[] [EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among Vimicro International Corporation Vimicro China (Parent) Limited and Vimicro China Acquisition Limited Dated as of September 15, 2015 TABLE OF CONTENTS Page Article I 2 Section 1.1 Certain Definitions 2 Section 1.2 Additional Definitions 9 Section 1.3 Certain Interpretations 10 Article II 11 Section 2.1 The Merger 11 Section 2.2] [AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment This Amendment No. 2 to Rights Agreement (this " Company Rights Agent WITNESSETH : WHEREAS Agreement WHEREAS WHEREAS Merger Agreement Parent Merger Sub Merger WHEREAS WHEREAS NOW, THEREFORE Amendment to Definitions . 1. amended to add the following sentence following the last sentence thereof “Notwithstanding anything to the contrary in this Agreement: (i)] []

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[Vimicro Announces Unaudited Second-Quarter 2015 Financial Results Second-Quarter 2015 Financial Highlights - Second-quarter revenues of $31.7 million, up 32.1% year over year - Quarterly video surveillance revenues of $30.3 million, up 50.8% year over year - Quarterly gross margin at 47.5%, as compared to 37.8% year over year, and 40.1% quarter over quarter - Quarterly non-GAAP net income attributable to] []