exv10w19






Exhibit 10.19




Execution Version




REGISTRATION RIGHTS AGREEMENT




dated as of



April 9, 2010



by and among



TTM TECHNOLOGIES, INC.,



SU SIH (BVI) LIMITED,



and




TANG HSIANG CHIEN



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 

	ARTICLE I DEFINITIONS	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	 
	 	1.1	 	Definitions	 	 	2	 
	 
	 	1.2	 	Table of Definitions	 	 	4	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II REGISTRATION RIGHTS	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 
	 	2.1	 	Demand Registration Rights	 	 	5	 
	 
	 	2.2	 	Piggy-Back Registration	 	 	7	 
	 
	 	2.3	 	Blackout Periods	 	 	8	 
	 
	 	2.4	 	Registration Procedures	 	 	8	 
	 
	 	2.5	 	Expenses	 	 	11	 
	 
	 	2.6	 	Holdback Agreement	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III INDEMNIFICATION	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	 
	 	3.1	 	Indemnification by the Company	 	 	12	 
	 
	 	3.2	 	Indemnification by the Holders	 	 	13	 
	 
	 	3.3	 	Notices of Claims, Etc	 	 	13	 
	 
	 	3.4	 	Contribution	 	 	14	 
	 
	 	3.5	 	Limitation of Holder Liability	 	 	14	 
	 
	 	3.6	 	Other Indemnification	 	 	14	 
	 
	 	3.7	 	Non-Exclusivity	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV RULE 144	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 
	 	4.1	 	Rule 144	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V SELECTION OF UNDERWRITERS AND COUNSEL	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	 
	 	5.1	 	Selection of Managing Underwriters	 	 	15	 
	 
	 	5.2	 	Selection of Counsel	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI MISCELLANEOUS	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	 
	 	6.1	 	Termination	 	 	16	 
	 
	 	6.2	 	Amendments; Waivers	 	 	16	 
	 
	 	6.3	 	Successors and Assigns	 	 	16	 
	 
	 	6.4	 	Notices	 	 	16	 
	 
	 	6.5	 	Headings	 	 	18	 
	 
	 	6.6	 	Severability	 	 	18	 
	 
	 	6.7	 	Counterparts	 	 	18	 
	 
	 	6.8	 	Entire Agreement	 	 	18	 
	 
	 	6.9	 	Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury	 	 	18	 
	 
	 	6.10	 	Specific Performance; Injunctive Relief	 	 	19	 
	 
	 	6.11	 	Interpretation	 	 	20	 






 









 






REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT, dated as of April 9, 2010 (this “Agreement”), is
by and among TTM Technologies, Inc., a Delaware corporation (together with any successor entity
thereto, the “Company”), Su Sih (BVI) Limited, a corporation organized in the British
Virgin Islands (“SSL”), and Tang Hsiang Chien, an individual residing at Flat 6B, 20 Fa Po
Street, Yau Yat Chuen, Kowloon, Hong Kong (“Mr. Tang”). The Company, SSL and Mr. Tang are
sometimes referred to herein as a “Party” and collectively as the “Parties.”



RECITALS




     WHEREAS, pursuant to the transactions contemplated by that certain Stock Purchase Agreement,
dated November 16, 2009 (as amended and supplemented from time to time, the “Transaction
Agreement”), between the Company, Meadville Holdings Limited (the “Seller Parent”), MTG
Investment (BVI) Limited (the “Seller”), and the other parties named therein, and pursuant
to certain agreements and arrangements ancillary thereto, the Company will issue to Seller Parent,
as designee of Seller, 36,334,000 shares of Common Stock (as defined below) on the closing date of
the transaction contemplated therein (the “Closing Date”);



     WHEREAS, Seller Parent is expected to distribute by way of dividend, within 25 days of the
Closing Date, 26,233,000 shares of such Common Stock (the “Acquired Shares”) to Mr. Tang
(in his personal capacity and in his capacity as trustee of the The Mein et Moi Trust), TMIL, and
SSL, with Mr. Tang (in his personal capacity and in his capacity as trustee of the The Mein et Moi
Trust) and TMIL directing the Common Stock entitled to be received by Mr. Tang and TMIL to be
registered in the name of SSL (the date of such distribution, the “Effective Date”); and



     WHEREAS, it is a condition precedent to the closing of the transactions contemplated by the
Transaction Agreement that the parties hereto execute and deliver this Registration Rights
Agreement.



     NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, the Company desires to provide to each Holder (as defined below) upon receipt of
Acquired Shares, the rights to register the Registrable Securities (as defined below) held by them
under the Securities Act (as defined below) on the terms and subject to the conditions set forth
herein.



ARTICLE I

DEFINITIONS



     1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the
following respective meanings:



     “Action” means any action, suit, arbitration, inquiry, proceeding, or investigation by
or before any governmental entity.



     “Affiliate” means, with respect to any Person, any other Person that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such specified Person, and, with respect to a natural Person, shall also include the
spouse and minor children of such natural Person who share a household with such natural Person,
together with any other Person controlled by them and any revocable trust settled by them or any
trust of which such Person is a trustee.



2









 





     “Authority” means any domestic (including federal, state, or local) or foreign court,
arbitrator, administrative, regulatory, or other governmental department, agency, official,
commission, tribunal, authority, or instrumentality, non-government authority, or Self-Regulatory
Organization.



     “Common Stock” means the common stock of the Company, US$0.001 par value per share.



     “Exchange Act” means the United States Securities Exchange Act of 1934, as amended,
and all rules and regulations promulgated thereunder.



     “FINRA” means the Financial Industry Regulatory Authority.



     “Holder” means Mr. Tang and any Affiliate of Mr. Tang who is permitted to hold
Registrable Securities from time to time in accordance with the terms of this Agreement and the
Shareholders’ Agreement, and, in each case, who continues to be entitled to the rights of a Holder
hereunder, which shall include, on the Closing Date until immediately prior to the Effective Date,
Seller and Seller Parent, and from the Effective Date, SSL.



     “Person” means any individual, partnership, firm, corporation, limited liability
company, association, trust, unincorporated organization or other entity, as well as any syndicate
or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended.



     “Registrable Securities” means all and any Common Stock held from time to time by a
Holder, (including the Acquired Shares, any other Common Stock the Holder may acquire, and any
securities issuable or issued or distributed in respect of any such Acquired Shares or Common Stock
by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, reorganization, merger, amalgamation, consolidation or otherwise). For purposes
of this Agreement, Registrable Securities shall cease to be Registrable Securities when (i) a
Registration Statement covering such Registrable Securities has been declared effective under the
Securities Act by the SEC and such Registrable Securities have been disposed of pursuant to such
effective Registration Statement, (ii) the entire amount of the Registrable Securities proposed to
be sold by a Holder in a single sale, in the opinion of counsel satisfactory to the Company and
such Holder, each in their reasonable judgment, may be distributed to the public in the United
States pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act in
any three-month period, (iii) any such Registrable Securities have been sold in a sale made
pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act, (iv) the
Holder of the Registrable Securities is a non-affiliate of the Company and the Registrable
Securities are saleable without any requirement to comply with any conditions in Rule 144, or (v)
such Registrable Securities cease to be outstanding.



     “Registration Expenses” means all expenses in connection with or incident to the
registration of Registrable Securities hereunder, including (a) all SEC and any FINRA registration
and filing fees and expenses, (b) all fees and expenses in connection with the registration or
qualification of Registrable Securities for offering and sale under the securities or “blue sky”
laws of any state or other jurisdiction of the United States of America and, in the case of an
underwritten offering, determination of their eligibility for investment under the laws of such
jurisdictions as the managing underwriter or underwriters may reasonably designate, including
reasonable fees and disbursements, if any, of counsel for the underwriters in connection with such
registrations or qualifications and determination, (c) all expenses relating to the preparation,
printing, distribution and reproduction of any Registration Statement required to be filed
hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each
amendment or supplement to the foregoing, the expenses of preparing Registrable Securities in a
form for delivery for
purchase pursuant to such registration or qualification and the expense of printing or
producing any



3









 




underwriting agreement(s) and agreement(s) among underwriters and any “blue sky” or
legal investment memoranda, any selling agreements and all other documents approved for use in
writing by the Company to be used in connection with the offering, sale or delivery of Registrable
Securities, (d) messenger, telephone and delivery expenses of the Company and out-of-pocket travel
expenses incurred by or for the Company’s personnel for travel undertaken for any “road show” made
in connection with the offering of securities registered thereby, (e) fees and expenses of any
transfer agent and registrar with respect to the delivery of any Registrable Securities and any
escrow agent or custodian involved in the offering, (f) fees, disbursements and expenses of counsel
of the Company and independent certified public accountants of the Company incurred in connection
with the registration, qualification and offering of the Registrable Securities (including the
expenses of any opinions or “comfort” letters required by or incident to such performance and
compliance), (g) fees, expenses and disbursements of counsel and any other persons retained by the
Company, including special experts retained by the Company in connection with such registration,
(h) Securities Act liability insurance, if the Company desires such insurance, (i) transfer agents’
and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed
in connection with such offering, and (j) the fees and expenses incurred by the Company and its
advisers in connection with the quotation or listing of Registrable Securities on any securities
exchange or automated securities quotation system. Notwithstanding the foregoing, any (x) fees and
expenses of any legal counsel or other advisors to a Holder and any other out-of-pocket expenses of
a Holder, (y) brokerage commissions attributable to the sale of any of the Registrable Securities,
and (z) commissions, fees, discounts, transfer taxes or stamp duties and expenses of any
underwriter or placement agent applicable to Registrable Securities offered for a Holder’s account
in accordance with this Agreement shall not be “Registration Expenses.”




     “Registration Statement” means a Demand Registration Statement or a Piggy-Back
Registration Statement, as the case may be.



     “Representatives” means with respect to any Party, the directors, officers, employees,
agents, attorneys, accountants, consultants, financial, and other advisors of such Party.



     “SEC” means the United States Securities and Exchange Commission, or any successor
thereto.



     “Securities Act” means the United States Securities Act of 1933, as amended, and all
rules and regulations promulgated thereunder.



     “Self-Regulatory Organization” means FINRA, any United States or non-United States
securities exchange, commodities exchange, registered securities association, the Municipal
Securities Rulemaking Board, National Futures Association, and any other board or body, whether
United States or non-United States, that regulates brokers, dealers, commodity pool operators,
commodity trading advisors, or future commission merchants.



     “Shareholders’ Agreement” means the shareholders’ agreement, dated on or about the
date hereof, entered into by and among the Company, SSL, Mr. Tang, and the other parties thereto.



     1.2 Table of Definitions. The following terms have the meanings set forth in the Sections
set forth below:



	 	 	 	 	 
	Term	 	Section
	Acquired Shares

	 	Recitals


	Agreement

	 	Preamble

	Blackout Period

	 	2.3






4









 






	 	 	 	 	 
	Term	 	Section
	Closing Date

	 	Recitals

	Company

	 	Preamble

	Company Indemnified Parties

	 	3.2
	Company Indemnified Party

	 	3.2
	Demand Registration

	 	2.1(a)
	Demand Registration Statement

	 	2.1(a)
	Effective Date

	 	Recitals

	Exercising Holder

	 	2.1(a)
	Holdback Period

	 	2.6(a)
	Indemnified Parties

	 	3.2
	Indemnified Party

	 	3.2
	Initial Registration Period

	 	2.1(c)
	Maximum Offering Size

	 	2.1(b)
	Non-Exercising Holder

	 	2.1(b)
	Participating Piggy-Back Holders

	 	2.2(b)
	Parties

	 	Preamble

	Party

	 	Preamble

	Piggy-Back Registration

	 	2.2(a) 
	Piggy-Back Registration Statement

	 	2.2(a) 
	Seller

	 	Recitals

	Seller Indemnified Parties

	 	3.1
	Seller Indemnified Party

	 	3.1
	Seller Parent

	 	Recitals

	SSL

	 	Preamble

	Mr. Tang

	 	Preamble

	Transaction Agreement

	 	Recitals







ARTICLE II

REGISTRATION RIGHTS




     2.1 Demand Registration Rights.



          (a) Following the date that is eighteen (18) months after the date hereof and upon receipt of
a written request from a Holder (such Holder, together with its Affiliates, the “Exercising
Holder”) requesting that the Company effect a registration (a “Demand Registration”)
under the Securities Act covering the registration of some or all of the Registrable Securities,
and which notice shall specify the number of Registrable Securities for which registration is
requested and the intended method or methods of distribution thereof, the Company shall use
reasonable efforts to, as soon as reasonably practicable, after receipt of such written request,
file with the SEC and use reasonable efforts to cause to be declared effective, a registration
statement (a “Demand Registration Statement”) relating to all of the Registrable Securities
that the Company has been so requested to register for sale, to the extent required to permit the
disposition (in accordance with the intended method or methods of distribution thereof) of the
Registrable Securities so registered.




          (b) If the Demand Registration relates to an underwritten public offering and the managing
underwriter of such proposed public offering advises the Company and the Exercising Holder that, in
its reasonable opinion, the number of Registrable Securities requested to be included in the Demand
Registration (including securities to be sold by the Company or any other security holder,




5









 







including any Holders other than the Exercising Holder (such Holders, the “Non-Exercising
Holders”) exceeds the largest number of securities which reasonably can be sold in such
offering without having a material adverse effect on such offering, including the price at which
such securities can be sold (the “Maximum Offering Size”), then the Company shall include
in such Demand Registration, up to the Maximum Offering Size, first, the Registrable Securities the
Exercising Holder proposes to register, second, the Registrable Securities any Non-Exercising
Holder proposes to register, and third, any securities the Company proposes to register and any
securities with respect to which any other security holder has requested registration. The Company
shall not hereafter enter into any agreement which is inconsistent with the rights of priority
provided in this Section 2.1(b).




          (c) The Holders shall be entitled to an aggregate of (i) not more than three (3) registrations
of Registrable Securities pursuant to this Section 2.1 during the period beginning on the Closing
Date and ending on the five year anniversary of the Closing Date (the “Initial Registration
Period”), and (ii) following the Initial Registration Period, the number of registrations of
Registrable Securities pursuant to this Section 2.1 equal to the difference between (x) four (4)
and (y) the number of registrations of Registrable Securities pursuant to this Section 2.1 effected
during the Initial Registration Period; provided, that a registration requested pursuant to this
Section 2.1 shall not be deemed to have been effected for purposes of this Section 2.1(c) unless
(A) it has been declared effective by the SEC, (B) it has remained effective for the period set
forth in Section 2.4(a) and (C) the offering of Registrable Securities pursuant to such
registration is not subject to any stop order, injunction or other order or requirement of the SEC;
provided, however, that in the event the Exercising Holder revokes a Demand Registration request
(which revocation may only be made prior to the Company requesting acceleration of effectiveness of
the registration statement) then such Demand Registration shall count as having been effected
unless the Exercising Holder pays all Registration Expenses in connection with such revoked Demand
Registration within seven (7) days of written request therefor by the Company.




          (d) Notwithstanding anything to the contrary contained herein, the Company shall not be
required to prepare and file (i) more than one (1) Demand Registration Statement in any
twelve-month period, or (ii) any Demand Registration Statement within one hundred and eighty (180)
days following the date of effectiveness of any other Registration Statement.




          (e) A Demand Registration requested pursuant to this Section 2.1 shall not be deemed to have
been effected unless the Demand Registration Statement relating thereto (i) has become effective
under the Securities Act and the Registrable Securities of the Holder included in such Demand
Registration Statement have actually been sold thereunder and (ii) has remained effective for a
period of at least that specified in Section 2.4(a); provided, however, that if after any Demand
Registration Statement requested pursuant to this Section 2.1 becomes effective, such Demand
Registration Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or other governmental agency or court solely due to the actions or omissions
to act of the Company, such Demand Registration Statement shall be at the sole expense of the
Company and shall not be included as one of the Demand Registrations which may be requested
pursuant to this Section 2.




     2.2 Piggy-Back Registration.



          (a) If the Company proposes to file on its behalf and/or on behalf of any holder of its
securities (other than a holder of Registrable Securities) a registration statement under the
Securities Act on any form (other than a registration statement on Form S-4, F-4 or S-8 (or any
successor form) for securities to be offered in a transaction of the type referred to in Rule 145
under the Securities Act or to employees of the Company pursuant to any employee benefit plan,
respectively) for the registration of Common Stock (a “Piggy-Back Registration”), it shall
give written notice to all Holders at least thirty (30) days before the initial filing with the SEC
of such registration statement (a “Piggy-Back Registration





6









 








Statement”), which notice shall
set forth the number of Common Stock that the Company and other holders of Common Stock, if any,
then contemplate including in such registration and the intended method of disposition of such
Common Stock.




          (b) If any Holder desires to have Registrable Securities registered under this Section 2.2
(the “Participating Piggy-Back Holders”), it shall advise the Company in writing within
five (5) days after the date of receipt of such notice from the Company of its desire to have
Registrable Securities registered under this Section 2.2, and shall set forth the number of
Registrable Securities for which registration is requested. The Company shall thereupon use
reasonable efforts to include, or in the case of a proposed underwritten public offering, use
reasonable efforts to cause the managing underwriter or underwriters to permit such Holder to
include, in such filing the number of Registrable Securities for which registration is so
requested, subject to paragraph (c) below, and shall use reasonable efforts to effect registration
of such Registrable Securities under the Securities Act.




          (c) If the Piggy-Back Registration relates to an underwritten public offering and the managing
underwriter of such proposed public offering advises the Company and the Holders that, in its
reasonable opinion, the number of Registrable Securities requested to be included in the Piggy-Back
Registration together with the securities being registered by the Company or any other security
holder exceeds the Maximum Offering Size, then:




               (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include
in such Piggy-Back Registration first, the securities the Company proposes to register, second, the
securities of the Participating Piggy-Back Holders, and third, the securities of all other selling
security holders, to be included in such Piggy-Back Registration in an amount that together with
the securities the Company proposes to register, shall not exceed the Maximum Offering Size and
shall be allocated among such selling security holders on a pro rata basis (based on the number of
Common Stock held by each such selling security holder); and



               (ii) in the event any holder of securities of the Company initiated the Piggy-Back
Registration, the Company shall include in such Piggy-Back Registration first, the securities such
initiating security holder proposes to register, second, the securities of any other selling
security holders (including the Participating Piggy-Back Holders), in an amount that together with
the securities the initiating security holder proposes to register, shall not exceed the Maximum
Offering Size, such amount to be allocated among such other selling security holders on a pro rata
basis (based on the number of Common Stock held by each such selling security holder) and third,
any securities the Company proposes to register, in an amount that together with the securities the
initiating security holder and the other selling security holders propose to register, shall not
exceed the Maximum Offering Size.



          (d) The Company shall not hereafter enter into any agreement that is inconsistent with the
rights of priority provided in Section 2.2(c).




     2.3 Blackout Periods. The Company shall have the right to delay the filing or effectiveness of
a Registration Statement required pursuant to Section 2.1 or 2.2 hereof during no more than two (2)
periods aggregating to not more than one hundred and twenty (120) days in any twelve-month period
(each, a “Blackout Period”), in the event that (i) the Company would, in the good faith
judgment of the Company’s board of directors, be required to disclose in the prospectus information
not otherwise then required by law to be publicly disclosed and (ii) in the good faith judgment of
the Company’s board of directors, there is a reasonable likelihood that such disclosure, or any
other action to be taken in connection with the prospectus, would materially and adversely affect
or interfere with any significant financing, acquisition, merger, disposition of assets, corporate
reorganization or other material transaction or negotiations involving the Company; provided,
however, that (A) a Holder shall be entitled, at any



7









 




time after receiving notice of such delay and
before such Demand Registration Statement becomes effective, to withdraw such request and, if such
request is withdrawn, such Demand Registration shall not count as one of the permitted Demand
Registrations and (B) the Company shall delay during such Blackout Period the filing or
effectiveness of any Registration Statement required pursuant to the registration rights of other
holders of any securities of the Company. The Company shall promptly give the Holders written
notice of such determination containing, to the extent permitted by law, a general statement of the
reasons for such postponement and an approximation of the anticipated delay. After the expiration
of any Blackout Period (including upon public disclosure of the information that was the reason for
such Blackout Period) and without any further request from any Holder, the Company shall (subject
to there being no other Blackout period) promptly notify the Holders and shall use reasonable
efforts to prepare and file with the SEC the requisite Registration Statement or such amendments or
supplements to such Registration Statement or prospectus used in connection therewith as may be
necessary to cause such Registration Statement to become effective as promptly as practicable
thereafter.




     2.4 Registration Procedures. If the Company is required by the provisions of Section 2.1
or 2.2 to use reasonable efforts to effect the registration of any of its securities under the
Securities Act, the Company shall, as soon as reasonably practicable, after receipt of a written
request for a Demand Registration:



          (a) prepare and file with the SEC a Registration Statement with respect to such securities and
use reasonable efforts to cause such Registration Statement to become effective as promptly as
practicable and to remain effective for a period of time required for the disposition of such
Registrable Securities by the Holders thereof but not to exceed ninety (90) days excluding any days
that fall during a permitted Blackout Period under Section 2.3; provided, however, that before
filing such Registration Statement or any amendments or supplements thereto, the Company shall, if
requested, furnish to counsel selected by the Holders copies of all documents proposed to be filed,
which documents shall be subject to the review of such counsel, and shall in good faith consider
incorporating in each such document such changes as such counsel to the Holders reasonably and in a
timely manner may suggest; provided, however, that the Company shall not have any obligation to so
modify any information.




          (b) prepare and file with the SEC such amendments and supplements to such Registration
Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such Registration Statement
until the earlier of such time as all of such securities have been disposed of in a public offering
or the expiration of ninety (90) days (excluding any days that fall during a permitted Blackout
Period under Section 2.3);




          (c) furnish to such selling security holders such number of conformed copies of the applicable
Registration Statement and each such amendment and supplement thereto (including in each case all
exhibits), such number of copies of the prospectus contained in such Registration Statement
(including each preliminary prospectus and any summary prospectus) and any other prospectus, in
conformity with the requirements of the Securities Act, and such other documents, as such
selling security holders may reasonably request;




          (d) use reasonable efforts to register or qualify the Registrable Securities or other
securities covered by such Registration Statement under such other securities or blue sky laws of
such jurisdictions within the United States and its territories and possessions as each Holder of
such Registrable Securities shall reasonably request, to keep such registration or qualification in
effect for so long as such Registration Statement remains in effect or until all of the Registrable
Securities are sold, whichever is shorter, and to take any other action which may be reasonably
necessary or advisable to enable the Holder to consummate the disposition in such jurisdictions of
the securities owned by such




8









 







Holder (provided, however, that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business as a foreign corporation,
subject itself to taxation in or to file a general consent to service of process in any
jurisdiction where it would not, but for the requirements of this paragraph (d), be obligated to do
so) and do such other reasonable acts and things as may be required of it to enable such Holder to
consummate the disposition in such jurisdiction of the securities covered by such Registration
Statement;




          (e) use reasonable efforts to furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to Section 2.1 or 2.2, if the method of distribution is by means of
an underwriting, on the date that the shares of Registrable Securities are delivered to the
underwriters for sale pursuant to such registration, or if such Registrable Securities are not
being sold through underwriters, on the date that the registration statement with respect to such
shares of Registrable Securities becomes effective, (1) a signed opinion (including disclosure
statement), dated such date, of the independent legal counsel representing the Company for the
purpose of such registration, addressed to the underwriters, if any, and if such Registrable
Securities are not being sold through underwriters, then to the Holders making such request, and
(2) letters dated such date and the date the offering is priced from the independent certified
public accountants of the Company, addressed to the underwriters, if any, and if such Registrable
Securities are not being sold through underwriters, then to the Holders making such request, in
each case, in customary form and covering such matters of the kind customarily covered by opinions
or comfort letters, as the case may be, in such a transaction;




          (f) enter into customary agreements (including if the method of distribution is by means of an
underwriting, an underwriting agreement containing representations, warranties and indemnities in
customary form) and take such other actions as are reasonably required in order to expedite or
facilitate the disposition of such Registrable Securities;




          (g) otherwise use reasonable efforts to comply with all applicable rules and regulations
promulgated by the SEC;




          (h) use reasonable efforts to cause all such Registrable Securities to be listed on each
securities exchange or quotation system on which the Common Stock are listed or traded;




          (i) give written notice to the Holders:




               (i) when such Registration Statement, the prospectus or any amendment or supplement thereto
has been filed with the SEC and when such Registration Statement or any post-effective amendment
thereto has become effective;



               (ii) of any request by the SEC for amendments or supplements to such Registration Statement or
the prospectus included therein or for additional information;



               (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such
Registration Statement or the initiation of any proceedings for that purpose;



               (iv) of the receipt by the Company or its legal counsel of any notification with respect to
the suspension of the qualification of the Common Stock for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; and



               (v) of the happening of any event that requires the Company to make changes in such
Registration Statement or such prospectus in order to make the statements therein, in



9









 




light of the circumstances in which they were made, not misleading (which notice shall be accompanied by an
instruction to suspend the use of such prospectus until the requisite changes have been made);




          (j) use reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of such Registration Statement at the earliest possible time;




          (k) furnish to each Holder, without charge, at least one copy of such Registration Statement
and any post-effective amendment thereto, including financial statements and schedules, and, if the
Holder so requests in writing, all exhibits (including those, if any, incorporated by reference);




          (l) upon the occurrence of any event contemplated by Section 2.4(i)(v) above, promptly prepare
a post-effective amendment to such Registration Statement or a supplement to the related prospectus
or file any other required document so that, as thereafter delivered to the Holders, the prospectus
shall not contain an untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with Section 2.4(i)(v) above to
suspend the use of the prospectus until the requisite changes to the prospectus have been made,
then the Holders shall suspend use of such prospectus and use reasonable efforts to return to the
Company all copies of such prospectus other than permanent file copies then in such Holder’s
possession, and the period of effectiveness of such Registration Statement provided for above shall
be extended by the number of days from and including the date of the giving of such notice to the
date the Holders shall have received such amended or supplemented prospectus pursuant to this
Section 2.4(l);




          (m) subject to the execution of confidentiality agreements satisfactory in form and substance
to the Company, pursuant to the reasonable request of the Holder or underwriters, make reasonably
available for inspection by representatives of the Holders, any underwriter participating in any
disposition pursuant to such Registration Statement, and any attorney, accountant or other agent
retained by such representative or any such underwriter all relevant financial and other records,
pertinent corporate documents and properties of the Company and its subsidiaries and cause the
officers, directors and employees of the Company and its subsidiaries to supply all relevant
information reasonably requested by such representative or any such underwriter, attorney,
accountant or agent in connection with the registration provided that any such information
inspected or discussions conducted shall be done in a manner so as not to unreasonably disrupt the
operation of the Company’s business;




          (n) in connection with any underwritten offering to the extent the underwriters determine that
the failure to do so would have a material adverse effect on such offering, make appropriate
officers and senior executives of the Company reasonably available to the selling security holders
for meetings with prospective purchasers of Registrable Securities and prepare and present to
potential investors customary “road show” material in each case in accordance with the
recommendations of the underwriters and in all respects in a manner reasonably requested and
consistent with other new issuances of securities in an offering of a similar size to such offering
of the Registrable Securities; and




          (o) use reasonable efforts to procure the cooperation of the Company’s transfer agent in
settling any offering or sale of Registrable Securities, including with respect to the transfer of
physical stock certificates into book-entry form in accordance with any procedures reasonably
requested by the Holders or the underwriters, if any.




          It shall be a condition precedent to the
obligation of the Company to take any action pursuant
to this Agreement in respect of the Registrable
Securities which are to be registered at the request
of any Holder that such Holder shall furnish to the
Company such information regarding the Registrable
Securities held by such Holder and the intended
method of distribution thereof as the





10











 




Company shall reasonably request and as shall be required in connection with the action
taken by the Company.




     2.5 Expenses. Except as otherwise agreed or set forth herein, the Company shall bear and
pay all Registration Expenses, and Holders shall bear and pay all (x) fees and expenses of any
legal counsel or other advisors to such Holder and any other out-of-pocket expenses of such Holder,
(y) brokerage commissions attributable to the sale of any of the Registrable Securities, and (z)
commissions, fees, discounts, transfer taxes or stamp duties and expenses of any underwriter or
placement agent applicable to Registrable Securities offered for a Holder’s account in accordance
with this Agreement.



     2.6 Holdback Agreement. 



          (a) In the case of an underwritten offering of securities by the Company with respect to which
the Company has complied with its obligations hereunder, each Holder agrees, if and to the extent
(i) requested by the managing underwriter of such underwritten offering and (ii) all of the
Company’s named executive officers and directors execute agreements identical to those referred to
in this Section 2.6, that it shall not during the period beginning on, and ending ninety (90) days
(subject to one extension of no more than 17 days if required by the underwriters in connection
with FINRA Rule 2711(f)(4) or any similar or successor provision) (or such shorter period as may be
permitted by such managing underwriter) after, the effective date of the registration statement
filed in connection with such Registration (the “Holdback Period”), except for Registrable
Securities included in such registration or as otherwise agreed between such Holder and such
managing underwriter, (i) lend, offer, pledge, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right, or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock
or any securities convertible into or exercisable or exchangeable for Common Stock held immediately
prior to the effectiveness of the Registration Statement for such offering, or (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction described in clause (i)
or (ii) above is to be settled by delivery of Common Stock or other securities, in cash or
otherwise; provided, however, that such restrictions shall not apply to any such sales, purchases,
grants, transfers, dispositions, or arrangements to settle or otherwise close any hedging
instruments that were outstanding prior to the beginning of the Holdback Period unless the Holder
of such Registrable Securities had proposed to sell Registrable Securities in the offering. No
Holder subject to this Section 2.6 or any of the Company’s executive officers and directors that
execute agreements identical to those referred to in this Section 2.6 shall be released from any
obligation under any agreement, arrangement or understanding entered into pursuant to or
contemplated by this Section 2.6 unless all Holders are also released from their obligations under
Section 2.6. In the event of any such release the Company shall notify the Holders of any such
release within three (3) business days after such release. If requested by the managing
underwriter, each Holder shall enter into a lock-up agreement with the applicable underwriters that
is consistent with the agreement in this Section 2.6.1



          (b) In order to enforce the foregoing covenant, the Company may impose stop transfer
instructions with respect to the Registrable Securities of each Holder (and the shares or
securities of every other Person subject to the foregoing restriction) to the extent transfers are
so restricted, until the end of such period.





 




			
	1	 	The other provisions of this section do not
create an affirmative covenant on the part of the Holders to execute a separate
agreement required by the underwriters, and the underwriters will desire
privity of contract as to the lock-up agreements.




11









 










ARTICLE III

INDEMNIFICATION




     3.1 Indemnification by the Company. The Company will, and it hereby does, indemnify and
hold harmless, to the extent permitted by law, the seller of any Registrable Securities covered by
each registration statement filed by the Company to which Article II applies, each affiliate of
such seller and their respective trustees, directors, and officers or general and limited partners
(including any director, officer, affiliate, employee, representative, agent, and controlling
Person of any of the foregoing, within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), each other Person who participates as an underwriter in the offering or
sale of such securities and each other Person, if any, who controls such seller or any such
underwriter within the meaning of the Securities Act (each, a “Seller Indemnified Party”,
and collectively, the “Seller Indemnified Parties”), against any and all Actions (whether
or not a Seller Indemnified Party is a party thereto), losses, claims, damages, or liabilities,
joint or several, and expenses (including, without limitation, reasonable attorney’s fees and
reasonable expenses of investigation) to which such Seller Indemnified Party becomes subject under
the Securities Act, common law, or otherwise, insofar as such losses, claims, damages, liabilities,
or expenses (or actions or proceedings in respect thereof, whether or not such Seller Indemnified
Party is a party thereto) arise out of, relate to, or are based upon (a) any untrue statement or
alleged untrue statement of any material fact contained in any such registration statement, any
preliminary, final, or supplemental prospectus contained therein, or any amendment or supplement
thereto or any issuer free-writing prospectus relating to any sale or distribution pursuant
thereto, or (b) any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein (in the case of a prospectus, in light
of the circumstances under which they were made) not misleading, and the Company will reimburse
such Seller Indemnified Party for any legal or any other expenses reasonably incurred by such
Seller Indemnified Party in connection with investigating or defending against any such loss,
claim, liability, action, or proceeding; provided, that the Company shall not be liable to
any Seller Indemnified Party in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof), or expense arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged omission made in such
registration statement or amendment or supplement thereto or in any such preliminary, final, or
supplemental prospectus or issuer free-writing prospectus in reliance upon and in conformity with
written information furnished to the Company through an instrument duly executed by such seller
specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of the Company or any of
the prospective sellers, or any of their respective affiliates, directors, officers, or controlling
Persons and shall survive the transfer of such securities by such seller.



     3.2 Indemnification by the Holders. The Company may require, as a condition to including
any Registrable Securities in any registration statement to which Article II applies, that the
Company shall have received an undertaking reasonably satisfactory to it from the prospective
seller of such Registrable Securities or any underwriter to indemnify and hold harmless (in the
same manner and to the same extent as set forth in Section 3.1) the Company, its directors,
officers, affiliates, employees, representatives, agents, and controlling Persons (each, a
“Company Indemnified Party,” and collectively, the “Company Indemnified Parties,”
and together with the Seller Indemnified Parties, the “Indemnified Parties” and each
individually an “Indemnified Party”) with respect to any untrue statement or alleged untrue
statement in or omission or alleged omission from such registration statement, any preliminary,
final or supplemental prospectus contained therein, or any amendment or supplement, if such untrue
statement or alleged untrue statement or omission or alleged omission was made in reliance upon and
in conformity with written information furnished to the Company through an instrument duly executed
by such seller or underwriter respectively, specifically stating that it is for use in the
preparation of such registration statement, preliminary, final, or supplemental prospectus or
amendment or supplement, or a document incorporated by reference into any of the foregoing;
provided, however, that the indemnity agreement contained in this



12









 




Section 3.2 shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of such seller (which
consent shall not be unreasonably withheld or delayed). Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company or any of the
prospective sellers, or any of their respective affiliates, directors, officers, or controlling
Persons and shall survive the transfer of such securities by such Holder.




     3.3 Notices of Claims, Etc. Promptly after receipt by an Indemnified Party hereunder of
written notice of the commencement of any Action with respect to which a claim for indemnification
may be sought pursuant to this Article III, such Indemnified Party will, if a claim in respect
thereof is to be made against an indemnifying party, give prompt written notice to the latter of
the commencement of such Action; provided that the failure of the Indemnified Party to give
prompt notice as provided herein (i) shall not relieve the indemnifying party of its obligations
under this Article III, except to the extent that the indemnifying party is materially prejudiced
by such failure to give prompt notice, and (ii) shall not, in any event, relieve the indemnifying
party from any obligations which it may otherwise have to any Indemnified Party in addition to any
indemnification obligation provided in Sections 3.1 and 3.2. In case any such Action is brought
against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of
interest between such Indemnified Party and indemnifying parties may exist in respect of such
Action, the indemnifying party will be entitled to participate in and to assume the defense thereof
(at its expense), jointly with any other indemnifying party similarly notified to the extent that
it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from
the indemnifying party to such Indemnified Party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses
subsequently incurred by the latter in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party will consent to entry of any judgment or settle any
Action which (i) does not include, as an unconditional term thereof, the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect of such Action, and
(ii) does not involve the imposition of equitable remedies or of any obligations on such
Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a
result of the imposition of financial obligations for such Indemnified Party will be indemnified
hereunder.



     3.4 Contribution.



          (a) If the indemnification provided for in this Article III from the indemnifying party is
unavailable to or insufficient to fully hold harmless an Indemnified Party hereunder in respect of
any Action, losses, damages, liabilities, or expenses referred to herein, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such Action, losses, damages, liabilities, or
expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and such Indemnified Party in connection with the actions which resulted in such Action
losses, damages, liabilities, or expenses, as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and such Indemnified Party shall be determined by
reference to, among other things, whether any action in question, including any untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or Indemnified
Parties, and the parties’ relative intent, knowledge, access to information, and opportunity to
correct or prevent such action. The amount paid or payable by a party under this Section 3.4 as a
result of the Action, losses, damages, liabilities, and expenses referred to above shall be deemed
to include any legal or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding.



13









 





          (b) The parties hereto agree that it would not be just and equitable if contribution pursuant
to this Section 3.4 were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in Section 3.4(a) hereof.
No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.



     3.5 Limitation of Holder Liability. Notwithstanding any other provisions of this
Agreement, the aggregate liability of a Holder under this Article III shall be limited to the
aggregate net proceeds received by such seller in connection with any offering to which such
registration under the Securities Act relates.



     3.6 Other Indemnification. Indemnification similar to that specified in the preceding
provisions of this Article III (with appropriate modifications) shall be given by the Company and
each Holder of Registrable Securities with respect to any required registration or other
qualification of securities under any federal or state law or regulation or governmental authority
other than the Securities Act.



     3.7 Non-Exclusivity. The obligations of the Parties under this Article III shall be in
addition to any liability which any Party may otherwise have to any other Party.



ARTICLE IV

RULE 144




     4.1 Rule 144. The Company covenants that it will use reasonable efforts to (a) file the
reports required to be filed by it under the Securities Act and the Exchange Act (or, if the
Company is not required to file such reports, it will, upon the request of any Holder, make
publicly available such information), and it will take such further action as any Holder may
reasonably request, all to the extent required from time to time to enable such Holder to sell
Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time
to time, or (ii) any similar rule or regulation hereafter adopted by the SEC; and (b) file with or
furnish to the SEC in a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act. Upon the request of any Holder of Registrable Securities,
the Company will deliver to such Holder a written statement as to whether it has complied with such
requirements.



ARTICLE V

SELECTION OF UNDERWRITERS AND COUNSEL




     5.1 Selection of Managing Underwriters. In the event the Participating Demand Holders have
requested an underwritten offering, the underwriter or underwriters shall be selected by the
Company, subject to consultation with and the approval of the Holders of a majority of the shares
being so registered, which approval shall not be unreasonably withheld or delayed. In that event,
(i) all of the representations and warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriters shall also be made to and for the benefit of
such Holders of Registrable Securities, (ii) that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement shall be conditions precedent to
the obligations of such Holders of Registrable Securities, and (iii) that no Holder shall be
required to make any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding such Holder, the
Registrable Securities of such Holder and such Holder’s intended method of distribution and any
other representations customarily required or required by law. Subject to the foregoing, all
Holders proposing to distribute Registrable Securities through such underwritten



14









 




offering shall enter into an underwriting agreement in customary form with the underwriter or
underwriters.




     5.2 Selection of Counsel. In connection with any registration of Registrable Securities
pursuant to Article II hereof, the Holders of a majority of the Registrable Securities (on an as
converted basis) covered by any such registration may select one firm (at the Holders’ expense) as
counsel to represent all Holders of Registrable Securities covered by such registration; provided,
however, that in the event that the counsel selected as provided above is also acting as counsel to
the Company in connection with such registration, the remaining Holders shall be entitled to select
one additional firm as counsel to represent all such remaining Holders at such remaining Holders’
expense.



ARTICLE VI

MISCELLANEOUS




     6.1 Limitation on Conflicting Agreements. From and after the date of this Agreement, the
Company shall not enter into any agreement with any holder or prospective holder of any securities
of the Company which conflicts with, or constitutes (or upon performance in accordance with its
terms would constitute) a breach of, the Company’s obligations under this Agreement.



     6.2 Termination. This Agreement will terminate upon the earliest to occur of the date upon
which there shall be no Registrable Securities as a result of the events set forth in subsections
(i) through (v) of the definition of Registrable Securities set forth herein. Upon termination
pursuant to this Section 6.1, the Company will no longer be obligated to provide notice of a
proposed registration.



     6.3 Amendments; Waivers.



          (a) No failure or delay on the part of any Party in exercising any right, power, or privilege
hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other right, power, or
privilege.



          (b) Any provision of this Agreement may be amended or waived if, but only if, such amendment
or waiver is in writing and signed by all Parties.



     6.4 Successors and Assigns.



          (a) All the terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the Parties and the successors and assigns of each Party, whether
so expressed or not. None of the Parties may assign any of its rights or obligations hereunder, in
whole or in part, by operation of law or otherwise, without the prior written consent of the other
Parties, and any such assignment without such prior written consent shall be null and void;
provided, however, that all or any portion of the rights of each Holder under this Agreement are
transferable to each transferee of such Holder to whom the transferor transfers Registrable
Securities and each transferee of such Holder agrees to be bound by and to perform all of the terms
and provisions required by this Agreement, provided that such transfer is effected in accordance
with and subject to the terms and conditions of the Shareholders’ Agreement.



     6.5 Notices. All notices and communications hereunder shall be deemed to have been duly
given and made if in writing and if served by personal delivery upon the party for whom it is
intended, or if delivered by registered or certified mail, return receipt requested, or if sent by
telecopier or email in each case, to the Person at the address set forth below, or such other
address as may be designated in writing hereafter, in the same manner, by such Person:



15









 






	 	(a)	 	if to the Company, to:




TTM Technologies, Inc.

2630 South Harbor Blvd.

Santa Ana, California 92704

Telephone: (714) 327-3048

Facsimile: (714) 432-7234

Email: kalder@ttmtech.com

Attention: Kent Alder



with a copy (which shall not constitute notice) to:



Greenberg Traurig, LLP

2375 East Camelback Road

Suite 700

Phoenix, Arizona 85016

Telephone: (602) 445-8000

Facsimile: (602) 445-8100

E-mail: kaplanm@gtlaw.com

Attention: Michael L. Kaplan, Esq.





	 	(b)	 	if to SSL or Mr. Tang, to:




Flat 6B, 20 Fa Po Street,

Yau Yat Chuen, Kowloon,

Hong Kong

Telephone: +852-2660-1978

Telecopy: +852-2660-1908

E-mail: tom.tang@meadvillegroup.com

             mai.tang@meadvillegroup.com

Attention: Mr. Tang Chung Yen, Tom

                 Ms. Tang Ying Ming, Mai



with a copy (which shall not constitute notice) to:



Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852-3740-4700

Telecopy: +852-3740-4727

E-mail: Jonathan.stone@skadden.com

Attention: Jonathan Stone



The failure to provide notice in accordance with the required timing, if any, set forth herein
shall affect the rights of the party providing such notice only to the extent that such delay
actually prejudices the rights of the party receiving such notice.




     6.6 Headings. The headings in this Agreement are for convenience of reference only and
will not control or affect the meaning or construction of any provisions hereof.



16









 





     6.7 Severability. The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision
shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the
intent and purpose of such invalid or unenforceable provision and (b) the remainder of this
Agreement and the application of such provision to other Persons or circumstances shall not be
affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability
affect the validity or enforceability of such provision, or the application thereof, in any other
jurisdiction.



     6.8 Counterparts. This Agreement may be executed in any number of counterparts (including
by facsimile), each of which will be an original with the same effect as if the signatures thereto
and hereto were upon the same instrument.



     6.9 Entire Agreement. This Agreement, together with the agreements referred to herein, is
intended by the parties to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein and the registration rights
granted by the Company with respect to the Registrable Securities. This Agreement supersedes all
prior agreements and undertakings among the parties with respect to such registration rights.



     6.10 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.



          (a) THIS AGREEMENT, THE LEGAL RELATIONSHIP BETWEEN THE PARTIES AND THE ADJUDICATION AND THE
ENFORCEMENT HEREOF AND THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL, SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO
AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT JURISDICTION, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAW RULES AND PRINCIPLES THEREOF.



          (b) Each Party to this Agreement, by its execution hereof, hereby:



               (i) irrevocably and unconditionally submits to the exclusive jurisdiction in the Court of
Chancery of the State of Delaware or any court of the United States located in the State of
Delaware, for the purpose of any and all actions, suits or proceedings arising in whole or in part
out of, related to, based upon or in connection with this Agreement or the subject matter hereof;



               (ii) waives to the extent not prohibited by applicable law, and agrees not to assert, by way
of motion, as a defense or otherwise, in any such action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is exempt or immune
from attachment or execution, that any such action brought in one of the above-named courts should
be dismissed on grounds of forum non conveniens, should be transferred to any court other than one
of the above-named courts, or should be stayed by reason of the pendency of some other proceeding
in any other court other than one of the above-named courts, or that this Agreement or the subject
matter hereof may not be enforced in or by such court, and



               (iii) agrees not to commence any such action other than before one of the above-named courts
nor to make any motion or take any other action seeking or intending to cause the transfer or
removal of any such action to any court other than one of the above-named courts whether on the
grounds of forum non conveniens or otherwise.



17









 





          (c) Each of SSL and Mr. Tang hereby irrevocably and unconditionally designate, appoint, and
empower The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801, as their respective designee, appointee and agent to receive, accept and
acknowledge for and on their behalf service of any and all legal process, summons, notices and
documents that may be served in any action, suit or proceeding brought against SSL or Mr. Tang, as
applicable, in any such United States federal or state court with respect to their obligations,
liabilities or any other matter arising out of or in connection with this Agreement and that may be
made on such designee, appointee and agent in accordance with legal procedures prescribed for such
courts. If for any reason such designee, appointee and agent hereunder shall cease to be available
to act as such, SSL and Mr. Tang each hereby agree to designate a new designee, appointee and agent
in the State of Delaware on the terms and for the purposes of this Section 6.9 reasonably
satisfactory to the Company. Each of SSL and Mr. Tang further hereby irrevocably consent and agree
to the service of any and all legal process, summons, notices and documents in any such action,
suit or proceeding against SSL or Mr. Tang by serving a copy thereof upon the relevant agent for
service of process referred to in this Section 6.9 (whether or not the appointment of such agent
shall for any reason prove to be ineffective or such agent shall accept or acknowledge such
service) or by sending copies thereof by a recognized next day courier service to SSL and Mr. Tang,
as applicable, at their address specified in or designated pursuant to this Agreement. Each of SSL
and Mr. Tang agree that the failure of any such designee, appointee and agent to give any notice of
such service to them shall not impair or affect in any way the validity of such service or any
judgment rendered in any action or proceeding based thereon.



          (d) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION UNDER THIS SECTION 6.9. THE PARTIES HERETO AGREE THAT ANY OR ALL OF THEM MAY
FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY, AND
BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY COURT
ACTION OR PROCEEDING WHATSOEVER BETWEEN THEM THAT IS PERMITTED UNDER THIS SECTION 6.9 SHALL INSTEAD
BE TRIED IN A DELAWARE COURT BY A JUDGE SITTING WITHOUT A JURY.



     6.11 Specific Performance; Injunctive Relief. The parties hereby acknowledge and agree that
the failure of any Party to perform its agreements and covenants hereunder, including its failure
to take all actions as are necessary on its part to the consummation of the transactions
contemplated hereby, will cause irreparable injury to the other Parties, for which damages, even if
available, will not be an adequate remedy. Accordingly, each Party hereby consents to the issuance
of injunctive relief by any court of competent jurisdiction to compel performance of such Party’s
obligations, to prevent breaches of this Agreement by such Party and to the granting by any court
of the remedy of specific performance of such Party’s obligations hereunder, without bond or other
security being required, in addition to any other remedy to which any Party is entitled at law or
in equity. Each Party irrevocably waives any defenses based on adequacy of any other remedy,
whether at law or in equity, that might be asserted as a bar to the remedy of specific performance
of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any
Party.



     6.12 Interpretation.



          (a) The words “hereof,” “herein,” and “herewith” and words of similar import shall, unless
otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and article, section, paragraph, exhibit, and schedule references are
to the articles, sections, paragraphs, exhibits, and schedules of this Agreement unless otherwise
specified. Whenever the words “include,” “includes,” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation.” All terms defined in this
Agreement shall have



18









 




the defined meanings contained herein when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein. The definitions contained in this
Agreement are applicable to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such terms. In this Agreement, all
references to “$” are to United States dollars. Any agreement, instrument, or statute
defined or referred to herein or in any agreement or instrument that is referred to herein means
such agreement, instrument, or statute as from time to time, amended, qualified, or supplemented,
including (in the case of agreements and instruments) by waiver or consent and (in the case of
statutes) by succession of comparable successor statutes and all attachments thereto and
instruments incorporated therein. References to a Person are also to its permitted successors and
assigns.




          (b) The Parties have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise
favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.



[Signature pages follow.]





19









 








     IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this
Agreement to be duly executed on its behalf as of the date first written above.



	 	 	 	 	 
	 	TTM TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Kenton K. Alder
 	 
	 	 	Name:  	Kenton K. Alder 	 
	 	 	Title:  	Chief Executive Officer and President 	 
	 
	 	SU SIH (BVI) LIMITED

 	 
	 	By:  	/s/ Tang Ying Ming, Mai
 	 
	 	 	Name:  	Tang Ying Ming, Mai 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	                                              /s/ Tang Hsiang Chien
 	 
	 	TANG HSIANG CHIEN 	 
	 	 	 
	 



[ Signature Page to Registration Rights Agreement ]