Standard Contracts
FOURTH AMENDMENTNote Purchase Agreement • August 17th, 1999 • Merix Corp • Printed circuit boards • Massachusetts
Contract Type FiledAugust 17th, 1999 Company Industry Jurisdiction
SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 8th, 1997 Company Industry Jurisdiction
PROMISSORY NOTE AMENDMENT NO. 1Promissory Note • April 12th, 1999 • Merix Corp • Printed circuit boards
Contract Type FiledApril 12th, 1999 Company Industry
3,000,000 SHARES MERIX CORPORATIONUnderwriting Agreement • April 14th, 2000 • Merix Corp • Printed circuit boards • New York
Contract Type FiledApril 14th, 2000 Company Industry Jurisdiction
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • June 12th, 2002 • Merix Corp • Printed circuit boards • New York
Contract Type FiledJune 12th, 2002 Company Industry Jurisdiction
andRights Agreement • April 10th, 1997 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledApril 10th, 1997 Company Industry Jurisdiction
LOAN AGREEMENTLoan Agreement • January 13th, 1997 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledJanuary 13th, 1997 Company Industry Jurisdiction
MERIX CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY Rights Agreement Dated as of October 16, 2007Rights Agreement • October 17th, 2007 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledOctober 17th, 2007 Company Industry JurisdictionRIGHTS AGREEMENT, dated as of October 16, 2007 (the “Agreement”), between MERIX CORPORATION, an Oregon corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).
AMENDED EXECUTIVE SEVERANCE AGREEMENT December 5, 1996Executive Severance Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 8th, 1997 Company Industry Jurisdiction
EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 30, 2002, by and among Merix Corporation, an Oregon corporation (the "Company"), and the purchasers signatory hereto...Registration Rights Agreement • June 12th, 2002 • Merix Corp • Printed circuit boards • New York
Contract Type FiledJune 12th, 2002 Company Industry Jurisdiction
AMENDED EXECUTIVE SEVERANCE AGREEMENT December 5, 1996Executive Severance Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 8th, 1997 Company Industry Jurisdiction
LOAN AND SECURITY AGREEMENT by and among VIASYSTEMS TECHNOLOGIES CORP., L.L.C. MERIX CORPORATION as Borrowers and VIASYSTEMS, INC. VIASYSTEMS INTERNATIONAL, INC. MERIX ASIA, INC. as Guarantors THE LENDERS AND ISSUING BANK FROM TIME TO TIME PARTY...Loan and Security Agreement • February 22nd, 2010 • Merix Corp • Printed circuit boards • New York
Contract Type FiledFebruary 22nd, 2010 Company Industry JurisdictionThis Loan and Security Agreement dated February 16, 2010 is entered into by and among Viasystems Technologies Corp., L.L.C., a Delaware limited liability company (“Technologies”), Merix Corporation, an Oregon corporation (“Merix” and, together with Technologies and any Subsidiaries that may become parties hereto after the date hereof as borrowers, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), Viasystems, Inc., a Delaware corporation (“Parent”), Viasystems International, Inc., a Delaware corporation (“International”), Merix Asia, Inc., an Oregon corporation (“Asia” and together with Parent and International and any Subsidiaries that may become parties hereto after the date hereof as guarantors, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), the parties hereto from time to time as lenders, whether by execution of this Agreement or an Assignment and Acceptance (each individually, a “Lender” an
3,000,000 Shares Common Stock (No Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2004 • Merix Corp • Printed circuit boards • New York
Contract Type FiledJanuary 28th, 2004 Company Industry JurisdictionMerix Corporation, an Oregon corporation (the “Company”), proposes to issue and sell, and Tektronix, Inc. (the “Selling Stockholder”) proposes to sell, to the underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representatives, an aggregate of 3,000,000 shares (the “Firm Shares”) of Common Stock, no par value (the “Common Stock”), of the Company, of which 2,650,000 shares are to be issued and sold by the Company and 350,000 shares are to be sold by the Selling Stockholder. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 450,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the “Shares.” The Shares are described in the Prospectus which is referred to below.
EXECUTIVE SEVERANCE AGREEMENT February 3, 1997 Joe Reichbach c/o Merix Corporation P.O. Box 3000 Forest Grove, Oregon 97116 Merix Corporation an Oregon corporation PO Box 3000 Forest Grove, Oregon 97116 Merix considers the establishment and...Severance Agreement • August 8th, 1997 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 8th, 1997 Company Industry Jurisdiction
INDEMNITY AGREEMENTIndemnification Agreement • August 7th, 2008 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 7th, 2008 Company Industry JurisdictionThis Agreement is made as of December 10, 2007 by and between Merix Corporation, an Oregon corporation (the “Corporation”), and Allen L. Muhich (“Indemnitee”), a director and/or officer of the Corporation.
AMENDED EXECUTIVE SEVERANCE AGREEMENT October 5, 1998 Janie S. Brown 7634 SW Afton Lane Durham, Oregon 97224 ExecutiveExecutive Severance Agreement • January 12th, 1999 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledJanuary 12th, 1999 Company Industry Jurisdiction
EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENTExecutive Severance and Noncompetition Agreement • August 7th, 2008 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 7th, 2008 Company Industry JurisdictionThis Executive Severance and Noncompetition Agreement (this “Agreement”) is dated April 7, 2008 by and between Merix Corporation (the “Company”), and Allen Muhich (“Executive”).
INDEMNITY AGREEMENTIndemnity Agreement • August 7th, 2008 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 7th, 2008 Company Industry JurisdictionThis Agreement is made as of April 8, 2007 by and between Merix Corporation, an Oregon corporation (the “Corporation”), and Francis Yuen (“Indemnitee”), a director and/or officer of the Corporation.
MERIX CORPORATION 4% Convertible Senior Subordinated Notes due 2013 Registration Rights AgreementRegistration Rights Agreement • May 16th, 2006 • Merix Corp • Printed circuit boards • New York
Contract Type FiledMay 16th, 2006 Company Industry JurisdictionMerix Corporation, an Oregon corporation (the “Company”), proposes to issue and sell to Thomas Weisel Partners LLC (the “Initial Purchaser”) upon the terms set forth in a purchase agreement dated as of May 10, 2006 (the “Purchase Agreement”), $60,000,000 aggregate principal amount (plus up to an additional $10,000,000 principal amount pursuant to an option granted to the Initial Purchaser) of its 4% Convertible Senior Subordinated Notes due 2013 (the “Securities”). The Securities will be convertible into shares of the Company’s common stock, no par value per share (the “Common Stock”), at the conversion price set forth in the Offering Circular dated May 11, 2006. The Securities will be issued pursuant to an Indenture, dated as of May 16, 2006 (the “Indenture”), among the Company and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of
EXHIBIT 4.4 NEITHER THIS DEBENTURE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS DEBENTURE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Debenture Agreement • June 12th, 2002 • Merix Corp • Printed circuit boards
Contract Type FiledJune 12th, 2002 Company Industry
EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENTExecutive Severance and Noncompetition Agreement • July 30th, 2009 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledJuly 30th, 2009 Company Industry JurisdictionThis Executive Severance and Noncompetition Agreement (this "Agreement”) is dated May 15, 2008 by and between Merix Corporation (the "Company"), and Alfred Pang (“Executive”).
MERIX CORPORATION as Borrower LOAN AND SECURITY AGREEMENT Dated as of May 9, 2008 CERTAIN FINANCIAL INSTITUTIONS, as Lenders and BANK OF AMERICA, N.A., as AgentLoan and Security Agreement • May 13th, 2008 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledMay 13th, 2008 Company Industry JurisdictionTHIS LOAN AND SECURITY AGREEMENT (the “Agreement”) is dated as of May 9, 2008, among MERIX CORPORATION, an Oregon corporation (“Borrower”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (in such capacity, “Agent”).
EXHIBIT 10.31 INDEMNITY AGREEMENT This Agreement is made as of August 11, 1998, by and between Merix Corporation, an Oregon corporation (the "Corporation"), and Janie S. Brown ("Indemnitee"), an officer of the Corporation. WHEREAS, it is essential to...Indemnification Agreement • October 13th, 1998 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledOctober 13th, 1998 Company Industry Jurisdiction
EMPLOYEE STOCK BONUS AGREEMENTEmployee Stock Bonus Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards
Contract Type FiledOctober 11th, 2005 Company IndustryEmployee is employed by Merix or a subsidiary. Merix has adopted the 1994 Incentive Plan, as amended (the “1994 Plan”) and the 2000 Nonqualified Stock Option Plan, as amended (the “2000 Plan”) in order to attract and retain as employees, people of initiative and ability. Each of the 1994 Plan and 2000 Plan is referred to as a “Plan”. Under each Plan, a committee of the Board of Directors of Merix (the “Committee”) may award shares of the Common Stock of Merix as stock bonuses (the “Common Stock”) subject to terms, conditions and restrictions determined by the Committee.
EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • August 30th, 2005 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledAugust 30th, 2005 Company Industry JurisdictionMerix Corporation (“Merix”) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of Merix and its shareholders. In this connection, Merix recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of Merix and its shareholders. In order to induce Thomas R. Ingham (“Executive”) to remain employed by Merix in the face of uncertainties about the long-term strategies of Merix and possible change of control of Merix and their potential impact on Executive’s position with Merix, this Agreement, which has been approved by the Board of Directors of Merix, sets forth the severance benefits that Merix will provide to Executive in the event Executive’s employment by Merix is
LEASELease • July 30th, 2009 • Merix Corp • Printed circuit boards
Contract Type FiledJuly 30th, 2009 Company Industry
Prepared by MERRILL CORPORATION www.edgaradvantage.com QuickLinks EXHIBIT 10.26 EXECUTIVE SEVERANCE AGREEMENT December 1, 1999 Dan Olson 1945 NW Jasmine Lane Portland, Oregon 97229 Merix Corporation an Oregon corporation PO Box 3000 Forest Grove,...Executive Severance Agreement • January 11th, 2000 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledJanuary 11th, 2000 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER Dated as of October 6, 2009 among VIASYSTEMS GROUP, INC., MAPLE ACQUISITION CORP. and MERIX CORPORATIONMerger Agreement • October 7th, 2009 • Merix Corp • Printed circuit boards • Delaware
Contract Type FiledOctober 7th, 2009 Company Industry JurisdictionThis AGREEMENT AND PLAN OF MERGER, dated as of October 6, 2009 (this “Agreement”), is among Viasystems Group, Inc., a Delaware corporation (“Parent”), Maple Acquisition Corp., an Oregon corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), and Merix Corporation, an Oregon corporation (the “Company”). Certain terms used in this Agreement are used as defined in Section 8.11.
Allen & Overy EXECUTION COPY CREDIT AGREEMENTCredit Agreement • October 11th, 2005 • Merix Corp • Printed circuit boards • Hong Kong
Contract Type FiledOctober 11th, 2005 Company Industry Jurisdiction
INDEMNITY AGREEMENT This Agreement is made as of October 21, 1997, by and between Merix Corporation, an Oregon corporation (the "Corporation"), and William C. McCormick ("Indemnitee"), a director and/or officer of the Corporation. WHEREAS, it is...Indemnification Agreement • January 13th, 1998 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledJanuary 13th, 1998 Company Industry Jurisdiction
EMPLOYEE STOCK OPTION AGREEMENTEmployee Stock Option Agreement • April 6th, 2006 • Merix Corp • Printed circuit boards
Contract Type FiledApril 6th, 2006 Company IndustryMERIX CORPORATION, an Oregon corporation (the “Company”), grants an option to (the “Optionee”), pursuant to the Company’s 1994 Stock Incentive Plan, as amended (the “Plan”) subject to the terms and conditions of this Agreement.
MAXIMUM AMOUNT MORTGAGE AGREEMENTMaximum Amount Mortgage Agreement • June 30th, 2009 • Merix Corp • Printed circuit boards
Contract Type FiledJune 30th, 2009 Company IndustryImportant note: This Agreement is executed between the Parties in accordance with applicable laws and regulations, and through discussion on the basis of equality and volition. All clauses of this Agreement reflect the true intensions of the Parties. In order to adequately preserve the lawful rights of the Mortgagor, the Mortgagee hereby advises that the clauses of this Agreement be scrutinized by the Mortgagor, with proper attention to the part in bolder print.
EXECUTIVE SEVERANCE AGREEMENT September 2, 1997Executive Severance Agreement • October 14th, 1997 • Merix Corp • Printed circuit boards • Oregon
Contract Type FiledOctober 14th, 1997 Company Industry Jurisdiction
Amendment #2 to Executive Severance And NonCompetition AgreementExecutive Severance and Noncompetition Agreement • July 30th, 2009 • Merix Corp • Printed circuit boards
Contract Type FiledJuly 30th, 2009 Company IndustryThe Executive Severance and NonCompetition Agreement dated April 11, 2007 and as amended December 31, 2008, between Merix Corporation (“Merix”) and Linda V. Moore (“Executive”)is amended to read as follows effective April 8, 2009:
SECURITIES PURCHASE AGREEMENT between MERIX CORPORATION and SF CAPITAL PARTNERS LTD.Securities Purchase Agreement • May 16th, 2006 • Merix Corp • Printed circuit boards
Contract Type FiledMay 16th, 2006 Company IndustryThis Securities Purchase Agreement is entered into between Merix Corporation (“Merix”) and SF Capital Partners Ltd. (“SF Capital”) effective May 5, 2006.