0001193125-05-207004 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification 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”).

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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”).

REORGANIZATION AND SUBSCRIPTION AGREEMENT by and among Vimicro International Corporation and the Subscribers (as defined herein)
Reorganization and Subscription Agreement • October 24th, 2005 • Vimicro International CORP • New York

This REORGANIZATION AND SUBSCRIPTION AGREEMENT (this “Agreement”) dated as of March 17, 2004, is made and entered into by and among the subscribers listed in Schedule I hereto (collectively, the “Subscribers” and each individually, a “Subscriber”), and Vimicro International Corporation, an exempted company with limited liability organized and existing under the laws of Cayman Islands (the “Company).

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...
Shareholder 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”).

EMPLOYMENT AND CONFIDENTIALITY AGREEMENT (the “Agreement”)
Employment Agreement • October 24th, 2005 • Vimicro International CORP • New York
Shareholding Transfer Agreement March 17, 2004
Shareholding Transfer Agreement • October 24th, 2005 • Vimicro International CORP

THIS SHAREHOLDING TRANSFER AGREEMENT (hereinafter referred to as “this Agreement”) is made on March 17, 2004 in Beijing, the People’s Republic of China (hereinafter referred to as the “PRC”), between:

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