**Exhibit 10.20**

**STOCK PLEDGE AGREEMENT**

**THISSTOCK PLEDGE AGREEMENT** is entered into as of this 16th* *day of March, 2007,by **OMNIVISION TECHNOLOGIES, INC.,**a Delaware corporation (**“Pledgor”**),as pledgor, in favor of **CITIBANK N.A.,**a national banking association (**“SecuredParty”**), as secured party.

**WHEREAS,**Pledgor has entered into that certain Loan and Security Agreement, dated as ofthe date hereof (as amended, supplemented or modified from time to time, the **“Loan Agreement”**), pursuant to whichPledgor agreed to borrow from Secured Party, and Secured Party has agreed tolend to Pledgor (the **“Loan”**),certain amounts all in accordance with and subject to the terms and conditionsset forth in the Loan Agreement, and all other Loan Documents (as defined inthe Loan Agreement).

**WHEREAS,**Pledgor owns the issued and outstanding shares of capital stock and otherequity securities and ownership interests of OmniVision International HoldingsLtd. (**“Holdings”**);

**WHEREAS,**as a condition precedent to the obligation of Secured Party to execute anddeliver and perform under the Loan Agreement and the other Loan Documents,Pledgor is required, and has agreed, to enter into and deliver this Agreementand to pledge to Secured Party, and grant a security interest in, the Pledged Collateral(as hereinafter defined) as security for Pledgor’s obligations under the LoanAgreement; and

**WHEREAS,**Secured Party is willing to execute, deliver and perform under the LoanAgreement and the other Loan Documents only upon the condition that Pledgorexecutes and delivers to Secured Party this Agreement and agrees to perform andto comply with its obligations under this Agreement;

**NOW,THEREFORE,** in consideration of the foregoing and of themutual covenants and agreements hereinafter set forth, the receipt andsufficiency of which are hereby acknowledged, and as an inducement for SecuredParty to enter into the Loan Agreement and the other Loan Documents, theparties hereto, intending to be legally bound hereby, do agree as follows:

**1.**        DEFINITIONS AND REFERENCES

**1.1.****     Defined Terms**

As used in thisAgreement, the following terms shall have the meanings specified in this Section1.1:

**“Agreement”**shall be defined to mean this Stock Pledge Agreement as amended, supplementedor modified from time to time.

**“Default”**shall mean any event, fact, circumstance or condition that, with the giving ofapplicable notice or passage of time or both, would constitute or be or resultin an Event of Default hereunder or under any Loan Document.

**“Eventof Default”** shall mean the occurrence of any of the eventsset forth in Article VI.

**“MaterialAdverse Effect”** or **“MaterialAdverse Change”** means a material adverse effect on (i) the business,assets, condition (financial or otherwise) or results of operations of Pledgorof any of the obligations secured by the Deed of Trust or this Agreement orhereby, (ii) the ability of Pledgor to perform its obligations under thisAgreement (including, without limitation, repayment of the Loans and allamounts secured by the Deed of Trust or this Agreement as they come due), or(iii) the validity or

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enforceability of this Agreement or any otheragreement or document entered into by any party in connection herewith, or therights or remedies of Lender hereunder or thereunder.

**“Obligations”**means all present and future obligations, indebtedness and liabilities ofPledgor under any Loan Documents to Secured Party at any time and from time totime of every kind, nature and description, direct or indirect, secured orunsecured, joint and several, absolute or contingent, due or to become due,matured or unmatured, now existing or hereafter arising, contractual ortortious, liquidated or unliquidated, under any of the Loan Documents orotherwise relating to the Loan, including, without limitation, all applicablefees, charges and expenses and/or all amounts paid or advanced by Secured Partyon behalf of or for the benefit of Pledgor for any reason at any time,including in each case obligations of performance as well as obligations ofpayment and interest that accrue after the commencement of any proceeding underany debtor relief law by or against any such Person.

**“PledgedCollateral”** shall mean, collectively and each individually,sixty-five percent (65%) of the issued and outstanding shares of capital stockof Holdings owned or held of record or beneficially by Pledgor on the datehereof in the amounts set forth on and as listed on Schedule 1.1 (andthe certificates, copies of which are attached hereto, representing suchshares.

**1.2.****     General Terms**

All capitalized terms inthis Agreement and not defined herein shall have the defined meanings providedin the Loan Agreement. Unless otherwise specified, as used in this Agreement orin any certificate, report, instrument or other document made or deliveredpursuant to this Agreement, all accounting terms not defined in this Agreementor in the Loan Agreement shall have the meanings given to such terms in andshall be interpreted in accordance with GAAP.

**2.**        PLEDGE OF COLLATERAL

(a)       As security for the due andpunctual payment and performance by Pledgor of all the Obligations, including,without limitation, all of Pledgor’s obligations to Secured Party under theLoan Agreement, this Agreement and the other Loan Documents (collectively, the **“Secured Obligations”**), Pledgor hereby (i)pledges and assigns to Secured Party all of the Pledged Collateral and all ofits right, title and interest in and to the Pledged Collateral, and (ii) grantsto Secured Party a continuing first priority security interest in and Lien uponthe Pledged Collateral.

(b)       Simultaneously with theexecution of this Agreement, Pledgor shall deliver to Secured Party allcertificates representing the Pledged Collateral described in clause (i) of thedefinition of Pledged Collateral, and will deliver to Secured Party allcertificates representing the Pledged Collateral described in clauses (ii) and(iii) of the definition of Pledged Collateral within ten (10) Business Daysafter Pledgor’s acquisition of such shares or other equity securities or ownershipinterests or other items. Each such certificate shall be registered in the nameof Pledgor, duly endorsed in blank or accompanied by a stock power dulyexecuted by Pledgor in blank, in form and substance satisfactory to SecuredParty, with any and all documentary tax stamps and other documents necessary tocause Secured Party to have a good, valid and perfected continuing firstpriority pledge of, Lien on and security interest in the Pledged Collateral,free and clear of any mortgage, pledge, Lien, security interest, hypothecation,assignment, charge, right, encumbrance or transfer or other restriction(individually, **“Encumbrance”** andcollectively, **“Encumbrances”**),including, without limitation, any necessary notations in the corporate orother records books of Pledgor or the entity in which such shares, equitysecurities or ownership interests evidence an ownership stake. At any timefollowing the occurrence and continuation of an Event of Default, any or all ofthe Pledged Collateral, at the option of Secured Party exercised in accordancewith Section 3 hereof, may be registered in the name of Secured Party orof its nominee, and Pledgor hereby covenants that, upon demand therefor bySecured Party, Pledgor shall or shall cause the entity in which such shares,equity securities or ownership interests evidence an ownership stake to effectsuch registration. Pledgor acknowledges that Secured Party will engage counsel,at Pledgor’s sole cost and expense, in the

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Cayman Islands to review this Agreement. Withoutlimitation, Pledgor shall take such actions and execute such documents asrecommended by such counsel to better evidence or perfect the securityinterests created by this Agreement.

(c)       Secured Party herebyconfirms receipt of the certificates representing the Pledged Collateraldescribed in clause (i) of the definition of Pledged Collateral and agrees tohold the Pledged Collateral in accordance with the terms of this Agreement.

(d)       In addition to andnotwithstanding any other provision of this Agreement, Secured Party, in itssole discretion, shall have the right, at any time that Pledgor fails to do so,without prior notice to Pledgor, to: (i) obtain insurance covering any of thePledged Collateral to the extent required under the Loan Agreement, if any,(ii) pay for the performance of any of the Pledgor’s obligations hereunder;(iii) discharge taxes, liens, security interests, or other encumbrances at anytime levied or placed on any of the Pledged Collateral in violation of thisAgreement unless Pledgor is in good faith with due diligence by appropriateproceedings contesting those items; and (iv) pay for the maintenance andpreservation of any of the Pledged Collateral to the extent reasonablynecessary. Such expenses and advances shall be added to the Secured Obligationsuntil reimbursed to Secured Party and shall be secured by the PledgedCollateral. Any such payments and advances by Secured Party shall not beconstrued as a waiver by Secured Party of an Event of Default or any otherrights, remedies or powers of Secured Party hereunder or otherwise.

(e)       Within five (5) BusinessDays of any request by Secured Party, Pledgor, at its own cost and expense,will duly execute and deliver to Secured Party such financing statements,continuation statements, assignments, certificates and/or such otheragreements, assignments, instructions or documents as Secured Party may requestrelating to the Pledged Collateral or otherwise to enable Secured Party tocreate, maintain and perfect or from time to time renew the security interestsgranted hereby or to create, maintain and perfect a security interest in anyadditional Pledged Collateral hereafter acquired by Pledgor or in any and alladditions to and/or replacements, products and proceeds of any of the foregoing,all in form and substance satisfactory to Secured Party. Pledgor will pay allreasonable costs associated therewith, including without limitation, the costof filing any of the foregoing in all public offices or other locationswherever Secured Party deems filing to be necessary or desirable. Pledgorirrevocably grants Secured Party the right, at Secured Party’s option, to fileany or all of the foregoing pursuant to the UCC and otherwise, and Pledgorirrevocably appoints Secured Party as Pledgor’s attorney in fact to execute anyof the foregoing in Pledgor’s name and to perform all other acts that SecuredParty deems appropriate to perfect and continue the security interestsconferred by this Agreement or otherwise to effect fully the purposes, terms andconditions of this Agreement, the Loan Agreement and the other Loan Documents.

(f)        No injury to, or loss ordestruction of, the Pledged Collateral or any Material Adverse Effect orMaterial Adverse Change shall relieve Pledgor of any of the Secured Obligations.

**3.**        VOTING RIGHTS, DIVIDENDSAND DISTRIBUTIONS

So long as no Event ofDefault shall have occurred and be continuing or would result from or be causedby any of the following:

(a)       Pledgor shall be entitledto exercise any and all voting and/or consensual rights and powers relating orpertaining to the Pledged Collateral or any part thereof, subject to the termshereof;

(b)       [Omitted]

(c)       Secured Party shall executeand deliver (or cause to be executed and delivered) to Pledgor all suchproxies, powers of attorney, dividend orders and other instruments as Pledgormay

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request for the purpose of enabling Pledgor toexercise the voting and/or consensual rights and powers that Pledgor isentitled to exercise pursuant to Section 3(a); and

(d)       Upon the occurrence andcontinuation of an Event of Default, all rights of Pledgor to exercise thevoting and/or consensual rights and powers that Pledgor is entitled to exercisepursuant to Section 3(a) shall cease immediately without any notice toPledgor or action by or on behalf of Secured Party or any other Person, and allsuch rights thereupon shall become vested in Secured Party automaticallywithout any action by any Person, and Secured Party shall have the sole andexclusive right and authority to exercise such voting and/or consensual rightsand powers and/or to receive and retain such dividends. In such case, Pledgorshall execute and deliver such proxies, powers of attorney, dividend orders andother instruments and documents as Secured Party may request or as may beotherwise required or desirable to enable Secured Party to exercise such rightsand receive such dividends. In addition, Secured Party is hereby appointed theattorney-in-fact of Pledgor, with full power of substitution, which appointmentas attorney-in-fact is irrevocable and coupled with an interest, to take allsuch actions after the occurrence and continuation of an Event of Default,whether in the name of Secured Party or Pledgor, as Secured Party may considernecessary or desirable for the purpose of exercising such rights and receivingsuch dividends. Any and all money and other property paid over to or receivedby Secured Party pursuant to the provisions of this Section 3(d) shallbe retained by Secured Party as part of the Pledged Collateral and shall beapplied in accordance with the provisions hereof.

**4.**        REMEDIES ON DEFAULT

(a)       Notwithstanding and withoutlimiting any other provision of this Agreement or any of the Loan Documents, ifat any time an Event of Default shall have occurred and be continuing, then, inaddition to having the right to exercise any right or remedy of a secured partyupon default under the UCC or applicable law or at equity, Secured Party may,to the extent permitted by law, without being required to give any notice toPledgor or to take or do any action (except as provided below):

(i)        apply any cash held by ithereunder in the manner provided in Section 4(l); and

(ii)       if there shall be no suchcash or if the cash so applied shall be insufficient to pay in full the itemsspecified in Section 4(l)(i) and 4(l)(ii), collect, receive,appropriate and realize upon the Pledged Collateral or any part thereof, and/orsell, assign, transfer, contract to sell or otherwise dispose of and deliverthe Pledged Collateral or any part thereof, in its entirety or in portions, atpublic or private sale or at any broker’s board, on any securities exchange orat any of Secured Party’s places of business or elsewhere, for cash, uponcredit or for future delivery, and at such price or prices as Secured Party maydeem best, and Secured Party may (except as otherwise provided by law) be thepurchaser of any or all of the Pledged Collateral so sold and thereafter mayhold the same, absolutely, free from any right or claim of whatsoever kind.

(b)       In the event of a sale asaforesaid, Secured Party may, at any such sale, restrict the number ofprospective bidders or purchasers and/or further restrict such prospectivebidders or purchasers to Persons who will represent and agree that they arepurchasing for their own account, for investment and not with a view to thedistribution or resale of the Pledged Collateral, and may otherwise requirethat such sale be conducted subject to restrictions as to such other matters asSecured Party may deem necessary in order that such sale may be effected insuch manner as to comply with all applicable state and federal securities andother laws. Upon any such sale, Secured Party shall have the right to deliver,assign and transfer the Pledged Collateral so sold to the purchaser thereof.

(c)       Pledgor hereby acknowledgesthat, notwithstanding that a higher price might be obtained for the PledgedCollateral at a public sale than at a private sale or sales, the making of apublic sale of the Pledged Collateral may be subject to registrationrequirements under applicable securities laws and other legal restrictions,compliance with which would make a public sale of the Pledged Collateralimpractical. Accordingly, Pledgor hereby agrees that private sales made bySecured Party in

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good faith in accordance with the provisions of this Article4 may be at prices and on other terms less favorable to the seller than ifthe Pledged Collateral were sold at a public sale, and that Secured Party shallnot have any obligation to take any steps in order to permit the PledgedCollateral to be sold at a public sale.

(d)       Intentionally omitted.

(e)       Each purchaser at any suchsale shall hold the property sold, absolutely free from any claim or rightwhatsoever, including any equity or right of redemption of Pledgor, and Pledgorhereby specifically waives all rights of redemption, stay or appraisal andother rights that Pledgor has or may have under any law, regulation or statutenow existing or hereafter adopted or otherwise. Secured Party shall givePledgor not less than ten (10) calendar days’ written notice of its intentionto make any such public or private sale. Such notice, in case of a public sale,shall state the time and place fixed for such sale, and, in case of a sale atbroker’s board, on a securities exchange, at one or more of Secured Party’splaces of business or elsewhere, shall state the board, exchange or otherlocation at which such sale is to be made and the day on which the PledgedCollateral, or that portion thereof so being sold, will first be offered forsale at such location. Such notice, in case of a private sale, shall state onlythe date on or after which such sale may be made. Any such notice given asaforesaid shall be deemed to be reasonable notification.

(f)        Any such public sale shallbe held at such time or times within ordinary business hours and at such placeor places as Secured Party may fix in the notice of such sale. At any sale thePledged Collateral may be sold in one lot as an entirety or in parts, as SecuredParty may determine. Secured Party shall not be obligated to make any salepursuant to any such notice. Secured Party may, without notice or publication,adjourn any sale or cause the same to be adjourned from time to time byannouncement at the time and place fixed for the sale, and such sale may bemade at any time or place to which the same may be so adjourned. In case of anysale of all or any part of the Pledged Collateral on credit or for futuredelivery, the Pledged Collateral so sold may be retained by Secured Party untilthe selling price is paid by the purchaser thereof, but Secured Party shall notincur any liability in case of the failure of such purchaser to take up and payfor the Pledged Collateral so sold and, in case of any such failure, suchPledged Collateral may again be sold upon like notice.

(g)       Secured Party, instead ofexercising the power of sale herein conferred upon it, may proceed by a suit orsuits at law or in equity to foreclose its Lien or security interest arisingfrom this Agreement and sell the Pledged Collateral, or any portion thereof,under a judgment or decree of a court or courts of competent jurisdiction.

(h)       Notwithstanding and withoutlimiting any other provision of this Agreement or any of the Loan Documents,upon the occurrence and continuation of an Event of Default, Secured Party orits nominee shall have the right, without notice to or the consent of Pledgor,to exercise any and all rights of conversion, exchange or subscription and anyother rights, privileges or options pertaining to any of the Pledged Collateralas if it were the absolute owner thereof, including, without limitation, theright to transfer, sell, dispose of or exchange, at its discretion, any or allof the Pledged Collateral upon the merger, consolidation, reorganization,recapitalization or other readjustment of Pledgor or subsidiary of Pledgor orsuch other Person.

(i)        On any sale of any part ofthe Pledged Collateral, Secured Party is hereby authorized to comply with anylimitation or restriction in connection with such sale that may be necessary inorder to avoid any violation of applicable law or in order to obtain anyrequired approval of the purchaser(s) by any Governmental Authority or officeror court.

(j)        Pledgor herebyacknowledges, understands and agrees that Secured Party (i) may exercise itsrights under the Loan Documents, whether or not they provide security for anyof the Secured Obligations, without exercising its rights hereunder oraffecting the security provided hereunder, and (ii) may proceed against all orany portion of the Pledged Collateral and all other collateral securing

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any of the Secured Obligations in such order and atsuch time as determined by Secured Party in its sole discretion. Pledgor herebyexpressly waives any rights under the doctrine of marshalling of assets.

(k)       Pledgor herebyacknowledges, understands and agrees that compliance with the foregoingprocedures shall satisfy any applicable requirements that such sale ordisposition be made in a commercially reasonable manner.

(l)        The proceeds of anycollection, recovery, receipt, appropriation, realization, transfer, exchange,disposition or sale as aforesaid shall be applied by Secured Party in thefollowing order:

(i)        First, to thepayment of all costs and expenses of every kind incurred by Secured Party inconnection therewith or incidental to the care, safekeeping or otherwise of anyof the Pledged Collateral, and to the payment of all sums which Secured Partymay be required or may elect to pay, if any, for taxes, assessments, insuranceand other charges upon the Pledged Collateral or any part thereof, and allother payments that Secured Party may be required or authorized to make underany provision of this Agreement including, without limitation, in-housedocumentation and diligence fees, search, audit, recording, and filing fees andexpenses and reasonable attorneys’ fees and expenses;

(ii)       Second, to thepayment of any other amounts due under the Secured Obligations (to be appliedin accordance with the Loan Agreement);

(iii)      Third, to thesatisfaction of indebtedness secured by any subordinate security interest ofrecord in the Pledged Collateral if written notification of demand therefor isreceived before distribution of the proceeds is completed; provided thatthe holder of a subordinate security interest shall furnish reasonable proof ofits interest to Secured Party, and unless it does so, Secured Party need notaddress its claims; and

(iv)      Finally, to thepayment to Pledgor of any surplus then remaining from such proceeds, unlessotherwise required by law or directed by a court of competent jurisdiction; providedthat Pledgor shall be liable for any deficiency if such proceeds areinsufficient to satisfy all of the Secured Obligations.

**5.**        REPRESENTATIONS,WARRANTIES AND COVENANTS OF PLEDGOR

(a)       Pledgor represents andwarrants to Secured Party as of the date hereof (which representations andwarranties shall survive the execution and delivery of this Agreement) asfollows:

(i)        Pledgor is a corporationduly organized, validly existing and in good standing under the laws of theState of Delaware and has full power, right and authority to (A) own thePledged Collateral, (B) execute, deliver and perform this Agreement, (C) pledgethe Pledged Collateral, and (D) grant the security interests and Liens in thePledged Collateral pursuant to this Agreement and otherwise consummate thetransactions contemplated under the other Loan Documents to which it is aparty;

(ii)       the execution, delivery andperformance by Pledgor of this Agreement and the consummation of thetransactions contemplated hereby have been duly and validly authorized by allnecessary actions on the part of Pledgor (none of which actions have beenmodified or rescinded, and all of which actions are in full force and effect),and this Agreement has been duly executed and delivered by Pledgor andconstitutes the legal, valid and binding obligation of Pledgor, enforceableagainst Pledgor in accordance with its terms, subject to the effect of any applicablebankruptcy, moratorium, insolvency, reorganization or other similar lawaffecting the enforceability of creditors’ rights generally and to the effectof general principles of equity which may limit the availability of equitableremedies (whether in a proceeding at law or in equity);

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(iii)      Pledgor is with respect tothe Pledged Collateral described in the definition of Pledged Collateral, thedirect record and beneficial owner of each share, security and other interestthat comprises the Pledged Collateral, and Pledgor has and will have good,valid and marketable title thereto, free and clear of all Encumbrances otherthan the security interests created by this Agreement; and Holdings is thedirect record and beneficial owner of each share, security and other interestthat comprises ownership interests in “OmniVision Hong Kong” (as definedherein) (other than one share owned by Xiao-Ying Hong and one share owned byXinping He (both of which shares are held in trust for Pledgor)) and Holdingshas and will have good, valid and marketable title thereto, free and clear ofall Encumbrances;

(iv)      all of the PledgedCollateral has been, or, with respect to the Pledged Collateral described inthe definition of Pledged Collateral not later than the time of delivery ofcertificates therefor will be, duly and validly issued, fully paid andnonassessable;

(v)       the Pledged Collateraldescribed in the definition of Pledged Collateral constitutes 65% of the issuedand outstanding capital stock of Holdings (calculated on a fully diluted, asconverted basis);

(vi)      the Pledged Collateral isand will be duly and validly pledged to Secured Party in accordance with law,and Secured Party has a good, valid and perfected first priority Lien on andsecurity interest in the Pledged Collateral and the proceeds thereof subject tono Encumbrances in favor of any other Person;

(vii)     the execution, delivery andperformance by Pledgor of this Agreement and the. consummation of thetransactions and the creation and granting of the security interests and Lienscontemplated thereby do not and will not (A) conflict with or violate thecertificate of incorporation, by-laws, limited liability agreement or similardocuments of Pledgor or of any entity whose securities constitute part of thePledged Collateral or any agreement by and between Pledgor or any such entityand its respective shareholders or equity owners or among any such shareholdersor equity owners; (B) conflict with, result in a breach of, constitute adefault of or an event of default under, or any event, fact, condition orcircumstance which, with notice or passage of time or both, would constitute orresult in a conflict, breach, default or event of default under, require anyconsent not obtained under, or result in or require the acceleration of anyindebtedness pursuant to, any agreement, indenture or other instrument to whichPledgor or any entity whose securities constitute part of the PledgedCollateral is a party or by which Pledgor or any entity whose securitiesconstitute part of the Pledged Collateral or any of its or their respectiveproperties or assets are bound or subject, the effect of which could reasonablybe expected to have or result in a Material Adverse Effect; (C) conflict withor violate any provision of any applicable law, statute, rule, regulation,ordinance, license or tariff or any judgment, decree or order of any court orother Governmental Authority binding on or applicable to Pledgor or any entitywhose securities constitute part of the Pledged Collateral or any of its ortheir respective properties or assets or any of the Pledged Collateral, or (D)result in the creation or imposition of any Lien of any nature whatsoever uponany of the properties or assets of Pledgor or any entity whose securities constitutepart of the Pledged Collateral except those contemplated hereunder;

(viii)    no approval, consent orauthorization of, filing, registration or qualification with, or other actionby, Pledgor or any entity whose securities constitute part of the PledgedCollateral, any Governmental Authority or any other Person is or will benecessary to permit the valid execution, delivery or performance of thisAgreement by Pledgor or consummation of the transactions or creation orgranting of the Liens and security interests contemplated hereby;

(ix)       there is no action, claim,suit, proceeding or investigation pending or, to the knowledge of Pledgor,currently threatened against or affecting the Pledged Collateral, or Pledgor orany entity whose securities constitute part of the Pledged Collateral, or thisAgreement or the transactions contemplated hereby, before or by any court,arbitrator or Governmental Authority (a) that questions or could prevent thevalidity of this Agreement or the right or ability of Pledgor to enter intothis Agreement or to consummate the transactions or create or grant the Liensand security interests contemplated hereby,

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(b) that could reasonably be expected to have orresult in, either individually or in the aggregate, any Material Adverse Changeor Material Adverse Effect, or (c) that could reasonably be expected to resultin any change in the current equity ownership of Pledgor or any entity whosesecurities constitute part of the Pledged Collateral or otherwise in a Changeof Control, nor is Pledgor aware that there is any basis for any of theforegoing;

(x)        neither Pledgor nor anyentity whose securities constitute part of the Pledged Collateral is (A) aparty or subject to any judgment, order or decree or any agreement, document orinstrument or subject to any restriction, any of which do or would materiallyadversely affect or prevent Pledgor’s ability to execute or deliver, or performunder, consummate the transactions contemplated by or to observe the covenantsand agreements contained in, this Agreement; (B) to Pledgor’s knowledge, indefault or breach of the performance, observance or fulfillment of anyobligation, covenant or condition contained in any agreement, document orinstrument to which Pledgor or such entity is a party or by which any of its ortheir properties or assets are bound or subject, which default or breach, ifnot remedied within any applicable grace or cure period could reasonably beexpected to have or result in a Material Adverse Effect, nor is there anyevent, fact, condition or circumstance which, with notice or passage of time,or both, would constitute or result in a conflict, breach, default or event ofdefault under, any of the foregoing which, if not remedied within anyapplicable grace or cure period could reasonably be expected to have or resultin a Material Adverse Effect; or (C) a party or subject to any agreement (oralor written), document or instrument with respect to, or obligation to pay any,service or management fee with respect to the ownership, operation, leasing orperformance of any of its business or any facility, nor is there any managerwith respect to any such facility.

(xi)       [omitted];

(xii)      the obligations of Pledgorunder this Agreement are not subordinated in any way to any other obligation ofPledgor or to the rights of any other Person; and

(xiii)     Other than the capital stock,there are no equity securities or other ownership interests in Holdings (norwill any be issued).

(b)       Until all Obligations havebeen performed and satisfied in full and indefeasibly paid in full in cash andthe Loan Agreement has been terminated, Pledgor hereby covenants that:

(i)        Pledgor shall not sell,lease, transfer, pledge, assign or otherwise dispose of any of the PledgedCollateral or any interest therein or any other interest in Holdings, andPledgor shall not create, incur, assume or suffer to exist any Encumbranceupon, in, against or with respect to any of the Pledged Collateral or anyinterest therein (except pursuant hereto) or any other interest in Holdings norshall Pledgor permit Holdings to sell, lease, transfer, pledge, assign orotherwise dispose of any interest of Holdings in OmniVision Technologies (HongKong) Company Limited **(“OmniVision Hong Kong”)**or any interest therein, and Holdings shall not create, incur,assume or suffer to exist any Encumbrance upon, in, against or with respect toany interest of Holdings in OmniVision Hong Kong;

(ii)       Pledgor shall at all timesretain complete control over Holdings and Holdings shall retain complete controlover OmniVision Hong Kong;

(iii)      Pledgor shall, and shallcause each entity whose securities constitute part of the Pledged Collateralto: (A) preserve and maintain its existence in good standing (except aspermitted or required under the Loan Agreement); (B) comply with all laws,rules, statutes, regulations, ordinances and tariffs and orders of allapplicable Governmental Authorities with respect to or applicable to itsbusiness, assets or operations or to any of the Pledged Collateral, except wherethe failure to comply could not reasonably be expected to have or result in aMaterial Adverse Effect; and (C) promptly upon the occurrence thereof and inany event within three (3) calendar days after Pledgor or any AuthorizedOfficer of Pledgor obtains knowledge thereof, give written notice to SecuredParty of (1) any action, suit, litigation, investigation, arbitration, disputeresolution proceeding or proceeding of any kind

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pending, instituted or threatened against oraffecting, involving or relating to Pledgor, any such entity or the PledgedCollateral or any of their respective properties or assets, whether or not theclaim is covered by insurance, to the extent the amount in controversy exceeds$10,000,000 (2) the filing, recording or assessment of any federal, state,local or foreign tax lien against the Pledged Collateral, Pledgor or any suchentity, (3) the occurrence of any Default or Event of Default, which noticeshall specify the nature and status thereof, the period of existence thereofand what action is proposed to be taken with respect thereto, (4) theoccurrence or existence of any event, fact, circumstance or condition whichconstitutes or results in, or would constitute or result in with the giving ofnotice or passage of time or both, an Event of Default, which notice shallspecify the nature and status thereof, the period of existence thereof and whataction is proposed to be taken with respect thereto, and (5) any otherdevelopment, event, fact, circumstance, condition or action of any natureagainst or affecting Pledgor or any such entity or otherwise, which couldreasonably be expected to have, lead to or result in a Material Adverse Effect,a Default or an Event of Default, in each case describing the nature and statusthereof and the action Pledgor proposes to take with respect thereto, and (6)any matter(s) materially affecting the value, enforceability or collectabilityof any of the Pledged Collateral.

(iv)      Pledgor shall, and shallcause each entity whose securities constitute part of the Pledged Collateralto, (a) perform in accordance with its terms every contract, agreement or otherarrangement (oral or written) to which it is a party or by which it or any ofthe Pledged Collateral is bound, except where the failure to perform could notreasonably be expected to have or result in a Material Adverse Effect, (b)comply with all laws, statutes, rules, regulations, ordinances and tariffs ofany applicable Governmental Authority with respect or applicable to itsbusiness, assets or operations or to the Pledged Collateral, except where thefailure to comply could not reasonably be expected to have or result in aMaterial Adverse Effect, (c) pay, discharge or otherwise satisfy at or beforematurity (subject where applicable to specified grace periods and, in the caseof the trade payable, to ordinary course payment practices) all of its and/ortheir material obligations and liabilities of whatsoever nature, except whenthe amount or validity thereof is currently being contested in good faith byappropriate proceedings and it shall have provided for such reserves as SecuredParty may deem proper and necessary in its sole discretion, (d) pay all taxes,assessments, fees, governmental charges, claims for labor, supplies, rent andall other obligations or liabilities of any kind of or imposed upon such Personor upon the Pledged Collateral, except liabilities being contested in goodfaith and against which adequate reserves have been established, except wherethe failure to pay could not reasonably be expected to have or result in aMaterial Adverse Effect, (e) obtain and deliver all required consents,approvals and agreements from such third parties as Secured Party shalldetermine are necessary or desirable in its good-faith discretion that aresatisfactory to Secured Party with respect to (I) this Agreement and the otherLoan Documents and the transactions contemplated hereby and thereby, (II)claims against Pledgor, any such entity or any of the Pledged Collateral,and/or (III) any agreement (oral or written), consent, document or instrumentto which any of them is a party or by which any of their properties or assetsare bound or subject, (f) perform in accordance with its terms every contract,agreement or other arrangement (oral or written) to which it is a party or bywhich it or any of the Pledged Collateral is bound, and (g) furnish to SecuredParty such additional information as Secured Party may reasonably request froma credit or security perspective or otherwise from time to time;

(v)       Pledgor shall, and shallcause each entity whose securities constitute part of the Pledged Collateralto, keep true, complete and accurate books of record with respect to thePledged Collateral in accordance with commercially reasonable business practices;and

(vi)      Pledgor shall not take orpermit to be taken, or permit or cause any entity whose securities constitutepart of the Pledged Collateral to take or permit to be taken, any action inconnection with the Pledged Collateral or otherwise which would impair thevalue of the Pledged Collateral or any portion thereof or the value of theinterests or rights of Pledgor or Secured Party therein or with respectthereto, including, without limitation, any amendment to or modification of thecertificate of incorporation (or similar charter documents) or bylaws (orsimilar documents) of Pledgor or such Person which would result in or cause anyof the foregoing.

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(vii)     Without Secured Party’s priorwritten consent, no distributions in property, returns of capital, dividendsand other distributions made on or in respect of the Pledged Collateral shalloccur, whether resulting from a subdivision, combination or reclassification ofthe outstanding capital stock, equity securities or other ownership interestsof Pledgor, or received in exchange for the Pledged Collateral or any partthereof or as a result of any merger, consolidation, acquisition, transfer,sale or disposition of the Pledged Collateral or other exchange of assets towhich Pledgor may be a party or otherwise.

**6.****        EVENTS OF DEFAULT**

(a)       The occurrence of any oneor more of the following shall constitute an “Event of Default” under thisAgreement:

(i)        Pledgor shall fail toperform, observe or comply with any covenant, obligation or agreement set forthin this Agreement; provided that Pledgor shall have the right to cure suchbreach within ten (10) days after discovery of such breach (except that, if thebreach is such that it cannot be remedied within said ten (10) day period, andPledgor promptly commences the remedy of such breach within ten (10) days ofthe start of such ten (10) day period and diligently pursues such remediationto completion, then such ten (10) day period shall be extended to such periodof time as may be reasonably necessary, but in no event more than a total ofthirty (30) days));

(ii)       any representation orwarranty made or deemed made by Pledgor in this Agreement shall not be true andcorrect in all material respects or shall have been false or misleading in anymaterial respect on the date when made or deemed to have been made (except tothe extent the representation or warranty is already qualified by materialityor the phrase “Material Adverse Effect” or “Material Adverse Change,” in whichcase it shall be true and correct in all respects and shall not be false ormisleading in any respect); provided that in the event that Pledgor did notknow, or have a reasonable basis to know, that such representations orwarranties were untrue, Pledgor shall have the right to cure the condition causingsuch representations or warranties to be untrue with ten (10) days afterdiscovery of the inaccuracy of such representation or warranty (except that, ifthe condition is such that it cannot be remedied within said ten (10) dayperiod, and Pledgor promptly commences the remedy of such condition within ten(10) days of the start of such ten (10) day period and diligently pursues suchremediation to completion, then such ten (10) day period shall be extended tosuch period of time as may be reasonably necessary, but in no event more than atotal of thirty (30) days));

(iii)      Holdings shall sell, lease,transfer, pledge, assign or otherwise dispose of any of its ownership interestin OmniVision Technologies (Hong Kong) Company Limited (the **“Hong Kong Interest”**),****or shall create, incur, assume or sufferto exist any Encumbrance upon, in, against or with respect to any of the HongKong Interest, without the prior written consent of Secured Party;

(iv)      any Event of Default underany Loan Document shall occur and be continuing past any cure period and shallnot have been waived in writing; or

(v)       this Agreement shall ceaseto be in full force and effect or any Lien or security interest createdhereunder shall cease to constitute a valid perfected first priority Lien andsecurity interest on the Pledged Collateral.

(b)       Notwithstanding and withoutlimiting or being limited by any other provision of this Agreement or the LoanDocuments, upon the occurrence and continuation of any Event of Default,Secured Party may, by notice to Pledgor take any actions permitted hereunder orunder the Loan Documents.

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**7.****        MISCELLANEOUS PROVISIONS**

**7.1.****     Expenses**

Without limiting or beinglimited by any other provision of this Agreement or the Loan Documents, Pledgorshall pay all costs and expenses incurred by Secured Party or any of itsAffiliates, including, without limitation, documentation and diligence fees andexpenses, all search, audit, appraisal, recording, professional and filing feesand expenses and all other out-of-pocket charges and expenses (including,without limitation, UCC and judgment and tax lien searches and UCC filings andfees for post-Closing UCC and judgment and tax lien searches), and reasonableattorneys’ fees and expenses, (a) in any effort to enforce this Agreement, anyother Loan Document and/or any related agreement, document or instrument, or toeffect collection hereunder or thereunder, (b) in connection with enteringinto, negotiating, preparing, reviewing and executing this Agreement and theother Loan Documents and all related agreements, documents and instruments, (c)arising in any way out of administration of the Obligations or the securityinterests or Liens created hereunder, (d) in connection with instituting,maintaining, preserving and enforcing Secured Party’s rights hereunder andenforcing and/or foreclosing on the security interests and/or Liens in any ofthe Pledged Collateral, through judicial process or otherwise, (e) in defendingor prosecuting any actions, claims or proceedings arising out of or relating tothis Agreement and/or any related agreement, document or instrument, (f) inseeking or receiving any advice with respect to its rights and obligationsunder this Agreement, any of the other Loan Documents and/or all relatedagreements, documents and instruments, and/or (g) in connection with anymodification, supplement, amendment, waiver or extension of this Agreement, anyother Loan Document or any related agreement, document or instrument, and allof the same may be charged to Pledgor’s account and shall be part of theObligations. In addition and without limiting the foregoing, Pledgor shall payall taxes based upon or measured by Secured Party’s income or revenues or anypersonal property tax), if any, in connection with the issuance of any Note andthe recording of the security documents and financing statements therefore andpursuant to the Security Documents.

**7.2.****     Notices**

Any notice or request under this Agreement shall begiven to any party to this Agreement at such party’s address set forth below,or at such other address as such party may hereafter specify in a notice givenin the manner required under this Section 7.2:

Pledgor:

OmniVision Technologies, Inc. 1341 Orleans Drive Sunnyvale, California 94089 Attention: General Counsel

Secured Party:

Citibank N.A.201 West Lexington Drive,6th FloorGlendale, California 91203

Any notice or request hereunder shall be given onlyby, and shall be deemed to have been received upon (each, a **“Receipt”**):****(i) registered or certified mail, return receipt requested,on the date on which such mail is received as indicated in such return receipt,(ii) delivery by a nationally recognized overnight courier, one (1) BusinessDay after deposit with such courier, or (iii) facsimile or electronic transmission,in each case upon telephone or further electronic communication from therecipient acknowledging receipt (whether automatic or manual from recipient),as applicable.

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**7.3.****     Delay**

No course of action ordealing, renewal, release or extension of any provision of this Agreement, orsingle or partial exercise of any such provision, or delay, failure or omissionon Secured Party’s part in enforcing any such provision shall affect theliability of Pledgor or operate as a waiver of such provision or affect theliability of Pledgor or preclude any other or further exercise of suchprovision. No waiver by any party to any Loan Document of any one or moredefaults by any other party in the performance of any of the provisions of anyLoan Document shall operate or be construed as a waiver of any future default,whether of a like or different nature, and each such waiver shall be limitedsolely to the express terms and provisions of such waiver. Notwithstanding anyother provision of any Loan Document, by completing the Closing under thisAgreement, Secured Party does not waive any breach of any representation orwarranty of under any Loan Document, and all of Secured Party’s claims andrights resulting from any such breach or misrepresentation are specificallyreserved.

**7.4.****     Release of Pledged Collateral**

Promptly following fullperformance and satisfaction and indefeasible payment in full in cash of theSecured Obligations and the termination of the Loan Agreement, the securityinterests and Liens created hereby shall terminate and Secured Party shallexecute and deliver such documents, at Pledgor’s expense, as are necessary torelease Secured Party’s security interests and Liens in the Pledged Collateraland shall return the Pledged Collateral to Pledgor at the address of Pledgorset forth herein or at such other address as Pledgor may direct in writing.Secured Party shall not be deemed to have made any representation or warrantywith respect to any Pledged Collateral so delivered, except that such PledgedCollateral is free and clear, on the date of such delivery, of any and allliens, charges and encumbrances arising from Secured Party’s own acts.

**7.5.****     Successors and Assigns;Participations; New Secured Parties**

This Agreement shallinure to the benefit of Secured Party, Transferees and all future holders ofany Note, the Obligations and/or any of the Pledged Collateral, and each oftheir respective successors and assigns. This Agreement shall be binding uponthe Persons’ other than Secured Party that are parties thereto and theirrespective successors and assigns, and no such Person may assign, delegate ortransfer this Agreement or any of its rights or obligations thereunder withoutthe prior written consent of Secured Party. No rights are intended to becreated under this Agreement for the benefit of any third party donee, creditoror incidental beneficiary of Pledgor. Nothing contained in any Loan Documentshall be construed as a delegation to Secured Party of any other Person’s dutyof performance. PLEDGOR ACKNOWLEDGES AND AGREES THAT SECURED PARTY AT ANY TIMEAND FROM TIME TO TIME MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR (II) SELL,ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART OF ITSRIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, NOTE, THE OBLIGATIONS AND/OR THEPLEDGED COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE ORPURCHASER, A **“TRANSFEREE”**).****Each Transferee shall have all of therights and benefits with respect to the Secured Obligations and PledgedCollateral held by it as fully as if the original holder thereof, and eitherSecured Party or any Transferee may be designated as the sole agent to managethe transactions and obligations contemplated therein; provided that,notwithstanding anything to the contrary in any Loan Document, Pledgor shallnot be obligated to pay under this Agreement to any Transferee any sum inexcess of the sum which Pledgor would have been obligated to pay to SecuredParty had such participation not been effected. Notwithstanding any otherprovision of any Loan Document, Secured Party may disclose to any Transfereeall information, reports, financial statements, certificates and documentsobtained under any provision of any Loan Document.

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**7.6.****     Severability; Captions;Counterparts; Facsimile Signatures**

If any provision of thisAgreement is adjudicated to be invalid under applicable laws or regulations,such provision shall be inapplicable to the extent of such invalidity withoutaffecting the validity or enforceability of the remainder of this Agreementwhich shall be given effect so far as possible. The captions in this Agreementare intended for convenience and reference only and shall not affect themeaning or interpretation of this Agreement. The Agreement may be executed inone or more counterparts (which taken together, as applicable, shall constituteone and the same instrument) and by facsimile transmission, which facsimilesignatures shall be considered original executed counterparts. Each party tothis Agreement agrees that it will be bound by its own facsimile signature andthat it accepts the facsimile signature of each other party.

**7.7.****     Survival**

It is the expressintention and agreement of the parties hereto that all obligations, covenants,agreements, representations, warranties, waivers and indemnities made byPledgor herein shall survive the execution, delivery and termination of thisAgreement until all Secured Obligations are performed in full and indefeasiblypaid in full in cash and the Loan Agreement is terminated.

**7.8.****     Governing Law; Jurisdiction;Service of Process; Venue**

This Agreement and allacts and transactions hereunder and all rights and obligations of Secured Partyand Pledgor shall be governed by the internal laws of the State of California,without regard to its conflicts of law principles. As a material part of theconsideration to Secured Party to enter into this Agreement, Pledgor (a) agreesthat all actions and proceedings relating directly or indirectly to thisAgreement shall, at Secured Party’s option, be litigated in courts locatedwithin California, and that the exclusive venue therefor shall be in the Cityand County of San Francisco, California; (b) consents to the jurisdiction andvenue of any such court and consents to service of process in any such actionor proceeding by personal delivery or any other method permitted by law; and(c) waives any and all rights Pledgor may have to object to the jurisdiction ofany such court, or to transfer or change the venue of any such action orproceeding.

**7.9.****     Indemnity**

Pledgor jointly andseverally shall indemnify Secured Party, its affiliates and its and theirrespective managers, members, officers, employees, affiliates, agents,representatives, successors, assigns, accountants and attorneys (collectively,the **“Indemnified Persons”**) fromand against any and all liabilities, obligations, losses, damages, penalties,actions, judgments, suits, costs, expenses and disbursements of any kind ornature whatsoever (including, without limitation, reasonable fees anddisbursements of counsel and in-house documentation and diligence fees andlegal expenses) which may be imposed on, incurred by or asserted against anyIndemnified Person with respect to or arising out of, or in any litigation,proceeding or investigation instituted or conducted by any Person with respectto any aspect of, or any transaction contemplated by or referred to in, or anymatter related to, this Agreement, whether or not such Indemnified Person is aparty thereto, except to the extent that any of the foregoing arises out of thegross negligence or willful misconduct of such Indemnified Person. If anyIndemnified Person uses in-house counsel for any purpose for which Pledgor isresponsible to pay or indemnify, Pledgor expressly agrees that itsindemnification obligations include reasonable charges for such workcommensurate with the fees that would otherwise be charged by outside legalcounsel selected by such Indemnified Person in its sole discretion for the workperformed. Secured Party agrees to give Pledgor reasonable notice of any eventof which Secured Party becomes aware for which indemnification may be requiredunder this Section 7.9, and Secured Party may elect (but is notobligated) to direct the defense thereof, provided that the selection ofcounsel shall be subject to Pledgor’s consent, which consent shall not beunreasonably withheld or delayed. Any Indemnified Person may, in its reasonablediscretion, take such actions as it deems necessary and appropriate to

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investigate, defend or settle any event or take otherremedial or corrective actions with respect thereto as may be necessary for theprotection of such Indemnified Person or the Pledged Collateral.Notwithstanding the foregoing, if any insurer agrees to undertake the defenseof an event (an **“Insured Event”**),Secured Party agrees not to exercise its right to select counsel to defend theevent if that would cause Pledgor’s insurer to deny coverage; provided, however,that Secured Party reserves the right to retain counsel to represent anyIndemnified Person with respect to an Insured Event at its sole cost andexpense. To the extent that Secured Party obtains recovery from a third partyother than an Indemnified Person of any of the amounts that Pledgor has paid toSecured Party pursuant to the indemnity set forth in this Section 7.9,then Secured Party shall promptly pay to Pledgor the amount of such recovery.

**7.10.****   Waiver of Notice; Waiver ofStatute of Limitations; Defenses**

Pledgor hereby waivesdemand, presentment, protest, notice of dishonor or non-payment, as well as alldefenses with respect to any and all instruments, notice of acceptance hereof,notice of Loans or Advances made, credit extended, collateral received ordelivered, or any other action taken by Secured Party in reliance hereon, andall other demands and notices of any description, except such as are expresslyprovided for herein. The pleading of any statute of limitations as a defense toany demand against Pledgor hereunder and under the Loan Documents is expresslywaived by Pledgor. Pledgor hereby waives any and all defenses and counterclaimsit may have or could interpose in any action or procedure brought by SecuredParty to obtain an order of court recognizing the assignment of or securityinterests and Liens of Secured Party in and to the Pledged Collateral.

**7.11.****   Jury Waiver**

TO THE FULLEST EXTENTPERMITTED BY LAW, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANYRIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING UNDER THISAGREEMENT OR IN ANY WAY CONNECTED WITH OR INCIDENTAL TO THE DEALING OF THEPARTIES WITH RESPECT TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONSCONTEMPLATED THEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHERSOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTSTHAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUTA JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPARTOR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENTS OFTHE PARTIES TO THE WAIVER OF THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY.

**7.12.****   Entire Agreement**

This Agreement and theother Loan Documents to which Pledgor is a party constitute the entireagreement between Pledgor and Secured Party with respect to the subject matterhereof and thereof, and supersede all prior agreements and understandings, ifany, relating to the subject matter hereof or thereof. Any promises,representations, warranties or guarantees not herein contained and hereinaftermade shall have no force and effect unless in writing signed by Pledgor andSecured Party. No provision of this Agreement may be changed, modified,amended, restated, waived, supplemented, discharged, canceled or terminatedorally or by any course of dealing or in any other manner other than by anagreement in writing signed by Secured Party and Pledgor. Each party heretoacknowledges that it has been advised by counsel in connection with thenegotiation and execution of this Agreement and is not relying upon oralrepresentations or statements inconsistent with the terms and provisionshereof.

**7.13.****   No Duty of Secured Party**

Secured Party shall haveno responsibility for or obligation or duty with respect to all or any part ofthe Pledged Collateral or any matter or proceeding arising out of or relatingthereto, including

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without limitation, any obligation or duty to collectany sums due in respect thereof or to protect or preserve any rights pertainingthereto.

**7.14.****   [omitted].**

**7.15****    Release of Secured Party**

Notwithstanding any otherprovision of this Agreement or any other Loan Document, Pledgor voluntarily,knowingly, unconditionally and irrevocably, with specific and express intent,for and on behalf of itself and its Affiliates and its and their respectiveheirs, managers, members, directors, officers, employees, shareholders,Affiliates, agents, representatives, accountants, attorneys, successors andassigns and their respective Affiliates (collectively, the “**Releasing Parties**”) hereby does fully andcompletely release and forever discharge the Indemnified Parties and any otherPerson, business or insurer which may be responsible or liable for the acts oromissions of any of the Indemnified Parties, or who may be liable for theinjury or damage resulting therefrom (collectively, with the IndemnifiedParties, the “**Released Parties**”),of and from any and all actions, causes of action, damages, claims,obligations, liabilities, costs, expenses and demands of any kind whatsoever,at law or in equity or otherwise, whether matured or unmatured, vested orcontingent, whether or not resulting from acts or conduct of any or all ofthem, that the Releasing Parties or any of them have against the ReleasedParties or any of them (whether directly or indirectly) at any time and as ofthe date each advance of Loan proceeds is made or requested hereunder or anyother financial accommodation is made or extended to Pledgor hereunder or underany Loan Document; provided, however, that such release shall not apply to theextent liability arises due to the gross negligence or willful misconduct ofthe Released Parties. Pledgor acknowledges that the foregoing release is amaterial inducement to Secured Party’s decision to extend to Pledgor thefinancial accommodations under the Loan Documents and has been relied upon bySecured Party in agreeing to make the Loans and in making each Advancethereunder.

[SIGNATURES APPEAR ON THEFOLLOWING PAGE]

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**IN WITNESS WHEREOF, Pledgor heretohas duly executed this Stock Pledge Agreement as of the date first writtenabove.**
|        | OMNIVISION TECHNOLOGIES, INC. |
|--------|-------------------------------|
|   | a Delaware corporation        |
|   |                          |   |
|   |                          |   |
|   | By:                           | /s/ JAMES HE |
|   | Name:                         | James He |
|   | Title:                        | COO |

** **

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**Stock Pledge Agreement**

**Schedule 1.1**
| Name of Entity               | ** ** | **Class or Series  of Securities** | ** ** | **Number of  Securities** | ** ** | **Certificate   Representing  Such Securities** | ** ** |
|----------------------------------------|------------|---------------------------------------------------|------------|--------------------------------|------------|-----------------------------------------------------------|------------|
| OmniVision International  Holding Ltd. |       | Ordinary                                          |       | 65,000                         |       | 1                                                         |       |
|                                   |       |                                              |       |                           |       |                                                      |       |
|                         |       |                                              |       |                           |       |                                                      |       |

 

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**OMNIVISION INTERNATIONALHOLDING LTD.**
| **NUMBER** | ** ** | ** **                                                  | ** ** | **SHARES** |
|------------|------------|-------------------------------------------------------------|------------|------------|
|       |       | INCORPORATED IN  THE CAYMAN ISLANDS UNDER THE COMPANIES LAW |       | 100,000    |
| 1          |       |                                                        |       | Ordinary   |
|       |       | CAPITAL OF  US$50,000 DIVIDED INTO 5,000,000 SHARES         |       |       |
|       |       | OF A NOMINAL OR  PAR VALUE OF US$0.01                       |       |       |

 

***This certifies that***OmniVision Technologies, Inc. ***of*** 930 Thompson Place, Sunnyvale, CA 94085,USA *is the registered holder of one hundredthousand Shares fully paid and non-assessable, subject to the Memorandum andthe Articles of Association of the Company, and transferable only on the**books of the Company by theholder hereof in person or by Attorney upon surrender of this certificateproperly endorsed.*

***Given****under the Common Seal of the said Company*

*this 15**th** day of November, 2000*
| *The Common Seal of the Company was* | * *   | * *    | * *   | *hereunto affixed in the presence of* |
|--------------------------------------|------------|-------------|------------|---------------------------------------|
| * *                             | * *   | * *    | * *   | * *                              |
| * *                             | * *   | **CAYMAN**  | * *   | * *                              |
| /s/ Shaw Hong                        |       | ** **  | ** ** |                                  |   |
| *Director*                           | ** ** | **ISLANDS** |       |                                  |
|                                      |            |             |            |                                       |  |

 

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