semiconductors & related devices
This AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of November 3, 2015 (this “Amendment”), is by and among Vimicro China (Parent) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), 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”), and Vimicro International Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
CONSORTIUM AGREEMENTConsortium Agreement • August 17th, 2015 • Deng Zhonghan • Semiconductors & related devices • Hong Kong
CONSORTIUM AGREEMENT, dated August 5, 2015 (this “Agreement”), among Mr. Zhonghan (John) Deng (“Mr. Deng”), Mr. Zhaowei (Kevin) Jin (“Mr. Jin” and together with Mr. Deng, the “Founders”), Vimicro Beijing Corporation, a British Virgin Islands company controlled by Mr. Deng, Vimicro Shenzhen Corporation, a British Virgin Islands company controlled by Mr. Jin (the foregoing two parties, the “Founder Shareholders” and, collectively with the Founders, the “Founder Parties”), and Mr. Shengda Zan, together with one or more Affiliates and/or entities beneficially majority owned by Mr. Shengda Zan (“Sponsor”). Each of Sponsor and the Founder Parties is referred to herein as a “Consortium Member” and, collectively, the “Consortium.” Unless otherwise defined herein, capitalized terms are defined in Section 10.1 hereof.
FOUNDER LIMITED GUARANTEEFounder Limited Guarantee • September 25th, 2015 • Deng Zhonghan • Semiconductors & related devices • New York
FOUNDER LIMITED GUARANTEE, dated as of September 15, 2015 (this "Founder Limited Guarantee"), by the persons listed on Schedule A (each, a "Guarantor" and collectively, the “Founder Guarantor” or the "Guarantors") in favor of Vimicro International Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Guaranteed Party"). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below).
AMENDMENT No. 1 TO THE ROLLOVER AGREEMENTRollover Agreement • November 13th, 2015 • Deng Zhonghan • Semiconductors & related devices
This AMENDMENT No. 1 TO THE ROLLOVER AGREEMENT, dated as of November 3, 2015 (this “Amendment”), is by and among Vimicro China (Parent) Limited, an exempted company incorporated in the Cayman Islands (“Parent”), Vimicro China Acquisition Limited, an exempted company incorporated in the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of Vimicro International Corporation, an exempted company incorporated in the Cayman Islands (the “Company”), listed on the signature page hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).
joint filing agreementJoint Filing Agreement • September 16th, 2015 • Deng Zhonghan • Semiconductors & related devices
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • August 17th, 2015 • Deng Zhonghan • Semiconductors & related devices
This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
