[] [ViSS Business Transfer Contract Party A: Alcatel-Lucent Shanghai Bell Co., Ltd. (hereinafter “ASB”) Domicile: No.388 Ningqiao Road, Jinqiao Export Processing Zone, Pudong New District, Shanghai Legal representative: Yuan Xin Post: Chairman Party B: Vimicro Electronics Corporation (hereinafter “Vimicro”) Domicile: F2, Block A1, Tianjin University Science Park, No.80 4 th Street, Tianjin Economic and Technological Development Zone Legal representative: Deng Zhonghan] [Equipment and Software Sales Contract Between Vimicro Electronics Corporation And Alcatel-Lucent Shanghai Bell Co., Ltd. 1 Party A: Alcatel-Lucent Shanghai Bell Co., Ltd. (hereinafter the “Seller”) Domicile: No.388 Ningqiao Road, Jinqiao Export Processing Zone, Pudong New District, Shanghai Legal representative: Yuan Xin Post: Chairman Party B: Vimicro Electronics Corporation (hereinafter the “Buyer”) Domicile: F2, Block A1, Tianjin University Science Park,] [Certification by the Chief Executive Officer I, Zhonghan (John) Deng, certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [Certification by the Chief Financial Officer I, David Wei Tang, certify that: 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhonghan (John) Deng Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. David Wei Tang Chief Financial Officer]