[FOUNDER LIMITED GUARANTEE Founder Limited Guarantee Guarantor Founder Guarantor Guarantors Guaranteed Party FOUNDER LIMITED GUARANTEE, dated as of September 15, 2015 (this " GUARANTEE Merger Agreement Parent Merger Sub Merger provided Cap 1. Non-Recourse Party Founder Retained Claims 2. 2 NO WAIVER; CUMULATIVE RIGHTS 3. 4. Section 7 3 NO ASSIGNMENT 5. NOTICES 6. if to the Guarantors: 15/F Shining] [SPONSOR LIMITED GUARANTEE Limited Guarantee Guarantor Sponsor Guarantor Guarantors Guaranteed Party SPONSOR LIMITED GUARANTEE, dated as of September 15, 2015 (this "Sponsor GUARANTEE Merger Agreement Parent Merger Sub Merger provided Cap 1. Non-Recourse Party Sponsor Retained Claims 2. 2 NO WAIVER; CUMULATIVE RIGHTS 3. 4. Section 7 NO ASSIGNMENT 5. 3 NOTICES 6. if to the Guarantors: Alpha Spring Limited] [COMMITMENT LETTER September 15, 2015 Alpha Spring Limited Room 906, Bank of Shanghai Tower, 168 Middle Yincheng Road, Pudong District, Shanghai, People’s Republic of China Fax No.: +8621 6859-1615 Attn: David Lee Ladies and Gentlemen: Sponsor Parent Merger Agreement Company Merger Sub Merger This letter agreement sets forth the commitment of Alpha Spring Limited, a limited liability company incorporated under] [ROLLOVER AGREEMENT Agreement Parent Merger Sub Company Rollover Shareholder Rollover Shareholders This ROLLOVER AGREEMENT (this “ Merger Agreement WHEREAS, Parent and Merger Sub have entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “ Schedule 1 Rollover Shares Schedule 1 Parent Issued] [VOTING AGREEMENT Agreement Parent Merger Sub Shareholder Indirect Owners This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholder, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is a condition] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Yang Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Deng Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] [VOTING AGREEMENT Agreement Parent Merger Sub Holdco Mr. Jin Shareholders Shareholder This VOTING AGREEMENT (this “ Company Merger Agreement Merger WHEREAS, Parent, Merger Sub and Vimicro International Corporation (the “ WHEREAS, the Shareholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement; Securities Rollover Agreement WHEREAS, receipt of the Requisite Shareholder Approval is] []

[joint filing agreement This Joint Filing Agreement may be executed in any number of counterparts all of which together shall constitute one and the same instrument. ZHONGHAN (John) DENG Vimicro Beijing Corporation Zhonghan (John) Deng Director ZHAOWEI (Kevin) JIN Vimicro Shenzhen Corporation Zhaowei (Kevin) Jin Director XIAODONG (DAVE) YANG Vimicro Tianjin Corporation Xiaodong (Dave) Yang Director] [Strictly Confidential RESTATED CONSORTIUM AGREEMENT Agreement Mr. Deng Mr. Jin Founders Founder Shareholders Founder Parties Mr. Yang Sponsor Consortium Member Consortium THIS RESTATED CONSORTIUM AGREEMENT, dated September 11, 2015 (this “ Transaction Target Exchange Act WHEREAS, the Consortium Members propose to undertake an acquisition transaction (the “ Holdco Acquisition Company Closing Surviving Company WHEREAS, (a) in connection with the Transaction,] []