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.
Nominee AgreementNominee Agreement • April 30th, 2013 • Vimicro International CORP • Semiconductors & related devices
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • April 30th, 2013 • Vimicro International CORP • Semiconductors & related devices • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of March 12, 2013, by and among 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 Coinvestments III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestments IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”) and GAPCO GmbH & Co. KG, a German limited partnership (together with GAP LP, GAP-W, GAP Coinvestments III, GAP Coinvestments IV and GapStar, each an “Assignor,” and collectively, the “Assignors”), and Steve Bishop (the “Assignee”), and for purposes of Section 2 hereof and the consent set forth on the signature page hereto, Vimicro International Corporation (the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • April 30th, 2013 • Vimicro International CORP • Semiconductors & related devices
THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is entered into between Vimicro Corporation (hereinafter the “Creditor”), and Qingdao Vimicro Corporation (hereinafter the “Debtor”) on April 26, 2013.
Shanxi Guoxin Investment (Group) Corporation Vimicro Corporation Beijing Zhongxing Tianshi Consulting Company Investment Agreement Regarding the Establishment of Zhongtianxin Science and Technology Co., Ltd. July 13, 2012Investment Agreement • April 30th, 2013 • Vimicro International CORP • Semiconductors & related devices
This Investment Agreement (this “Agreement”) is made and entered into on July 13, 2012 in Taiyuan, Shanxi Province, the People’s Republic of China (“China,” which excludes the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan for the purpose of this Agreement only), by and between:
