AGREEMENT AND PLAN OF MERGER by and among VIASYSTEMS GROUP, INC., TTM TECHNOLOGIES, INC. and VECTOR ACQUISITION CORP. Dated as of September 21, 2014Agreement and Plan of Merger • September 22nd, 2014 • TTM Technologies Inc • Printed circuit boards • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 21, 2014, by and among Viasystems Group, Inc., a Delaware corporation (the “Company”), TTM Technologies, Inc., a Delaware corporation (“Parent”), and Vector Acquisition Corp., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, collectively with the Company and Parent, the “Parties”).
September 22, 2014 Subject: Business Combination between TTM Technologies, Inc. and Viasystems Group, Inc.TTM Technologies Inc • September 22nd, 2014 • Printed circuit boards
VOTING AGREEMENTVoting Agreement • September 22nd, 2014 • TTM Technologies Inc • Printed circuit boards • Delaware
This Voting Agreement (this “Agreement”), dated as of September 21, 2014, is entered into by and among TTM Technologies, Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (the “Stockholders”) of Viasystems Group, Inc., a Delaware corporation (the “Company”).
Registration Rights Agreement Memorandum of UnderstandingRegistration Rights Agreement • September 22nd, 2014 • TTM Technologies Inc • Printed circuit boards • Delaware
This Registration Rights Agreement Memorandum of Understanding (this “MOU”), dated as of September 21, 2014, is entered into by and among (i) TTM Technologies, Inc., a Delaware corporation (together with any successor entity thereto, “Parent”), (ii) Hicks, Muse, Tate & Furst Equity Fund III, L.P., HM3 Coinvestors, L.P., HMTF Equity Fund IV (1999), L.P., HMTF Private Equity Fund IV (1999), L.P., Hicks, Muse PG-IV (1999), C.V., HM 4-P (1999) Coinvestors, L.P. and HM 4-EQ (1999) Coinvestors, L.P. (together, the “HM Funds”), and (iii) GSC Recovery II, L.P. and GSC Recovery IIA, L.P. (together, the “BD Funds”). Each of Parent, the HM Funds and the BD Funds are sometimes referred to herein as a “Party” and collectively as the “Parties.”
September 22, 2014 Subject: Business Combination between TTM Technologies, Inc. and Viasystems Group, Inc. Dear Valued Customers:TTM Technologies Inc • September 22nd, 2014 • Printed circuit boards
ADDENDUM TO Registration Rights Agreement dated as of April 9, 2010Registration Rights Agreement • September 22nd, 2014 • TTM Technologies Inc • Printed circuit boards • Delaware
This ADDENDUM TO REGISTRATION RIGHTS AGREEMENT (this “Addendum”), dated as of September 21, 2014, is entered into by and among (i) TTM Technologies, Inc., a Delaware corporation (the “Company”); (ii) Su Sih (BVI) Limited, a corporation organized under the laws of the British Virgin Islands (“SSL”); and (iii) Tang Hsiang Chien, an individual residing at Flat 6B, 20 Fa Po Street, Yau Yat Chuen, Kowloon, Hong Kong (“Mr. Tang” and, together with SSL and their respective Affiliates, the “Tangs”).
VOTING AGREEMENTVoting Agreement • September 22nd, 2014 • TTM Technologies Inc • Printed circuit boards • Delaware
This Voting Agreement (this “Agreement”), dated as of September 21, 2014, is entered into by and among TTM Technologies, Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (the “Stockholders”) of Viasystems Group, Inc., a Delaware corporation (the “Company”).
