8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 11, 2010

VIASYSTEMS GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 001-15755
(Commission
File Number) 75-2668620
(IRS Employer
Identification No.)

101 South Hanley Road, Suite 400
St. Louis, Missouri (Address of Principal Executive Offices)	63105 (Zip Code)

(314) 727-2087
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 1.02. Termination of a Material Definitive Agreement.
	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
	Item 3.03. Material Modification to Rights of Security Holders.
	Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-3.1
EX-3.2
EX-3.3
EX-4.1
EX-4.2
EX-10.1
EX-99.1

Item 1.01. Entry into a Material Definitive Agreement.

     On February 11, 2010, Viasystems Group, Inc. (“Viasystems”) entered into a new Stockholder Agreement, by and among Viasystems and VG Holdings, LLC (the “Fund Entity”), an entity formed by affiliates of Hicks, Muse, Tate & Furst, Incorporated (“HMTF”), affiliates of GSC Recovery II, L.P. (“GSC”) and TCW Shared Opportunities Fund III, L.P. (“TCW” and together with HMTF and GSC, the “Funds”), that, as of the consummation of the Merger (defined below), holds approximately 77.8% of the common stock of Viasystems (the “Stockholder Agreement”). Under the terms of the Stockholder Agreement, the Fund Entity has the right, subject to certain reductions, to designate up to five directors to serve on the board of directors of Viasystems. In addition, subject to certain exceptions, the Fund Entity agreed not to sell any of the Viasystems common stock held by the Fund Entity for 180 days after the closing of the merger of Maple Acquisition Corp., a wholly owned subsidiary of Viasystems (“Merger Sub”), with and into Merix Corporation (“Merix”), with Merix continuing as the surviving corporation (the “Merger”), as more fully described in Item 2.01 below. In addition, the Stockholder Agreement provides the Fund Entity with certain registration rights related to its shares of Viasystems common stock, including demand, piggy-back and Form S-3 registration rights. A copy of the Stockholder Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

     The information set forth under Item 2.03 is hereby incorporated by reference into this Item 1.01.

Item 1.02. Termination of a Material Definitive Agreement.

     On February 11, 2010, Viasystems terminated its Stockholders Agreement, dated January 31, 2003, between Viasystems, certain of the Funds and the other signatories thereto, as amended, and entered into the Stockholder Agreement, as described in Item 1.01 above.

     In addition, on February 11, 2010, Viasystems terminated its monitoring and oversight agreement between it, Hicks, Muse & Co. Partners L.P., an affiliate of HMTF, and certain other parties thereto and paid a cash termination fee to Hicks, Muse & Co. Partners L.P. in the amount of $5,620,540.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     As announced in a press release on February 16, 2010, Viasystems completed its acquisition of Merix. Pursuant to the Agreement and Plan of Merger, dated as of October 6, 2009 (the “Merger Agreement”), by and among Viasystems, Merger Sub and Merix, Merix became a wholly owned subsidiary of Viasystems.

     Under the terms of the Merger Agreement, each issued and outstanding share of Merix common stock was converted into the right to receive approximately 0.11 shares of Viasystems common stock, and with respect to any resulting fractional shares, approximately $21.61 multiplied by the fractional share interest to which such holder is otherwise entitled. Viasystems issued approximately 2.5

million shares to former Merix shareholders, giving them an ownership of approximately 12.5% of the outstanding stock of Viasystems.

     In connection with the Merger, on February 16, 2010, Viasystems issued 1,398,251 shares of its common stock, par value $0.01 per share, and paid cash consideration of $34,278,370 to the holders (the “Noteholders”) of $68,590,000 principal amount of the 4% Convertible Senior Subordinated Notes due 2013 (the “Merix Notes”), in exchange for the Merix Notes held by such Noteholders.

     The proxy statement/prospectus mailed to the security holders of Merix, forming a part of Viasystems’ Registration Statement on Form S-4 (Registration Number 333-163040) filed with the Securities and Exchange Commission on November 10, 2009, as amended on December 17, 2009 and December 29, 2009, provides certain information about the Merger, Viasystems, Merger Sub and Merix.

     The Merger Agreement and the press release dated February 16, 2010 are filed as Exhibits 2.1 and 99.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     In connection with the Merger, Viasystems entered into a First Supplemental Indenture, dated as of February 16, 2010 (the “Supplemental Indenture”) with Merix and U.S. Bank National Association (“U.S. Bank”), as required under the terms of an Indenture, dated as of May 16, 2006 (the “Indenture”), between Merix and U.S. Bank, as trustee, pursuant to which Merix issued the Merix Notes. Under the terms of the Supplemental Indenture, Viasystems guaranteed all of the obligations of Merix under the Merix Notes and the Indenture. A copy of the Supplemental Indenture is attached hereto as Exhibit 4.2 and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

     The information set forth under Item 1.02 and Item 5.03 is hereby incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On February 16, 2010 in connection with the consummation of the Merger, the board of directors of Viasystems (the “Board”) accepted the resignation of Diane H. Gulyas from the Board. At the same time, the Board also increased the size of the Board from ten to twelve members and elected William C. McCormick (“Mr. McCormick”), Michael D. Burger (“Mr. Burger”) and Kirby A. Dyess (“Ms. Dyess”) as members of the Board, effective February 16, 2010. Mr. McCormick, Mr. Burger and Ms. Dyess were elected as directors pursuant to the Merger Agreement, which required that three members

of Merix’ board of directors be named to the Board as of the closing of the Merger. Mr. McCormick will serve on the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board. Mr. Burger will serve on the Nominating and Corporate Governance Committee of the Board. Ms. Dyess will serve on the Compensation Committee of the Board and the Nominating and Corporate Governance Committee of the Board.

     The following is the biographical information regarding the new directors of Viasystems:

     Mr. McCormick, age 76, served as a director of Merix from 1997 and as Chairman of the board of directors of Merix from 2007 until the closing of the Merger. Mr. McCormick currently serves on the advisory committees of Aquitas Capital Management and Riverlake Partners LLC, which are buyout and capital management firms of small-to-medium-sized manufacturing companies. Mr. McCormick served as Chairman of Precision Castparts Corporation from October 1994 until his retirement in August 2003 and as Chief Executive Officer from August 1991 until retiring from that position in August 2002. Mr. McCormick is President of the William C. & Jani E. McCormick Foundation. Mr. McCormick is the Chairman of EnergyConnect Group Inc. (formerly Microfield Group, Inc.), Vice Chairman of TECT Aerospace and President of Homestead Capital. Mr. McCormick serves as a director on the boards of directors of Albertina Kerr Foundation, SP Industries, Inc. and Premium Wire Components.

     Mr. Burger, age 51, served as director, President and Chief Executive Officer of Merix from April 2007 until the closing of the Merger. From November 2004 until joining Merix, Mr. Burger served as Director and President of the Components Business of Flextronics Corporation, a leading provider of advanced design and electronics manufacturing services to original equipment manufacturers. Prior to Flextronics, from 1999 to November 2004, Mr. Burger was employed by ZiLOG, Inc., a supplier of devices for embedded control and communications applications. From May 2002 until November 2004, Mr. Burger served as ZiLOG’s President and a member of its board of directors.

     Ms. Dyess, age 63, served as a director of Merix from 2002 until the closing of the Merger. Ms. Dyess is a principal in her own early stage investment firm, Austin Capital Management LLC. Ms. Dyess served as Vice President of Intel Corporation and Director of Operations for Intel Capital from April 2001 until her retirement in December 2002. Ms. Dyess served as Vice President and Director of New Business Development of Intel Corporation from January 1997 to April 2001 and was Corporate Vice President and Director of Human Resources worldwide from 1993 to 1996. Ms. Dyess also serves on the board of directors of publicly traded companies Portland General Electric and Itron, Inc., as well as privately held companies Prolifiq Software, Inc. and Compli, Inc.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     On February 11, 2010, Viasystems filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware in order to effectuate a recapitalization pursuant to which (i) a reverse stock split was effected pursuant to which each outstanding share of

Viasystems common stock was converted into 0.083647 of a share of newly issued common stock, (ii) each outstanding share of Viasystems Class A Junior Preferred Stock was reclassified as, and converted into, 8.478683 shares of newly issued common stock and (iii) each outstanding share of Viasystems Class B Senior Convertible Preferred Stock was reclassified as, and converted into, 1.416566 shares of newly issued common stock.

     On February 12, 2010, Viasystems filed a Third Amended and Restated Certificate of Incorporation (the “Amended Certificate”) with the Secretary of State of the State of Delaware.

     On February 16, 2010, Viasystems adopted the Second Amended and Restated Bylaws (the “Amended Bylaws”), which were duly approved by the Board on October 6, 2009.

     The Certificate of Amendment, the Amended Certificate and the Amended Bylaws are filed as Exhibits 3.1, 3.2 and 3.3 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

     Viasystems intends to file by amendment to this Current Report on Form 8-K the required historical financial information no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

     Viasystems intends to file by amendment to this Current Report on Form 8-K the required pro forma financial information no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit
Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of October 6, 2009, by and among Viasystems Group, Inc., Maple Acquisition Corp. and Merix Corporation (incorporated by reference to Registration Statement No. 333-163040 on Form S-4 of Viasystems Group, Inc. filed on November 12, 2009)
3.1	Certificate of Amendment of Second Amended and Restated Certificate of

Exhibit
Number	Description of Exhibit
	Incorporation of Viasystems Group, Inc. (filed herewith)
3.2	Third Amended and Restated Certificate of Incorporation of Viasystems Group, Inc. (filed herewith)
3.3	Second Amended and Restated Bylaws of Viasystems Group, Inc. (filed herewith)
4.1	Specimen Common Stock Certificate (filed herewith)
4.2	First Supplemental Indenture, dated as of February 16, 2010 among Viasystems Group, Inc., Merix Corporation and U.S. Bank National Association, as trustee (filed herewith)
10.1	Stockholder Agreement, dated as of February 11, 2010, by and between Viasystems Group, Inc. and VG Holdings, LLC (filed herewith)
99.1	Press Release of Viasystems Group, Inc., dated February 16, 2010 (filed herewith)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIASYSTEMS GROUP, INC.
Date: February 17, 2010	By:	/s/ Gerald G. Sax
		Name:	Gerald G. Sax
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
2.1	Agreement and Plan of Merger, dated as of October 6, 2009, by and among Viasystems Group, Inc., Maple Acquisition Corp. and Merix Corporation (incorporated by reference to Registration Statement No. 333-163040 on Form S-4 of Viasystems Group, Inc. filed on November 12, 2009)
3.1	Certificate of Amendment of Second Amended and Restated Certificate of Incorporation of Viasystems Group, Inc. (filed herewith)
3.2	Third Amended and Restated Certificate of Incorporation of Viasystems Group, Inc. (filed herewith)
3.3	Second Amended and Restated Bylaws of Viasystems Group, Inc. (filed herewith)
4.1	Specimen Common Stock Certificate (filed herewith)
4.2	First Supplemental Indenture, dated as of February 16, 2010 among Viasystems Group, Inc., Merix Corporation and U.S. Bank National Association, as trustee (filed herewith)
10.1	Stockholder Agreement, dated as of February 11, 2010, by and between Viasystems Group, Inc. and VG Holdings, LLC (filed herewith)
99.1	Press Release of Viasystems Group, Inc., dated February 16, 2010 (filed herewith)

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VIASYSTEMS GROUP, INC.

February 11, 2010

     The undersigned duly authorized officer of Viasystems Group, Inc., a Delaware corporation, hereby certifies the following:

     1. The name of the corporation is Viasystems Group, Inc. (the “Corporation”). The name under which the Corporation originally was incorporated was Circo Craft Holding Company, and the date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was August 28, 1996.

     2. The amendments to the Second Amended and Restated Certificate of Incorporation of the Corporation, as previously amended and restated (the “Certificate of Incorporation”), contained herein have been duly adopted in accordance with Section 242 and 245 of the of the General Corporation Law of the State of Delaware (the “DGCL”) and by the written consent of stockholders in accordance with Section 228 of the DGCL.

     3. Article FOURTH of the Certificate of Incorporation is amended by adding the following Section E at the end thereof:

“E. Effective immediately upon the filing with the Secretary of State of the State of Delaware of the Certificate of Amendment to the Certificate of Incorporation, as amended, and without any action on the part of any holder thereof, (1) a reverse stock split shall be effected pursuant to which each outstanding share of Common Stock will be converted into 0.083647 of a share of newly issued common stock, $.01 par value per share (the “New Common Stock”), with all shares of the New Common Stock so issued to each holder of Common Stock to be aggregated and with any fractional share remaining after such aggregation to be cancelled in exchange for the right to receive a cash payment of $25.00 per share of New Common Stock (the “Fractional Share Amount”), (2) a reclassification of the Class A Junior Preferred Stock, par value $.01 per share, of the Corporation (the “Class A Preferred Stock”) and the Class B Senior Convertible Preferred Stock, par value $.01 per share, of the Corporation (the “Class B Preferred Stock”) shall be effected pursuant to which (a) each outstanding share of Class A Preferred Stock will be reclassified as, and converted into, 8.478683 shares of New Common Stock, with all shares of New Common Stock so issued to each holder of Class A Preferred Stock to be aggregated and with any fractional share remaining after such aggregation to be cancelled in exchange for the right to receive the Fractional Share Amount, and (b) each share of Class B Preferred Stock then outstanding will be reclassified as, and converted into, 1.416566 shares of New Common Stock, with all shares of New Common Stock so issued to each holder of Class B Preferred Stock to be

aggregated and with any fractional share remaining after such aggregation to be cancelled in exchange for the right to receive the Fractional Share Amount, and (c) all matters set forth in the previously filed Certificates of Designation, Preferences and Relative, Participating, Optional and Other Special Rights, and Qualifications, Limitations and Restrictions with respect to the Class A Preferred Stock and the Class B Preferred Stock will be eliminated from the Certificate of Incorporation, as amended. All certificates representing shares of Common Stock, Class A Preferred Stock, and Class B Preferred Stock outstanding immediately prior to the filing of the Certificate of Amendment shall, until surrendered for exchange, represent the number of whole shares of New Common Stock as provided above.”

     4. This Certificate of Amendment of the Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 228 and 242 of the DGCL.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be signed pursuant to Section 103(a)(2) of the DGCL by the undersigned duly authorized officer of the Corporation as of the date first set forth above.

/s/ David M. Sindelar  

David M. Sindelar 

Chief Executive Officer 

Signature Page to
Certificate of Amendment
of
Certificate of Incorporation
of
Viasystems Group, Inc.

EX-3.2

Exhibit 3.2

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VIASYSTEMS GROUP, INC.

     The undersigned duly authorized officer of Viasystems Group, Inc., a Delaware corporation, hereby certifies the following:

     1. The name of the corporation is Viasystems Group, Inc. (the “Corporation”). The name under which the Corporation originally was incorporated was Circo Craft Holding Company, and the date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was August 28, 1996.

     2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), this Third Amended and Restated Certificate of Incorporation (the “Third Amended and Restated Certificate of Incorporation”) restates and integrates and further amends the provisions of the Certificate of Incorporation of this Corporation.

     3. The Certificate of Incorporation, as amended and restated hereby (the “Certificate of Incorporation”), shall upon its filing with the Secretary of State of the State of Delaware, read in its entirety as follows:

     FIRST: The name of the Corporation is Viasystems Group, Inc.

     SECOND: The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

     THIRD: The purpose for which the Corporation is organized is to engage in any and all lawful acts and activity for which corporations may be organized under the DGCL. The Corporation will have perpetual existence.

     FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 125,000,000 shares consisting of (a) 25,000,000 shares of a class designated as preferred stock, par value $.01 per share (the “Preferred Stock”) and (b) 100,000,000 shares of a class designated common stock, par value $.01 per share (the “Common Stock”).

     The designations and the powers, preferences, rights, qualifications, limitations, and restrictions of the Preferred Stock and the Common Stock are as follows:

     A. Provisions Relating to the Preferred Stock.

     1. The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences, rights, qualifications, limitations, and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issuance of such class or series adopted by the board of directors of the Corporation (the “Board”) as hereafter prescribed.

     2. Authority is hereby expressly granted to and vested in the Board to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of the Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

     (a) whether or not the class or series is to have voting rights, full, special, or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

     (b) the number of shares to constitute the class or series and the designations thereof;

     (c) the preferences, and relative, participating, optional, or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series;

     (d) whether or not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities, or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

     (e) whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

     (f) the dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

2

     (g) the preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

     (h) whether or not the shares of any class or series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock, securities, or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

     (i) such other special rights and protective provisions with respect to any class or series as may to the Board seem advisable.

     3. The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The Board may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution subtracting from such class or series authorized and unissued shares of the Preferred Stock designated for such existing class or series, and the shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred Stock; provided, however, the Board may not decrease the number of shares of any existing class or series of the Preferred Stock to a number less than the number of shares of such any existing class or series that are then issued and outstanding.

     B. Provisions Relating to the Common Stock.

     1. Voting. Each share of Common Stock of the Corporation shall have identical rights and privileges in every respect. The holders of shares of Common Stock shall be entitled to vote upon all matters submitted to a vote of the stockholders of the Corporation and shall be entitled to one vote for each share of Common Stock held.

     2. Dividends. Subject to the prior rights and preferences, if any, applicable to shares of the Preferred Stock or any series thereof, the holders of shares of the Common Stock shall be entitled to receive such dividends (payable in cash, stock, or otherwise) as may be declared thereon by the Board any time and from time to time out of any funds of the Corporation legally available therefor.

     3. Liquidation. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the Preferred Stock or any class or series thereof, subject to the rights of the holders of shares of the Preferred Stock

3

or any class or series thereof to participate, the holders of shares of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them. A liquidation, dissolution, or winding-up of the Corporation, as such terms are used in this Paragraph 3, shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange, or conveyance of all or a part of the assets of the Corporation.

     C. General.

     1. Subject to the foregoing provisions of the Certificate of Incorporation, the Corporation may issue shares of its Preferred Stock and Common Stock from time to time for such consideration (not less than the par value thereof) as may be fixed by the Board, which is expressly authorized to fix the same in its absolute and uncontrolled discretion subject to the foregoing conditions. Shares so issued for which the consideration shall have been paid or delivered to the Corporation shall be deemed fully paid stock and shall not be liable to any further call or assessment thereon, and the holders of such shares shall not be liable for any further payments in respect of such shares.

     2. The Corporation shall have authority to create and issue rights and options entitling their holders to purchase shares of the Corporation’s capital stock of any class or series or other securities of the Corporation, and such rights and options shall be evidenced by instrument(s) approved by the Board. The Board shall be empowered to set the exercise price, duration, times for exercise, and other terms of such options or rights; provided, however, that the consideration to be received for any shares of capital stock subject thereto shall not be less than the par value thereof.

     FIFTH: The number of directors constituting the entire Board shall be fixed by, or in the manner provided in, the bylaws of the Corporation.

     SIXTH: Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, as long as VG Holdings, LLC and its affiliates (collectively, “Holdings”) collectively beneficially own, directly or indirectly, fifty percent (50%) or more of the outstanding shares of capital stock of the Corporation, any action required or permitted to be taken by the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the holders of all shares of capital stock of the Corporation authorized by law or by the Certificate of Incorporation to vote on such action were present and voted, and such writing or writings are filed with the permanent records of the Corporation. If Holdings collectively beneficially own, directly or indirectly, less than fifty percent (50%) of the outstanding shares of capital stock of the Corporation, then no action may be authorized by the stockholders without a meeting except for action taken with the unanimous consent of all holders of capital stock of the Corporation

4

authorized by law or by the Certificate of Incorporation to vote on such action, and such writing or writings are filed with the permanent records of the Corporation.

     SEVENTH: Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, special meetings of stockholders for the transaction of such business as may properly come before the meeting may only be called by order of the Chairman of the Board, the Board (pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies) or the President of the Corporation, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. If Holdings collectively beneficially own, directly or indirectly, thirty-five percent (35%) or more of the outstanding shares of capital stock of the Corporation, then a special meeting shall be called by the Board upon written request to the Secretary of the Corporation of one or more record holders of shares of capital stock of the Corporation representing in the aggregate not less than thirty-five percent (35%) of the total number of shares of capital stock of the Corporation entitled to vote on the matter or matters to be brought before the proposed special meeting. If such order fails to fix such place, the meeting shall be held at the principal executive offices of the Corporation.

     EIGHTH: The directors of the Corporation need not be elected by written ballot.

     NINTH: The directors of the Corporation shall have the power to adopt, amend, and repeal the bylaws of the Corporation.

     TENTH: No contract or transaction between the Corporation and one or more of its directors, officers, or stockholders or between the Corporation and any person (as used herein “person” means other corporation, partnership, association, firm, trust, joint venture, political subdivision, or instrumentality) or other organization in which one or more of its directors, officers, or stockholders are directors, officers, or stockholders, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee which authorizes the contract or transaction, or solely because his, her, or their votes are counted for such purpose, if: (i) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified by the Board, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

     ELEVENTH: The Corporation shall indemnify any person who was, is, or is threatened to be made a party to a proceeding (as hereinafter defined) by reason of the fact that he or she (i) is or was a director or officer of the Corporation or (ii) while a director or officer of the

5

Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director or officer who is elected and accepts the position of director or officer of the Corporation or elects to continue to serve as a director or officer of the Corporation while this Article Eleventh is in effect. Any repeal or amendment of this Article Eleventh or adoption of any provision of the Certificate of Incorporation inconsistent with this Article Eleventh shall be prospective only and shall not limit the rights of any such director or officer or the obligations of the Corporation with respect to any claim arising from or related to the services of such director or officer in any of the foregoing capacities prior to any such repeal or amendment to this Article Eleventh or adoption of such provision of the Certificate of Incorporation. Such right shall include the right to be paid by the Corporation expenses incurred in investigating or defending any such proceeding in advance of its final disposition to the maximum extent permitted under the DGCL, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall also be entitled to be paid the expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense are not permitted under the DGCL or other applicable law, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board or any committee thereof, independent legal counsel, or stockholders) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its Board or any committee thereof, independent legal counsel, or stockholders) that such indemnification or advancement is not permissible shall be a defense to the action or create a presumption that such indemnification or advancement is not permissible. In the event of the death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of stockholders or directors, agreement, or otherwise.

     The Corporation may additionally indemnify any employee or agent of the Corporation and such other persons as may be permitted under the DGCL to the fullest extent permitted by law.

     As used herein, the term “proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

     TWELFTH: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,

6

except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or amendment of this Article Twelfth or of relevant portions of the DGCL or any applicable law or adoption of any provision of the Certificate of Incorporation inconsistent with this Article Twelfth shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation arising from an act or omission occurring prior to the time of such repeal, amendment or adoption. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Article Twelfth, a director shall not be liable to the Corporation or its stockholders to the fullest extent as permitted by any law existing on the date hereof or hereafter enacted, including without limitation any subsequent amendment to the DGCL.

* * * * *

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

7

     IN WITNESS WHEREOF, the Corporation has caused this Third Amended and Restated Certificate of Incorporation to be signed pursuant to Section 103(a)(2) of the DGCL by the undersigned duly authorized officer of the Corporation as of February 12, 2010.

/s/ David M. Sindelar  

David M. Sindelar 

Chief Executive Officer 

Signature Page to
Third Amended and Restated Certificate of Incorporation of Viasystems Group, Inc.

EX-3.3

Exhibit 3.3

SECOND AMENDED AND RESTATED

BYLAWS

OF

VIASYSTEMS GROUP, INC.

A Delaware Corporation

TABLE OF CONTENTS

Article I	OFFICES	1
1.1	Registered Office and Agent	1
1.2	Other Offices	1
Article II	MEETINGS OF STOCKHOLDERS	1
2.1	Annual Meeting	1
2.2	Special Meeting	1
2.3	Notice of Stockholder Nominations and Business	2
2.4	Place of Meetings	6
2.5	Notice of Meeting	6
2.6	Voting List	7
2.7	Quorum	7
2.8	Required Vote; Withdrawal of Quorum	7
2.9	Method of Voting; Proxies	7
2.10	Record Date	8
2.11	Conduct of Meeting	9
Article III	DIRECTORS	9
3.1	Management	9
3.2	Number; Qualification; Election; Term	9
3.3	Change in Number	9
3.4	Removal	9
3.5	Vacancies	9
3.6	Meetings of Directors	10
3.7	First Meeting	10
3.8	Regular Meetings	10
3.9	Special Meetings	10
3.10	Notice	10
3.11	Quorum; Majority Vote	10
3.12	Procedure	10
3.13	Compensation	11
Article IV	COMMITTEES	11
4.1	Designation	11
4.2	Number; Qualification; Term	11
4.3	Authority	11

i

TABLE OF CONTENTS

4.4	Committee Changes	11
4.5	Alternate Members of Committees	11
4.6	Regular Meetings	11
4.7	Special Meetings	11
4.8	Quorum; Majority Vote	12
4.9	Minutes	12
4.10	Compensation	12
4.11	Responsibility	12
Article V	NOTICE	12
5.1	Method	12
5.2	Waiver	12
Article VI	OFFICERS	13
6.1	Number, Titles, Term of Office	13
6.2	Removal	13
6.3	Vacancies	13
6.4	Authority	13
6.5	Compensation	13
6.6	Chairman of the Board	13
6.7	President	13
6.8	Vice Presidents	14
6.9	Treasurer	14
6.10	Assistant Treasurers	14
6.11	Secretary	14
6.12	Assistant Secretaries	14
Article VII	CERTIFICATES AND STOCKHOLDERS	14
7.1	Certificates for Shares	14
7.2	Replacement of Lost or Destroyed Certificates	15
7.3	Transfer of Shares	15
7.4	Registered Stockholders	15
7.5	Regulations	15
7.6	Legends	15
Article VIII	INDEMNIFICATION AND LIMITATION ON LIABILITY	16
8.1	Indemnification of Directors, Officers and Others	16

ii

TABLE OF CONTENTS

8.2	Continuing Right	16
8.3	Limitation on Liability	16
8.4	Insurance	17
8.5	Subrogation	17
8.6	Enforceability of Right to Indemnification	17
8.7	Amendment or Repeal	17
Article IX	MISCELLANEOUS PROVISIONS	17
9.1	Dividends	17
9.2	Reserves	17
9.3	Ratification	18
9.4	Books and Records	18
9.5	Fiscal Year	18
9.6	Seal	18
9.7	Bank Accounts and Drafts	18
9.8	Contracts	18
9.9	Proxies; Powers of Attorney; Other Instruments	18
9.10	Financial Reports	19
9.11	Resignations	19
9.12	Securities of Other Corporations	19
9.13	Telephone Meetings	19
9.14	Action Without a Meeting	19
9.15	Invalid Provisions	20
9.16	Mortgages, Etc.	20
9.17	Headings	20
9.18	References	20
9.19	Amendments	20
9.20	Stockholder Agreement	20

iii

SECOND AMENDED AND RESTATED BYLAWS

OF

VIASYSTEMS GROUP, INC.

A Delaware Corporation

PREAMBLE

     These bylaws of Viasystems Group, Inc., a Delaware corporation (the “Corporation”), have been amended and restated as of February 11, 2010. These bylaws are subject to, and governed by, the General Corporation Law of the State of Delaware (the “DGCL”) and the Corporation’s certificate of incorporation. In the event of a direct conflict between the provisions of these bylaws and the mandatory provisions of the DGCL or the provisions of the certificate of incorporation of the Corporation, such provisions of the DGCL or the certificate of incorporation of the Corporation, as the case may be, will be controlling.

ARTICLE I
OFFICES

     1.1 Registered Office and Agent. The registered office and registered agent of the Corporation shall be as designated from time to time by the appropriate filing by the Corporation in the office of the Secretary of State of the State of Delaware.

     1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board”) may from time to time determine or as the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

     2.1 Annual Meeting. An annual meeting of stockholders of the Corporation shall be held each calendar year on such date and at such time as shall be designated from time to time by the Board and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting. At such meeting, the stockholders shall elect directors and transact such other business as may properly be brought before the meeting, subject to the limitations set forth in Section 2.3(a).

     2.2 Special Meeting. A special meeting of the stockholders may be called only by the Chairman of the Board, the Board (pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies) or the President of the Corporation. If VG Holdings, LLC and its affiliates (collectively, “Holdings”) collectively beneficially own, directly or indirectly, thirty-five percent (35%) or more of the outstanding shares of capital stock of the Corporation, then a special meeting shall be called by the Board upon written request to the Secretary of the Corporation of one or more record holders of shares of capital stock of the Corporation representing in the aggregate not less than thirty-five percent

(35%) of the total number of shares of capital stock of the Corporation entitled to vote on the matter or matters to be brought before the proposed special meeting. A stockholder request for a special meeting shall be signed by each stockholder, or duly authorized agent of such stockholder, requesting the special meeting and shall set forth a brief description of each matter of business desired to be brought before the special meeting and the reasons for conducting such business at the special meeting and the information required in Sections 2.3(a)(3) of this Article II. A special meeting shall be held on such date and at such time as shall be designated by the person(s) calling the meeting and stated in the notice of the meeting or in a duly executed waiver of notice of such meeting; provided, however, that the date of any such special meeting shall be not more than one hundred twenty (120) days after the request to call the special meeting by one or more stockholders who satisfy the requirements of this Section 2.2 is received by the Secretary of the Corporation. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law, or (ii) the Board has called or calls for an annual meeting of stockholders to be held within one hundred twenty (120) days after the Secretary of the Corporation receives the request for the special meeting and the Board determines in good faith that the business of such annual meeting includes (among any other matters properly brought before the annual meeting) the business specified in the stockholders’ request. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting or in a duly executed waiver of notice of such meeting.

     2.3 Notice of Stockholder Nominations and Business

          (a) Annual Meetings.

               (1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board, or (C) by any stockholder of the Corporation who (i) was a stockholder of record of the Corporation at the time the notice provided for in this Section 2.3 is delivered to the Secretary of the Corporation and at the time of the annual meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in this Section 2.3 as to such business or nomination. Clause (C) of the preceding sentence shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and included in the Corporation’s notice of meeting) before an annual meeting of stockholders.

               (2) Without qualification or limitation, for any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to clause (C) of paragraph (a)(1) of this Section 2.3, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business, other than the nominations of persons for election to the Board, must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day nor later than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in

2

the event that no annual meeting was held in the previous year or that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting or (y) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

               (3) To be in proper form, a stockholder’s notice delivered pursuant to this Section 2.3 shall set forth: (A) as to each person, if any, whom the stockholder proposes to nominate for election or reelection as a director (i) all information relating to such person that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in contested election, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected and (iii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three (3) years, and any other material relationships, between or among such stockholder and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; (B) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the Corporation, the language of the proposed amendment), (iii) the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made, and a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder; and (C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (a) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (b) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of capital stock of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of

3

capital stock of the Corporation or otherwise (a “Derivative Instrument”) directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Company, (d) any short interest in any security of the Company (for purposes of this bylaw a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (e) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (f) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (g) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, any such interests held by members of such stockholder’s immediate family sharing the same household, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (iv) a representation that the stockholder is a holder of record of capital stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (v) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee or (b) otherwise to solicit proxies from stockholders in support of such proposal or nomination, and (vi) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation (including eligibility to be an independent director) or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee. Notwithstanding the foregoing, the information required by clauses (C)(ii) and (C)(iii) of this Section 2.3(a) shall be updated by such stockholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose such information as of the record date.

               (4) Notwithstanding anything in the second sentence of Section 2.3(a)(2) to the contrary, in the event that the number of directors to be elected to the Board of the Corporation at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for additional directorships or specifying the size of the increased Board at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Article II shall also be

4

considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.

          (b) Special Meetings. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) by or at the direction of the Board, or (2) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record of the Corporation at the time the notice provided for in this Section 2.3(b) is delivered to the Secretary of the Corporation and at the time of the special meeting, (B) is entitled to vote at the meeting and upon such election, and (C) complies with the notice procedures set forth in this Section 2.3(b) as to such nomination. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.3(a)(3) of this Article II with respect to any nomination shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than one hundred (100) days prior to the date of such special meeting, the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

          (c) General.

               (1) Only such persons who are nominated in accordance with the procedures set forth in this Article II shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Article II. Except as otherwise provided by law, the certificate of incorporation of the Corporation or these bylaws, the person presiding at the meeting of stockholders shall have the power and duty (A) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Article II (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by Section 2.3(a)(3)(C)(v)) and (B) if any proposed nomination or other business was not made or proposed in compliance with this Article II, to declare that such nomination shall be disregarded or that such proposed other business shall not be transacted. Notwithstanding the foregoing provisions of this Article II, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of

5

stockholders of the Corporation to present a nomination or other business, such nomination shall be disregarded and such proposed other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.3(c), to be considered a “qualified representative of the stockholder,” a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

               (2) For purposes of this Article II, “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

               (3) Notwithstanding the foregoing provisions of this Article II, a stockholder shall also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Article II; provided however, that any references in these bylaws to the Exchange Act are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Article II (including Section 2.3(a)(1)(C) and Section 2.3(b)), and compliance with Section 2.3(a)(1)(C) and Section 2.3(b) shall be the exclusive means for a stockholder to make nominations or submit other business, as applicable (other than matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Article II shall be deemed to affect any rights (A) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act or (B) of the holders of any class or series of preferred stock to elect directors pursuant to any applicable provisions of the certificate of incorporation of the Corporation.

     2.4 Place of Meetings. An annual meeting of stockholders may be held at any place within or without the State of Delaware designated by the Board. A special meeting of stockholders may be held at any place within or without the State of Delaware designated in the notice of the meeting or a duly executed waiver of notice of such meeting. Meetings of stockholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.

     2.5 Notice of Meeting. Written or printed notice stating the place, day, and time of each meeting of the stockholders and, in case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person(s) calling the meeting, to each stockholder of record entitled to vote at such meeting. If such notice is to be sent by mail, it shall be directed to such stockholder at his address as it appears on the records of the Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices to him be mailed to some other address, in which case it shall be directed to him at such other address. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy and shall not, at the beginning of such meeting, object to the transaction of

6

any business because the meeting is not lawfully called or convened, or who shall, either before or after the meeting, submit a signed waiver of notice, in person or by proxy.

     2.6 Voting List. At least ten days before each meeting of stockholders, the Secretary or other officer of the Corporation who has charge of the Corporation’s stock ledger, either directly or through another officer appointed by him or through a transfer agent appointed by the Board, shall prepare a complete list of stockholders entitled to vote thereat, arranged in alphabetical order and showing the address of each stockholder and number of shares registered in the name of each stockholder. For a period of ten days prior to such meeting, such list shall be (a) made available on a reasonably accessible electronic network, access to which shall be specified in the notice of meeting or a duly executed waiver of notice of such meeting or (b) kept on file at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting or a duly executed waiver of notice of such meeting or, if not so specified, at the principal place of business of the Corporation and shall be open to examination by any stockholder during ordinary business hours. Such list shall be produced at such meeting and kept at the meeting at all times during such meeting and may be inspected by any stockholder who is present.

     2.7 Quorum. The holders of a majority of the outstanding shares entitled to vote on a matter, present in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by law, the certificate of incorporation of the Corporation, or these bylaws. If a quorum shall not be present, in person or by proxy, at any meeting of stockholders, the stockholders entitled to vote thereat who are present, in person or by proxy, or, if no stockholder entitled to vote is present, any officer of the Corporation may adjourn the meeting from time to time, without notice other than announcement at the meeting (unless the Board, after such adjournment, fixes a new record date for the adjourned meeting), until a quorum shall be present, in person or by proxy. At any adjourned meeting at which a quorum shall be present, in person or by proxy, any business may be transacted which may have been transacted at the original meeting had a quorum been present; provided that, if the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting.

     2.8 Required Vote; Withdrawal of Quorum. When a quorum is present at any meeting, the vote of the holders of at least a majority (or in the case of the election of directors, a plurality) of the outstanding shares entitled to vote who are present, in person or by proxy, shall decide any question brought before such meeting, unless the question is one on which, by express provision of statute, the certificate of incorporation of the Corporation, or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

     2.9 Method of Voting; Proxies. Except as otherwise provided in the certificate of incorporation of the Corporation (including in any certificate of designation) or by law, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. Elections of directors need not be by written ballot. At any

7

meeting of stockholders, every stockholder having the right to vote may vote either in person or by a proxy executed in writing by the stockholder or by his duly authorized attorney-in-fact. Each such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after three years from the date of its execution, unless otherwise provided in the proxy. If no date is stated in a proxy, such proxy shall be presumed to have been executed on the date of the meeting at which it is to be voted. Each proxy shall be revocable unless expressly provided therein to be irrevocable and coupled with an interest sufficient in law to support an irrevocable power or unless otherwise made irrevocable by law.

     2.10 Record Date.

          (a) For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, for any such determination of stockholders, such date in any case to be not more than 60 days and not less than ten days prior to such meeting nor more than 60 days prior to any other action. If no record date is fixed:

               (1) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

               (2) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

               (3) A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

          (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by law or these bylaws, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office in the State of Delaware, principal place of business, or such officer or agent shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is

8

required by law or these bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

     2.11 Conduct of Meeting. The Chairman of the Board, if such office has been filled, or, if not or if the Chairman of the Board is absent or otherwise unable to act, such other person designated by the Board shall preside at all meetings of stockholders. The Secretary shall keep the records of each meeting of stockholders. In the absence or inability to act of any such officer, such officer’s duties shall be performed by the officer given the authority to act for such absent or non-acting officer under these bylaws or by some person appointed by the meeting.

ARTICLE III
DIRECTORS

     3.1 Management. The business and property of the Corporation shall be managed by the Board. Subject to the restrictions imposed by law, the certificate of incorporation of the Corporation, or these bylaws, the Board may exercise all the powers of the Corporation.

     3.2 Number; Qualification; Election; Term. Except as otherwise set forth in the certificate of incorporation of the Corporation, the number of directors constituting the entire Board shall be fixed from time to time exclusively by resolution adopted by the Board and shall consist of no less than one member. Except as otherwise required by law, the certificate of incorporation of the Corporation, or these bylaws, the directors shall be elected at an annual meeting of stockholders at which a quorum is present. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy and entitled to vote on the election of directors. Each director shall serve until such director’s successor is duly elected and qualified or until such director’s death, resignation or removal. None of the directors need be a stockholder of the Corporation or a resident of Delaware. Each director must have reached the age of majority.

     3.3 Change in Number. No decrease in the number of directors constituting the entire Board shall have the effect of shortening the term of any incumbent director.

     3.4 Removal. Except as otherwise provided in the certificate of incorporation of the Corporation or these bylaws, at any meeting of stockholders called expressly for that purpose, at which there is a proper quorum and where notice has been provided in accordance with Article II hereof, any director or the entire Board may be removed with or without cause by a vote of the holders of a majority of the shares then entitled to vote on the election of directors. Upon such removal of a director, the stockholders (and not the remaining directors) shall elect a director to replace such removed director at the same stockholders meeting at which such removal took place or at a subsequent stockholder meeting.

     3.5 Vacancies. Except as set forth in Section 3.4, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by the sole remaining director, and each director so chosen shall hold office until the first annual meeting of stockholders held after his election and until his successor is elected and qualified or, if earlier,

9

until his death, resignation or removal from office. If there are no directors in office, an election of directors may be held in the manner provided by statute. Except as otherwise provided in these bylaws, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in these bylaws with respect to the filling of other vacancies.

     3.6 Meetings of Directors. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by statute, in such place or places within or without the State of Delaware as the Board may from time to time determine or as shall be specified in the notice of such meeting or duly executed waiver of notice of such meeting.

     3.7 First Meeting. Each newly elected Board may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of stockholders, and no notice of such meeting shall be necessary.

     3.8 Regular Meetings. Regular meetings of the Board shall be held at such times and places as shall be designated from time to time by resolution of the Board. Notice of such regular meetings shall not be required.

     3.9 Special Meetings. Special meetings of the Board shall be held whenever called by the Chairman of the Board, the President, or any director.

     3.10 Notice. The Secretary shall give notice of each special meeting to each director at least 24 hours before the meeting. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

     3.11 Quorum; Majority Vote. At all meetings of the Board, a majority of the directors fixed in the manner provided in these bylaws shall constitute a quorum for the transaction of business. If at any meeting of the Board there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice. Unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws, the act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the Board.

     3.12 Procedure. At meetings of the Board, business shall be transacted in such order as from time to time the Board may determine. The Chairman of the Board, if such office has been filled, or, if not or if the Chairman of the Board is absent or otherwise unable to act, such other person designated by the Board shall preside at all meetings of the Board. In the absence or inability to act of either such officer, a chairman shall be chosen by the Board from among the directors present. The Secretary of the Corporation shall act as the secretary of each meeting of

10

the Board unless the Board appoints another person to act as secretary of the meeting. The Board shall keep regular minutes of its proceedings which shall be placed in the minute book of the Corporation.

     3.13 Compensation. The Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, paid to directors for attendance at regular or special meetings of the Board or any committee thereof; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.

ARTICLE IV
COMMITTEES

     4.1 Designation. The Board may, by resolution adopted by a majority of the entire Board, designate one or more committees.

     4.2 Number; Qualification; Term. Each committee shall consist of one or more directors appointed by resolution adopted by a majority of the entire Board. The number of committee members may be increased or decreased from time to time by resolution adopted by a majority of the entire Board. Each committee member shall serve as such until the earliest of (i) the expiration of his term as director, (ii) his resignation as a committee member or as a director, or (iii) his removal as a committee member or as a director.

     4.3 Authority. Each committee, to the extent expressly provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board in the management of the business and property of the Corporation except to the extent expressly restricted by law, the certificate of incorporation of the Corporation, or these bylaws.

     4.4 Committee Changes. The Board shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.

     4.5 Alternate Members of Committees. The Board may designate one or more directors as alternate members of any committee. Any such alternate member may replace any absent or disqualified member at any meeting of the committee. If no alternate committee members have been so appointed to a committee or each such alternate committee member is absent or disqualified, the member or members of such committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

     4.6 Regular Meetings. Regular meetings of any committee may be held without notice at such time and place as may be designated from time to time by the committee and communicated to all members thereof.

     4.7 Special Meetings. Special meetings of any committee may be held whenever called by any committee member. The committee member calling any special meeting shall cause notice of such special meeting, including therein the time and place of such special meeting, to be given to each committee member at least two days before such special meeting.

11

Neither the business to be transacted at, nor the purpose of, any special meeting of any committee need be specified in the notice or waiver of notice of any special meeting.

     4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the number of members designated by the Board shall constitute a quorum for the transaction of business. If a quorum is not present at a meeting of any committee, a majority of the members present may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum is present. The act of a majority of the members present at any meeting at which a quorum is in attendance shall be the act of a committee, unless the act of a greater number is required by law, the certificate of incorporation of the Corporation, or these bylaws.

     4.9 Minutes. Each committee shall cause minutes of its proceedings to be prepared and shall report the same to the Board upon the request of the Board. The minutes of the proceedings of each committee shall be delivered to the Secretary of the Corporation for placement in the minute books of the Corporation.

     4.10 Compensation. Committee members may, by resolution of the Board, be allowed a fixed sum and expenses of attendance, if any, for attending any committee meetings or a stated salary.

     4.11 Responsibility. The designation of any committee and the delegation of authority to it shall not operate to relieve the Board or any director of any responsibility imposed upon it or such director by law.

ARTICLE V
NOTICE

     5.1 Method. Whenever by statute, the certificate of incorporation of the Corporation, or these bylaws, notice is required to be given to any committee member, director, or stockholder and no provision is made as to how such notice shall be given, personal notice shall not be required and any such notice may be given (a) in writing, by mail, postage prepaid, addressed to such committee member, director, or stockholder at his address as it appears on the books or (in the case of a stockholder) the stock transfer records of the Corporation, or (b) by any other method permitted by law (including but not limited to overnight courier service, telegram, or facsimile or other form of electronic transmission, provided such other form of electronic transmission creates a record that may be retained, retrieved, and reviewed by the recipient thereof, may be directly reproduced in paper form by such recipient, and such recipient has consented to the delivery of notice by such method). All notices shall be deemed to be delivered and given at the time when the same is deposited in the United States mail, delivered to the overnight courier service or telegram service, or transmitted by facsimile or other form of electronic transmission, as applicable, and in each case with any and all charges prepaid and addressed as aforesaid.

     5.2 Waiver. Whenever any notice is required to be given to any stockholder, director, or committee member of the Corporation by statute, the certificate of incorporation of the Corporation, or these bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of

12

such notice. Attendance of a stockholder, director, or committee member at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VI
OFFICERS

     6.1 Number, Titles, Term of Office. The officers of the Corporation shall be a President, a Secretary, and such other officers as the Board may from time to time elect or appoint, including a Chairman of the Board, one or more Vice Presidents (with each Vice President to have such descriptive title, if any, as the Board shall determine), and a Treasurer. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. Any two or more offices may be held by the same person. None of the officers need be a stockholder or a director of the Corporation or a resident of the State of Delaware.

     6.2 Removal. Any officer or agent elected or appointed by the Board may be removed, either with or without cause, at any time by the Board.

     6.3 Vacancies. Any vacancy occurring in any office of the Corporation (by death, resignation, removal, or otherwise) may be filled by the Board.

     6.4 Authority. Officers shall have such authority and perform such duties in the management of the Corporation as are provided in these bylaws or as may be determined by resolution of the Board not inconsistent with these bylaws.

     6.5 Compensation. The compensation, if any, of officers and agents shall be fixed from time to time by the Board; provided, however, that the Board may delegate the power to determine the compensation of any officer and agent (other than the officer to whom such power is delegated) to the Chairman of the Board or the President.

     6.6 Chairman of the Board. The Chairman of the Board, if elected by the Board, shall have such powers and duties as may be prescribed by the Board. Such officer shall preside at all meetings of the stockholders and of the Board. Such officer may sign all certificates for shares of stock of the Corporation.

     6.7 President. The President may be the chief executive officer of the Corporation, if so designated by the Board, and, subject to the Board, he shall have general charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. If the Board has not elected a Chairman of the Board or in the absence or inability to act of the Chairman of the Board, the President shall exercise all of the powers and discharge all of the duties of the Chairman of the Board. As between the Corporation and third parties, any action taken by the President in the performance of the duties of the Chairman of the Board shall be conclusive evidence that there is no Chairman of the Board or that the Chairman of the Board is absent or unable to act.

13

     6.8 Vice Presidents. Each Vice President shall have such powers and duties as may be assigned to him by the Board, the Chairman of the Board, or the President, and (in order of their seniority as determined by the Board or, in the absence of such determination, as determined by the length of time they have held the office of Vice President) shall exercise the powers of the President during that officer’s absence or inability to act. As between the Corporation and third parties, any action taken by a Vice President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken.

     6.9 Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities, shall keep full and accurate account of receipts and disbursements, shall deposit all monies and valuable effects in the name and to the credit of the Corporation in such depository or depositories as may be designated by the Board, and shall perform such other duties as may be prescribed by the Board, the Chairman of the Board, or the President.

     6.10 Assistant Treasurers. Each Assistant Treasurer shall have such powers and duties as may be assigned to him by the Board, the Chairman of the Board, or the President. The Assistant Treasurers (in the order of their seniority as determined by the Board or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Treasurer) shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

     6.11 Secretary. Except as otherwise provided in these bylaws, the Secretary shall keep the minutes of all meetings of the Board and of the stockholders in books provided for that purpose, and he shall attend to the giving and service of all notices. He may sign with the Chairman of the Board or the President, in the name of the Corporation, all contracts of the Corporation and affix the seal of the Corporation thereto. He may sign with the Chairman of the Board or the President all certificates for shares of stock of the Corporation, and he shall have charge of the certificate books, transfer books, and stock papers as the Board may direct, all of which shall at all reasonable times be open to inspection by any director upon application at the office of the Corporation during business hours. He shall in general perform all duties incident to the office of the Secretary, subject to the control of the Board, the Chairman of the Board, and the President.

     6.12 Assistant Secretaries. Each Assistant Secretary shall have such powers and duties as may be assigned to him by the Board, the Chairman of the Board, or the President. The Assistant Secretaries (in the order of their seniority as determined by the Board or, in the absence of such a determination, as determined by the length of time they have held the office of Assistant Secretary) shall exercise the powers of the Secretary during that officer’s absence or inability to act.

ARTICLE VII
CERTIFICATES AND STOCKHOLDERS

     7.1 Certificates for Shares. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall

14

not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the Board. The certificates shall be signed by the Chairman of the Board or the President or a Vice President and also by the Secretary or an Assistant Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures on the certificate may be a facsimile and may be sealed with the seal of the Corporation or a facsimile thereof. If any officer, transfer agent, or registrar who has signed, or whose facsimile signature has been placed upon, a certificate has ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and the number of shares.

     7.2 Replacement of Lost or Destroyed Certificates. The Board may direct a new certificate or certificates to be issued in place of a certificate or certificates theretofore issued by the Corporation and alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates representing shares to be lost or destroyed. When authorizing such issue of a new certificate or certificates the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond with a surety or sureties satisfactory to the Corporation in such sum as it may direct as indemnity against any claim, or expense resulting from a claim, that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed.

     7.3 Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

     7.4 Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

     7.5 Regulations. The Board shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer, and registration or the replacement of certificates for shares of stock of the Corporation.

     7.6 Legends. The Board shall have the power and authority to provide that certificates representing shares of stock bear such legends as the Board deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

15

ARTICLE VIII
INDEMNIFICATION AND LIMITATION ON LIABILITY

     8.1 Indemnification of Directors, Officers and Others.

          (a) The Corporation shall indemnify any person who was, is, or is threatened to be made a party to a Proceeding (as defined in Section 8.1(b) below) by reason of the fact that he or she (1) is or was a director, officer, employee or agent of the Corporation or (2) while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent, partner, venturer, proprietor, trustee, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise (an “Other Entity”), against expenses (including reasonable attorneys’ fees), judgments, fines, awards and amounts paid in settlement actually or reasonably incurred by him or her in connection with such Proceeding to the fullest extent permitted under the DGCL, as the same exists or may hereafter be amended. Such right shall be a contract right and as such shall run to the benefit of any director, officer, employee or agent who is elected and accepts the position of director, officer, employee or agent of the Corporation or elects to continue to serve as a director, officer, employee or agent of the Corporation while this Section 8.1 is in effect. Such right shall include the right to be paid by the Corporation expenses incurred by the director, officer, employee or agent, as the case may be, in investigating, defending or preparing for any such Proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article VIII to the maximum extent permitted under the DGCL, as the same exists or may hereafter be amended.

          (b) As used herein, the term “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding.

     8.2 Continuing Right. In the event of the death of any person having a right of indemnification under this Article VIII, such right shall inure to the benefit of his or her heirs, executors, administrators, and personal representatives. The rights conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, bylaw, resolution of stockholders or directors, agreement, or otherwise.

     8.3 Limitation on Liability. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (c) under Section 174 of Title 8 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Section 8.3, a director shall not be liable to the Corporation or its stockholders to the fullest extent as permitted by any law existing on the date

16

these bylaws are adopted or enacted after the date these bylaws are adopted, including without limitation any subsequent amendment to the DGCL.

     8.4 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of any Other Entity against any liability asserted against such person or incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VIII or otherwise.

     8.5 Subrogation. In the event of payment under this Article VIII, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

     8.6 Enforceability of Right to Indemnification. The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall be enforceable by any person entitled to such indemnification or advancement of expenses in any court of competent jurisdiction. The burden of proving that such indemnification or advancement of expenses is not appropriate shall be on the Corporation.

     8.7 Amendment or Repeal. Any repeal or amendment of this Article VIII or of relevant portions of the DGCL or any applicable law or adoption of any provision of these bylaws or the certificate of incorporation of the Corporation inconsistent with this Article VIII shall not affect or diminish in any way (a) any limitation on the personal liability of a director of the Corporation arising from an act or omission occurring prior the time of such repeal, amendment or adoption or (b) the rights of any director, officer, employee or agent of the Corporation to indemnification under the provisions hereof with respect to any Proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such amendment or repeal or the effective date of such adoption.

ARTICLE IX
MISCELLANEOUS PROVISIONS

     9.1 Dividends. Subject to provisions of law and the certificate of incorporation of the Corporation, dividends may be declared by the Board at any regular or special meeting and may be paid in cash, in property, or in shares of stock of the Corporation. Such declaration and payment shall be at the discretion of the Board.

     9.2 Reserves. There may be created by the Board out of funds of the Corporation legally available therefor such reserve or reserves as the directors from time to time, in their discretion, consider proper to provide for contingencies, to equalize dividends, or to repair or maintain any property of the Corporation, or for such other purpose as the Board shall consider beneficial to the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created.

17

     9.3 Ratification. Any transaction, including any transaction questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of a director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified, before or after judgment is rendered in such lawsuit, by the Board or by the stockholders, and if so ratified shall have the same force and effect as if the transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

     9.4 Books and Records. The Corporation shall keep correct and complete books and records of account, shall keep minutes of the proceedings of its stockholders and Board and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each.

     9.5 Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board; provided, that if such fiscal year is not fixed by the Board and the selection of the fiscal year is not expressly deferred by the Board, the fiscal year shall be the calendar year.

     9.6 Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board.

     9.7 Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board, the primary financial officer or any person designated by such primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as such person may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of such primary financial officer, or other person so designated by such primary financial officer.

     9.8 Contracts. The Board may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

     9.9 Proxies; Powers of Attorney; Other Instruments. The Chairman of the Board, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman of the Board, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board, from time to time, may confer like powers upon any other person.

18

     9.10 Financial Reports. The Board may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

     9.11 Resignations. Any director, committee member, or officer may resign by so stating at any meeting of the Board or by giving written notice to the Board, the Chairman of the Board, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     9.12 Securities of Other Corporations. The Chairman of the Board, the President, or any Vice President of the Corporation shall have the power and authority to transfer, endorse for transfer, vote, consent, or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute, and deliver any waiver, proxy, or consent with respect to any such securities.

     9.13 Telephone Meetings. Stockholders (acting for themselves or through a proxy), members of the Board, and members of a committee of the Board may participate in and hold a meeting of such stockholders, Board, or committee by means of a conference telephone or similar communications equipment by means of which persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

     9.14 Action Without a Meeting.

          (a) Unless otherwise provided in the certificate of incorporation of the Corporation, as long as Holdings collectively beneficially own, directly or indirectly, 50% or more of the outstanding shares of capital stock of the Corporation, any action required or permitted to be taken by the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of capital stock of the Corporation having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which the holders of all shares of capital stock of the Corporation authorized by law or by the certificate of incorporation of the Corporation to vote on such action were present and voted, and such writing or writings are filed with the permanent records of the Corporation. If Holdings collectively beneficially own, directly or indirectly, less than fifty percent (50%) of the outstanding shares of capital stock of the Corporation, then no action may be authorized by the stockholders without a meeting except for action taken with the unanimous consent of all holders of capital stock of the Corporation authorized by law or by the certificate of incorporation of the Corporation to vote on such action, and such writing or writings are filed with the permanent records of the Corporation.

          (b) Unless otherwise restricted by the certificate of incorporation of the Corporation or by these bylaws, any action required or permitted to be taken at a meeting of the

19

Board, or of any committee of the Board, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all the directors or all the committee members, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a vote of such directors or committee members, as the case may be, and may be stated as such in any certificate or document filed with the Secretary of State of the State of Delaware or in any certificate delivered to any person. Such consent or consents shall be filed with the minutes of proceedings of the board or committee, as the case may be.

     9.15 Invalid Provisions. If any part of these bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall remain valid and operative.

     9.16 Mortgages, Etc.. With respect to any deed, deed of trust, mortgage, or other instrument executed by the Corporation through its duly authorized officer or officers, the attestation to such execution by the Secretary of the Corporation shall not be necessary to constitute such deed, deed of trust, mortgage, or other instrument a valid and binding obligation against the Corporation unless the resolutions, if any, of the Board authorizing such execution expressly state that such attestation is necessary.

     9.17 Headings. The headings used in these bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in interpretation.

     9.18 References. Whenever herein the singular number is used, the same shall include the plural where appropriate, and words of any gender should include each other gender where appropriate.

     9.19 Amendments. The Board shall have power to adopt, amend or repeal these bylaws. The stockholders of the Corporation shall have the power to adopt, amend or repeal these bylaws at a duly called meeting of the stockholders; provided that notice of the proposed adoption, amendment or repeal was given in the notice of the meeting in accordance with Article II, if applicable.

     9.20 Stockholder Agreement. Notwithstanding anything else herein to the contrary and for so long as the Corporation remains a party to that certain Stockholder Agreement, dated as of February 11, 2010, among the Corporation and certain holders of its securities, as such agreement may be amended, modified, substituted or supplemented from time to time (the “Stockholder Agreement”), to the extent that the provisions of these bylaws and the Stockholder Agreement are inconsistent, the provisions of the Stockholder Agreement shall prevail, to the extent permitted under applicable law. For so long as the Corporation remains a party to the Stockholder Agreement any alteration, amendment or repeal of these bylaws, or adoption of new bylaws, shall be made, to the extent permitted under applicable law, consistently with the provisions of the Stockholder Agreement.

* * * * *

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

20

     The undersigned hereby certifies that the foregoing bylaws were amended and restated pursuant to the provisions of Sections 109 of the DGCL.

/s/ Daniel J. Weber  

Daniel J. Weber 

Secretary 

Signature Page to
Second Amended and Restated Bylaws of Viasystems Group, Inc.

EX-4.1

EX-4.2

Exhibit 4.2

MERIX CORPORATION,

VIASYSTEMS GROUP, INC.

and

U.S. BANK NATIONAL ASSOCIATION

First Supplemental Indenture

Dated as of February 16, 2010

to the

Indenture

Dated as of May 16, 2006

FIRST SUPPLEMENTAL INDENTURE

          This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of February 16, 2010, is by and among Merix Corporation, an Oregon corporation (the “Company”), Viasystems Group, Inc., a Delaware corporation (“Viasystems”), and U.S. Bank National Association, a national banking association (the “Trustee”).

RECITALS:

          WHEREAS, the Company and the Trustee have heretofore entered into that certain Indenture, dated as of May 16, 2006 (the “Indenture”), to provide for the issuance of up to $70,000,000 aggregate principal amount of the Company’s 4% Convertible Senior Subordinated Notes due 2013 (the “Securities”);

          WHEREAS, the Company, Viasystems and Maple Acquisition Corp., a direct and wholly owned subsidiary of Viasystems (“Merger Sub”), entered into an Agreement and Plan of Merger, dated as of October 6, 2009 (the “Merger Agreement”);

          WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into the Company and the Company will become a subsidiary of Viasystems (the “Merger”);

          WHEREAS, concurrently with the closing of the Merger, Viasystems will contribute the shares of Merix to Viasystems, Inc., a direct and wholly owned subsidiary of Viasystems;

          WHEREAS, Sections 7.1 and 7.2 of the Indenture permit the Company to merge with and into another person so long as certain conditions have been met;

          WHEREAS, as a result of the Merger, the Company will be a subsidiary of Viasystems and, at the effective time of the Merger, each issued and outstanding share of the Company’s common stock, no par value (the “Company Common Stock”) (other than shares to be canceled in accordance with Section 2.1(b) of the Merger Agreement), shall be converted into the right to receive 0.1119086 validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Viasystems (the “Viasystems Common Stock” and together with cash in lieu of fractional shares provided for pursuant to the Merger Agreement, the “Merger Consideration”) and, therefore, as a result, pursuant to Section 12.11 of the Indenture, the Securities will be convertible into the equivalent of the Merger Consideration in place of Company Common Stock into which the Securities are currently convertible;

          WHEREAS, the Merger constitutes a Fundamental Change within the meaning of Section 14.3(4) of the Indenture;

          WHEREAS, Section 12.11 of the Indenture provides, among other things, that in the case of any merger of the Company with or into any other person or any merger of another person with or into the Company (other than a merger that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Company Common Stock) as a result of which holders of Company Common Stock shall be entitled to receive stock, other securities, other property, assets or cash for such holders’ Company Common Stock, the Person resulting from such merger shall execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then Outstanding shall have the right thereafter, during the period such Security shall be convertible as specified in Section 12.1 of the Indenture, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such merger by a holder of the number of shares of Company Common Stock into which such Security might have been converted immediately prior to such merger, and providing for adjustments that, for events subsequent to the

2

effective date of such supplemental indenture, shall be as nearly equivalent as may be practical to the adjustments provided for in Article XII of the Indenture;

          WHEREAS, Section 8.1(4) of the Indenture provides that, without the consent of any Holders of Securities, the Company and the Trustee may enter into one or more supplemental indentures to make provision with respect to the conversion rights of Holders of Securities pursuant to Section 12.11 of the Indenture or to make provision with respect to the repurchase rights of Holders of Securities pursuant to Section 14.4 of the Indenture; and

          WHEREAS, Section 8.1(9) of the Indenture provides that, without the consent of any Holders of Securities, the Company and the Trustee may enter into one or more supplemental indentures to cure any ambiguity, to correct or supplement any provision therein that may be inconsistent with any other provision therein or that is otherwise defective, or to make any other provisions with respect to matters or questions arising under the Indenture as the Company and the Trustee may deem necessary or desirable; provided such action pursuant to such clause shall not adversely affect the interests of the Holders of Securities in any material respect; and

          WHEREAS, all things necessary to authorize the guarantee by Viasystems of the Company’s obligations under the Indenture and to make this First Supplemental Indenture when executed by the parties hereto a valid and binding supplement to the Indenture have been done and performed.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

DEFINITIONS

          Section 1.1 Definitions.

          Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. For all purposes of this First Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture and (ii) the words “herein,” “hereof” and “hereby” and other words of similar import used in this First Supplemental Indenture refer to this First Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

AMENDMENT OF INDENTURE AND
GUARANTEE OF OBLIGATIONS

          Section 2.1 Guarantee of Company Obligations.

          As a result of the Merger, Viasystems irrevocably and fully and unconditionally guarantees all of the Company’s obligations under the Securities and the Indenture, including without limitation the due and punctual payments of principal of, premium, if any, and interest (including Additional Interest, if any) on all of the Securities as applicable and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed.

3

          Section 2.2 Notices.

          Section 1.5(2) of the Indenture shall be amended to read as follows:

“the Company by the Trustee or by any Holder of Securities shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing, mailed, first-class postage prepaid, or facsimile (receipt confirmed), or delivered by hand or overnight courier, addressed to the Company (c/o Viasystems Group, Inc.) at 101 South Hanley Road, Suite 400, St. Louis, Missouri 63105, Attention: Chief Executive Officer, Facsimile: (314) 746-2251, or at any other address previously furnished in writing to the Trustee by the Company.”

          Section 2.3 Conversion of Securities into Merger Consideration; Issuance of Viasystems Common Stock.

          As of the date hereof:

          (a) in accordance with and subject to Section 12.11 of the Indenture, the Holder of an Outstanding Security shall have the right, during the period such Security shall be convertible as specified in Section 12.1 of the Indenture, to convert such Security only into the amount of Merger Consideration receivable upon the Merger by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to the Merger;

          (b) Viasystems hereby agrees that, pursuant to Section 12.7 of the Indenture, it shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of Viasystems Common Stock, for purposes of effecting the conversion of Securities, the full number of shares of Viasystems Common Stock then issuable upon conversion of all Outstanding Securities; and

          (c) pursuant to Section 12.11 of the Indenture, upon conversion of the Securities by a Holder, Viasystems will issue to such Holder shares of Viasystems Common Stock and cash in lieu of fractional shares in an amount equal to the number of shares of Viasystems Common Stock and cash in lieu of fractional shares that such Holder would have received as Merger Consideration had such Holder converted its Securities immediately prior to the Merger, in accordance with the terms and conditions of the Indenture and the Securities. The adjustments provided for in Article XII of the Indenture shall apply as nearly equivalent as may be practical to Viasystems and Viasystems Common Stock as those that apply immediately prior to the Merger to the Company and Company Common Stock, respectively;

          (d) Section 12.11 of the Indenture is hereby amended to replace all references to “the Company” appearing therein with “Parent”;

          (e) Section 1.1 of the Indenture is hereby supplemented to amend the following definition to read in its entirety as follows:

“Common Stock” means the common stock, par value $.01 per share, of the Parent. Subject to the provisions of Section 12.11, shares issuable on conversion or repurchase of Securities shall include only shares of Common Stock or shares of any class or classes of common stock resulting from any reclassification or reclassifications thereof; provided, however, that if at any time there shall be more than one such resulting class, the shares so issuable on conversion of Securities shall include shares of all such classes, and the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

4

          (f) Section 1.1 of the Indenture is hereby supplemented to add the following definition to read in its entirety as follows:

          “Parent” means Viasystems Group, Inc.

          Section 2.4 Repurchase of Securities at the Option of the Holder.

          As of the date hereof:

          (a) All references in Sections 14.3 and 14.4 to “the Company” shall be changed to references to “Parent”; provided that the references to “the Company” shall not be changed to references to “Parent” with respect to the right of a Holder, as a result of the Merger, to require the Company to repurchase, at such Holder’s option, all of such Holder’s Securities not theretofore converted or called for redemption as set forth in and subject to the provisions of Sections 14.1 and 14.2 of the Indenture.

          (b) All references in Sections 14.3 to “the Company’s” shall be changed to references to “Parent’s”; provided that the references to “the Company’s” shall not be changed to references to “Parent’s” with respect to the right of a Holder, as a result of the Merger, to require the Company to repurchase, at such Holder’s option, all of such Holder’s Securities not theretofore converted or called for redemption as set forth in and subject to the provisions of Sections 14.1 and 14.2 of the Indenture.

          (c) Section 14.1 of the Indenture is hereby amended by deleting the following clause in the first sentence thereof:

“that is 30 Business Days after the date of the Company Notice (as defined in Section 14.2)”

and replacing it with the following:

“chosen by the Company in its sole discretion that falls within the time frame required by Section 14.2(5) hereof

          (d) (i) Section 14.2(1) of the Indenture is hereby amended by revising the first sentence thereof to read as follows:

“Unless the Company shall have theretofore called for redemption all of the Outstanding Securities, at least 20 Business Days prior to the anticipated date on which a Fundamental Change will become effective or, if the Company does not have actual notice of a Fundamental Change on or before the 20th Business Day prior to the effective date of the Fundamental Change, as soon as the Company has actual notice of a Fundamental Change, the Company or, at the request in a Company Order and expense of the Company, the Trustee, shall give to all Holders of Securities, in the manner provided in Section 1.6, notice (the “Fundamental Change Company Notice”) of the occurrence of the Fundamental Change and of the repurchase right set forth herein arising as a result thereof.”

               (ii) Section 14.2(1) of the Indenture is hereby amended by revising the third sentence thereof to read as follows:

“If such notice is to be given by the Trustee, the Company shall deliver, on or before the twenty-fifth Business Day (or such shorter period as is acceptable to the Trustee) prior to the anticipated effective date of the Fundamental Change, a Company Order

5

requesting the Trustee to give such notice and setting forth all the information to be included in such notice including the information set forth below.”

          (e) Section 14.2(3) of the Indenture is hereby amended by deleting the following sentence:

“Such written notice shall be irrevocable, except that the right of the Holder to convert the Securities with respect to which the repurchase right is being exercised shall continue until the close of business on the Business Day immediately preceding the Repurchase Date.”

          (f) Section 14.2(5) of the Indenture is hereby amended to replace all references to “Fundamental Change Company Notice” appearing therein with “Company Notice.”

ARTICLE THREE

MISCELLANEOUS

          Section 3.1 Separability Clause.

          In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          Section 3.2 Modification, Amendment and Waiver.

          The provisions of this First Supplemental Indenture may not be amended, supplemented, modified or waived, unless otherwise provided in the Indenture, except by the execution of a supplemental indenture in compliance with Article VIII of the Indenture.

          Section 3.3 Ratification of Indenture; First Supplemental Indenture Part of the Indenture.

          Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this First Supplemental Indenture, then the terms and conditions of this First Supplemental Indenture shall prevail. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.

          Section 3.4 Trust Indenture Act Controls.

          If any provision of this First Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this First Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this First Supplemental Indenture modifies or excludes any provisions of the Trust Indenture Act that may be so modified or excluded, the provisions of the Trust Indenture Act shall be deemed to apply to the Indenture as so modified or to be excluded by this First Supplemental Indenture, as the case may be.

          Section 3.5 Governing Law.

          THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS

6

APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.

          Section 3.6 Trustee Makes No Representation.

          The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture. The recitals and statements contained in this First Supplemental Indenture are deemed to be those of the Company and Viasystems and not of the Trustee.

          Section 3.7 Counterparts.

          The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          Section 3.8 Effect of Headings.

          The Section headings herein are for convenience only and shall not effect the construction thereof.

          Section 3.9 Successors.

          All agreements of the parties hereto in respect of this First Supplemental Indenture shall bind their respective successors.

*****

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

7

Exhibit 4.2

          IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first written above.

MERIX CORPORATION
By:	/s/ Gerald G. Sax
	Name:	Gerald G. Sax
	Title:	Treasurer and Chief Financial Officer
VIASYSTEMS GROUP, INC.
By:	/s/ Gerald G. Sax
	Name:	Gerald G. Sax
	Title:	Senior Vice President and Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Linda A. McConkey
	Name:	Linda A. McConkey
	Title:	Vice President

Signature Page to First Supplemental Indenture

EX-10.1

Exhibit 10.1

STOCKHOLDER AGREEMENT

     THIS STOCKHOLDER AGREEMENT (this “Stockholder Agreement”) is entered into as of February 11, 2010, by and between Viasystems Group, Inc., a Delaware corporation (the “Company”), and VG Holdings, LLC, a Delaware limited liability company (the “Stockholder”).

     WHEREAS, the Stockholder owns 77.8% of the shares (the “Acquired Shares”) of Common Stock (as defined below), which were acquired by the Stockholder pursuant to the terms of the recapitalization effected in accordance with that certain Recapitalization Agreement, dated as of October 6, 2009, by and among the Company and the members of the Stockholder;

     WHEREAS, this Stockholder Agreement is being entered into contemporaneously with the consummation of the merger of Maple Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of the Company, with and into Merix Corporation (“Merix”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 6, 2009, by and among the Company, Merger Sub, and Merix (the “Merger”).

     NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

     SECTION 1.01. Definitions.

     (a) The following terms, as used herein, have the following meanings:

     “Affiliate” means with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

     “Board” means the board of directors of the Company.

     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized by law to close.

     “Common Stock” means the Company’s authorized shares of common stock, par value $0.01 per share, and any stock into which such common stock may hereafter be converted, changed or reclassified.

     “Common Stock Equivalents” means, without duplication, any rights, warrants, options, convertible securities or exchangeable securities, in each case, exercisable for or convertible or exchangeable into, directly or indirectly, Common Stock, whether at the time of issuance, upon the passage of time, or the occurrence of some future event.

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

     “Person” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “Public Float” means all outstanding shares of Common Stock other than shares of Common Stock held, as of the applicable determination date, by (i) the Stockholder and (ii) any Person holding in excess of 10% of the outstanding Common Stock, which shares were issued to such Person by the Company as consideration in connection with the Company’s acquisition of a corporation, limited liability company, partnership or other entity or organization.

     “Registrable Securities” means at any time the Common Stock owned by the Stockholder, whether owned on the date hereof or acquired hereafter; provided, however, that Registrable Securities shall not include any shares (i) the sale of which has been registered pursuant to the Securities Act and which shares have been sold pursuant to such registration or (ii) which have been sold pursuant to Rule 144 (as defined below).

     “Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities in a registered public offering, including all (i) registration and filing fees, and all fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including, without limitation, reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including, without limitation, the expenses associated with the delivery by independent certified public accountants of any comfort letters to be provided pursuant to Article 5 hereof), (vii) fees and expenses of any special experts retained by the Company in connection with such registration, (viii) reasonable fees and out-of-pocket expenses of one firm of counsel to the Stockholder selected by the Stockholder, (ix) fees and expenses in connection with any review by the National Association of Securities Dealers (the “NASD”) of the underwriting arrangements or other terms of the offering, and all

2

fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in any offering pursuant to section 3 of Schedule E to the Bylaws of the NASD, including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’, registrars’, stock custodians’ and DTC fees and expenses, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken pursuant to Article 5 hereof in connection with the registration, marketing or selling of Registrable Securities, and (xiv) fees and expenses in connection with obtaining customary ratings of Registrable Securities, including expenses relating to any presentations to rating agencies.

     “Rule 144” means Rule 144 (or any successor provisions) under the Securities Act.

     “SEC” means the United States Securities and Exchange Commission.

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

     “Subsidiary” means, with respect to the Company, any corporation, limited liability company, partnership or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power (or, in the case of a partnership, more than 50% of the general partnership interests) are, as of such date, owned by the Company or one or more Subsidiaries of the Company or by the Company and one or more of its Subsidiaries.

     “Transfer” means, with respect to any Common Stock, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Common Stock or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such Common Stock or any participation or interest therein or any agreement or commitment to do any of the foregoing.

     (b) Other Definitional and Interpretive Matters. Unless otherwise expressly provided, for purposes of this Stockholder Agreement, the following rules of interpretation shall apply:

     Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Stockholder Agreement, the date that is the reference date in calculating such period shall

3

be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

     Dollars. Any reference in this Stockholder Agreement to $ shall mean U.S. dollars.

     Headings. The division of this Stockholder Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Stockholder Agreement. All references in this Stockholder Agreement to any “Section” are to the corresponding Section of this Stockholder Agreement unless otherwise specified.

     Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Stockholder Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

ARTICLE 2
COMPOSITION OF THE BOARD

          SECTION 2.01. Stockholder Designees. The Stockholder shall have the right to designate: (i) five (5) individuals to serve on the Board for so long as the Stockholder owns not less than 50.00% of the Common Stock held by the Stockholder on the date hereof, (ii) four (4) individuals to serve on the Board for so long as the Stockholder owns not less than 40.00% of the Common Stock held by the Stockholder on the date hereof, (iii) three (3) individuals to serve on the Board for so long as the Stockholder owns not less than 33.33% of the Common Stock held by the Stockholder on the date hereof, (iv) two (2) individuals to serve on the Board for so long as the Stockholder owns not less than 20% of the Common Stock held by the Stockholder on the date hereof, (v) one (1) individual to serve on the Board for so long as the Stockholder owns not less than 10% of the Common Stock held by the Stockholder on the date hereof and (vi) no individuals to serve on the Board if the Stockholder owns less than 10% of the Common Stock held by the Stockholder on the date hereof (in each instance, such designated individuals, the “Stockholder Designees”).

          SECTION 2.02. Initial Board Composition. Upon the consummation of the Merger, the Board shall be comprised of twelve (12) directors, five (5) of whom shall be the initial Stockholder Designees identified by the Stockholder to the Company.

          SECTION 2.03. Stockholder Meetings. Subject to applicable law, for so long as the Stockholder owns not less than 10% of the then outstanding Common Stock, the Company shall use its commercially reasonable efforts to cause the election of the Stockholder Designees at each meeting of the stockholders of the Company at which directors are to be elected, and the Company shall use its commercially reasonable efforts to cause the reelection of the Stockholder Designees at each meeting of the Company’s stockholders at which any Stockholder Designee’s term as a director will expire.

4

Commercially reasonable efforts under this Section 2.03 shall include the solicitation of proxies in favor of the election of each Stockholder Designee, it being understood that efforts consistent with those used for other members of the slate of nominees recommended by the Board shall be deemed reasonable.

          SECTION 2.04. Vacancies. If, prior to his or her election to the Board pursuant to this Article 2, any Stockholder Designee shall be unable or unwilling to serve as a director of the Company, then the Stockholder shall be entitled to nominate a replacement who shall then be a Stockholder Designee for purposes of this Article 2. If, following an election or appointment to the Board pursuant to this Article 2, any Stockholder Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his or her term as a director of the Company, then the Stockholder shall, within 30 days of such event, notify the Board in writing of a replacement Stockholder Designee, and the Company and the Board shall take such action as necessary to cause such replacement Stockholder Designee to be appointed to the Board and each applicable committee thereof to fill the unexpired term of the Stockholder Designee who such new Stockholder Designee is replacing.

          SECTION 2.05. Designee Information. The Stockholder shall provide the Company with all information required under Regulation 14A and Schedule 14A under the Exchange Act with respect to the Stockholder Designees.

          SECTION 2.06. No Limitations. The provisions of this Article 2 are in addition to and shall not limit any rights that the Stockholder may have as a holder or beneficial owner of the Common Stock as a matter of law with respect to the election of directors or otherwise.

ARTICLE 3
RESTRICTIONS ON TRANSFER

     SECTION 3.01. General Restrictions on Transfer.

     (a) The Stockholder understands and agrees that the Acquired Shares have not been registered under the Securities Act and are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. The Stockholder agrees it shall not Transfer any of the Acquired Shares (or solicit any offers in respect of any Transfer of the Acquired Shares), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and the restrictions on Transfer contained in this Stockholder Agreement.

     (b) The Stockholder agrees that it will not, during the period commencing on the day of the consummation of the Merger and ending one hundred eighty (180) days after the day of the closing of the Merger (i) Transfer any of the Acquired Shares, including, without limitation, pursuant to the registration rights set forth in Article 5 hereof, 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 Acquired Shares,

5

whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of such Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (1) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the closing of the Merger, (2) transfers of the Acquired Shares or any security convertible into the Acquired Shares as a bona fide gift or gifts, (3) transfers of the Acquired Shares or any security convertible into the Acquired Shares to affiliates, and (4) distributions of the Acquired Shares or any security convertible into the Acquired Shares to direct or indirect limited partners, stockholders or members of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (2), (3) or (4), (A) each donee, transferee or distributee shall execute and deliver to the Company a letter agreement whereby such donee, transferee or distribute agrees to be bound by the same restrictions on the Stockholder as set forth in this Section 3.01(b) and (B) if any filing by any party (donor, donee, transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on Form 5 made after the expiration of the 180-day period referred to above), such party shall provide to the Company a copy of such filing at least three (3) Business Days prior to filing. The Stockholder agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Acquired Shares except in compliance with the foregoing restrictions.

     (c) Any attempt to Transfer any Common Stock not in compliance with this Stockholder Agreement shall be null and void, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s records to such purported Transfer.

     SECTION 3.02. Legends.

     (a) Each certificate evidencing the Acquired Shares shall bear a legend in substantially the following form:

          “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN A STOCKHOLDER AGREEMENT, A COPY OF WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY OR ANY SUCCESSOR THERETO.”

     (b) Notwithstanding the foregoing provisions of this Article 3, the restrictions imposed by Section 3.01(a) upon the transferability of the Acquired Shares relating to securities laws (and the legends relating thereto) shall terminate as to any Company Security (i) when and so long as such Company Security shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such

6

Company Security may be transferred without registration under the Securities Act and that such legend may be removed. Whenever the securities law restrictions referred to in Section 3.01(a) shall terminate as to any Company Security, the Stockholder shall be entitled to receive from the Company, at the Company’s expense, a new Company Security not bearing the legend relating to securities law transfer restrictions.

ARTICLE 4
PRIMARY OFFERING REQUEST

          If after June 30, 2012, the Public Float of the Common Stock has not increased by 100% of the Public Float existing immediately following the consummation of the Merger, then the Stockholder may request in writing that the Company file a registration statement on Form S-1 or Form S-3 (or any successor form thereto), as applicable, to effect a primary underwritten public offering of shares of Common Stock (“Primary Offering Request”) as soon as practicable, but in no event later than forty-five (45) days after the Company’s receipt of the Primary Offering Request; provided, however, that the Company shall not be obligated to initiate such offering unless a majority of the independent members of the Board determine, after consultation with an underwriter of recognized international standing, that such offering is in the best interest of the Company. The independent members of the Board shall so notify the Stockholder of its decision regarding the Primary Offering Request within thirty (30) days of the Company’s receipt of the Primary Offering Request.

ARTICLE 5
REGISTRATION RIGHTS

     SECTION 5.01. Demand Registration.

     (a) At any time after one hundred eighty (180) days after the consummation of the Merger, if the Company shall receive a written request from the Stockholder that the Company effect the registration under the Securities Act of all or any portion of the Stockholder’s Registrable Securities (a “Demand Registration”), and specifying the intended method of disposition thereof, then the Company shall use its commercially reasonable efforts, consistent with the terms of this Stockholder Agreement, to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which the Stockholder has requested registration under this Section 5.01; provided that, subject to Section 5.01(d) hereof, the Company shall not be obligated to effect more than three Demand Registrations (other than short-form registrations on Form S-3 and provided that no Demand Registration shall be made within one hundred eighty (180) days of a prior Demand Registration).

     (b) At any time prior to the effective date of the registration statement relating to such registration, the Stockholder may revoke such request by providing a notice to the Company revoking such request.

7

     (c) The Company shall be liable for and pay all Registration Expenses in connection with each Demand Registration, regardless of whether such registration is effected.

     (d) A Demand Registration shall not be deemed to have occurred:

     (i) unless the registration statement relating thereto (A) has become effective under the Securities Act and (B) has remained effective for a period of at least one hundred twenty (120) days (or such shorter period in which all Registrable Securities of the Stockholder included in such registration have actually been sold thereunder), provided that such registration statement shall not be considered a Demand Registration if, after such registration statement becomes effective, (1) such registration statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and (2) less than 75% of the Registrable Securities included in such registration statement have been sold thereunder; or

     (ii) if the Demand Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(e) such that less than 75% of the Registrable Securities of the Stockholder sought to be included in such registration are included.

     (e) If a Demand Registration involves an underwritten public offering and the managing underwriter advises the Company and the Stockholder that, in its view, the number of shares that the Stockholder and the Company propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Demand Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Demand Maximum Offering Size:

     (i) first, all Registrable Securities requested to be registered by the Stockholder; and

     (ii) second, all shares of Common Stock proposed to be registered by the Company.

     (f) The Company may defer the filing (but not the preparation) of a registration statement required by Section 5.01 until a date not later than ninety (90) days after the date which is thirty (30) days after the request to file such registration statement if (i) at the time the Company receives the request to register shares, the Company or any of its Subsidiaries are engaged in confidential negotiations or other confidential business activities (or the Board determines that the Company is at such time otherwise in possession of material non-public information with respect to the Company), disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that

8

such disclosure would be materially detrimental to the Company and its stockholders, or (ii) prior to receiving the request to register shares, the Board had determined to effect a registered underwritten public offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 5.01(f) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated (or such material non-public information has been publicly disclosed by the Company), or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 5.01(f), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Stockholder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 5.01(f) and (unless the Stockholder had previously requested in writing that the Company not disclose to it such information under this paragraph) a general statement of the reason for such deferral and an approximation of the anticipated delay. The Company may defer the filing of a particular registration statement pursuant to this Section 5.01(f) only once in any 360-day period.

     SECTION 5.02. Piggyback Registration.

     (a) If the Company proposes to register any Common Stock under the Securities Act (other than pursuant to a Demand Registration and other than a registration on Form S-4 in connection with a direct or indirect acquisition by the Company of another Person or a registration on a Form S-8), the Company shall at each such time give prompt written notice at least twenty (20) Business Days prior to the anticipated filing date of the registration statement relating to such registration to the Stockholder, which notice shall offer the Stockholder the opportunity to include in such registration statement all or any portion of the Registrable Securities held by the Stockholder (a “Piggyback Registration”), subject to the limitations set forth herein. Upon the request of the Stockholder made within fifteen (15) days after the receipt of notice from the Company (which request shall specify the number of Registrable Securities intended to be registered by the Stockholder), the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities that the Company has been so requested to register by the Stockholder, to the extent required to permit the disposition of the Registrable Securities so to be registered, provided that if such registration involves an underwritten public offering, the Stockholder must sell its Registrable Securities to the underwriters selected as provided in Section 5.05(f) on the same terms and conditions as apply to the Company or any other selling stockholders; provided, however, that the Stockholder shall not be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) the Stockholder’s ownership of its Registrable Securities to be transferred free and clear of all liens, claims and encumbrances, (ii) the Stockholder’s

9

power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; and provided further, that the liability of the Stockholder to indemnify pursuant to any underwriting arrangements shall be limited to the net amount received by the Stockholder from the sale of its Registrable Securities pursuant to such registration. If, at any time after giving notice pursuant to this Section 5.02(a) of its intention to register any shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such shares, the Company shall give notice to the Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. No registration effected under this Section 5.02 shall relieve the Company of its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall be liable for and pay all Registration Expenses in connection with each Piggyback Registration, regardless of whether such registration is effected.

     (b) If a Piggyback Registration involves an underwritten public offering (other than any Demand Registration, in which case the provisions with respect to priority of inclusion in such offering set forth in Section 5.01(e) shall apply) and the managing underwriter advises the Company that, in its view, the number of shares that the Company and selling stockholders propose to include in such registration exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Piggyback Maximum Offering Size”), the Company shall include in such registration, in the following priority, up to the Piggyback Maximum Offering Size:

     (i) first, such number of shares proposed to be registered for the account of the Company, if any, as would not cause the offering to exceed the Piggyback Maximum Offering Size, and

     (ii) second, all Registrable Securities requested to be included in such registration by the Stockholder pursuant to Section 5.02.

     SECTION 5.03. Registrations on Form S-3. If the Stockholder requests that the Company file a registration statement on Form S-3 (or any successor form to Form S-3), or any similar short-form registration statement, for a public offering of Registrable Securities, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, then the Company, in each such case, shall, as soon as practicable, use its commercially reasonable efforts, consistent with the terms of this Stockholder Agreement, to cause such Registrable Securities held by the Stockholder to be registered on such form for the offering; provided, that the Company shall not be obligated to effect more than two such registrations in a calendar year. The Company will use its commercially reasonable efforts, consistent with the terms of this Stockholder Agreement, to qualify for and remain eligible to use Form S-3 registration or a similar short-form registration.

10

     SECTION 5.04. Lock-Up Agreements. Unless the lead managing underwriters otherwise agree, the Company and the Stockholder agree (and the Company agrees, in connection with any underwritten registration, to use its commercially reasonable efforts to cause its Affiliates to agree) not to effect any public sale or private offer or distribution of any Common Stock or Common Stock Equivalents during the ten (10) Business Days prior to the effectiveness under the Securities Act of any underwritten registration and during such time period after the effectiveness under the Securities Act of any underwritten registration (not to exceed one hundred eighty (180) days) (except, if applicable, as part of such underwritten registration) as the Company and the managing underwriters may agree. Notwithstanding the foregoing, this Section 5.04 shall not apply unless all then officers and directors of the Company, and all stockholders of the Company who own Common Stock representing 10% or more of the then outstanding Common Stock of the Company, enter into similar agreements.

     SECTION 5.05. Registration Procedures. Whenever the Stockholder requests that any Registrable Securities be registered pursuant to Section 5.01, 5.02, or 5.03 hereof, subject to the provisions of such Sections, the Company shall use its commercially reasonable efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as quickly as practicable, and, in connection with any such request:

     (a) The Company shall as expeditiously as possible prepare and file with the SEC a registration statement on any form for which the Company then qualifies or that counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause such filed registration statement to become and remain effective for a period of not less than one hundred eighty (180) days (or such shorter period in which all of the Registrable Securities of the Stockholder included in such registration statement shall have actually been sold thereunder); provided, however, that (i) such 180-day period shall be extended for a period of time equal to the period the Stockholder refrains from selling any securities included in such registration at the request of an underwriter and (ii) in the case of any registration of Registrable Securities pursuant to Section 5.03 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such 180-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

     (b) Prior to filing a registration statement or prospectus or any amendment or supplement thereto, the Company shall, if requested, furnish to the Stockholder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement as proposed to be filed, and thereafter the Company shall furnish to the Stockholder and underwriter, if any, such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 or Rule 430A under

11

the Securities Act and such other documents as the Stockholder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Stockholder.

     (c) After the filing of the registration statement, the Company shall (i) cause the related prospectus to be supplemented by any required prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act, (ii) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the Stockholder set forth in such registration statement or supplement to such prospectus and (iii) promptly notify the Stockholder of any stop order issued or threatened by the SEC or any state securities commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.

     (d) The Company shall use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions in the United States as the Stockholder reasonably (in light of the Stockholder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable the Stockholder to consummate the disposition of the Registrable Securities in accordance with the intended methods of disposition; provided that the Company shall not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 5.05(d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.

     (e) The Company shall immediately notify the Stockholder at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act, of the occurrence of an event or other circumstance requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly prepare and make available to the Stockholder and file with the SEC any such supplement or amendment.

     (f) Except for a Demand Registration, the Board shall have the right to select the underwriter or underwriters in connection with any public offering. In connection with the offering of Registrable Securities pursuant to a Demand Registration, the Stockholder shall select the underwriter or underwriters, provided that such selection shall be subject to the consent of the Board, which consent shall not be unreasonably withheld. In connection with any underwritten public offering, the Company shall enter into customary agreements (including an underwriting agreement in customary form),

12

provided that such agreements are consistent with this Stockholder Agreement, and take all such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities in any such public offering, including (if necessary) the engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the NASD. The Stockholder shall also enter into such agreement, provided that the terms of any such agreement are consistent with this Stockholder Agreement and provided that the scope of the indemnity contained in such underwriting agreement is not more extensive in any material respect than the indemnity described in Section 5.07 hereof.

     (g) Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by the Stockholder and any underwriter participating in any disposition pursuant to a registration statement being filed by the Company pursuant to this Section 5.05 and any attorney, accountant or other professional retained by the Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary or desirable to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any Inspectors in connection with such registration statement; provided that the Company shall not be required to provide any information under this subparagraph if the Company determines in good faith, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information. Records that the Company determines, in good faith, to be confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction or is otherwise required by law. The Stockholder agrees that information obtained by it as a result of such inspections shall not be used by it or its Affiliates as the basis for any market transactions in Common Stock unless and until such information is made generally available to the public (not in violation of any confidentiality agreement by which they are bound), and further agrees that, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, it shall give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.

     (h) The Company shall cause to be furnished to the Stockholder and to each underwriter, if any, a signed counterpart, addressed to the Stockholder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the kind customarily covered by opinions of counsel or comfort letters, as the case may be, as the Stockholder or the managing underwriter therefor reasonably requests.

13

     (i) The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its stockholders, as soon as reasonably practicable, an earnings statement or such other document that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

     (j) The Company may require the Stockholder, by written notice given to the Stockholder not less than ten (10) days prior to the filing date of such registration statement, to promptly, and in any event within ten (10) days after receipt of such notice, furnish in writing to the Company such information regarding the distribution of the Registrable Securities as the Company may from time to time request and such other information as may be legally required in connection with such registration.

     (k) The Stockholder agrees, upon receipt of any written notice from the Company of the occurrence of any event or other circumstance requiring the preparation of a supplement or amendment of a prospectus relating to the Registrable Securities covered by a registration statement that is required to be delivered under the Securities Act so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or to make the statements therein not misleading, the Stockholder shall (i) forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until the Stockholder’s receipt of the copies of a supplemented or amended prospectus, and (ii) if so directed by the Company, the Stockholder shall deliver to the Company all copies, other than any permanent file copies then in the Stockholder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. If the Company shall give such notice, the Company shall extend the period during which such registration statement shall be maintained effective (including the period referred to in Section 5.05(a) hereof) by the number of days during the period from and including the date of the giving of notice pursuant to Section 5.05(e) hereof to the date when the Company shall make available to the Stockholder a prospectus supplemented or amended to conform with the requirements of Section 5.05(e) hereof.

     (l) The Company shall use its commercially reasonable efforts to list all Registrable Securities covered by such registration statement on any securities exchange or quotation system on which any of the Registrable Securities are then listed or traded, and if none of the Registrable Securities are so listed, on any securities exchange or quotations system on which similar securities issued by the Company are then listed, and if no Common Stock are listed, on any national securities exchange or on NASDAQ.

     (m) The Company shall have appropriate officers of the Company (i) prepare and make presentations at any “road shows” and before analysts and rating agencies, as the case may be, (ii) take other reasonable actions to obtain ratings for any Registrable Securities and (iii) otherwise use their commercially reasonable efforts to cooperate as requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

14

     SECTION 5.06. Indemnification by the Company. The Company agrees to indemnify and hold harmless the Stockholder, the Stockholder’s officers, directors, employees, managers, members, partners and agents, and each Person, if any, who controls any such Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (“Damages”) caused by, based upon, arising out of, resulting from or relating to any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such Damages are caused by or related to any such untrue statement or omission or alleged untrue statement or omission so made based upon information furnished in writing to the Company by the Stockholder or on the Stockholder’s behalf expressly for use therein, provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any Damages result from (a) the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that the Company has provided such current prospectus (or such amended or supplemented prospectus, as the case may be) to the Stockholder prior to such confirmation and it was the responsibility of the Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Damages, or (b) transactions by the Stockholder in violation of Section 5.05(k)(i) hereof.

     SECTION 5.07. Indemnification by the Stockholder. The Stockholder agrees to indemnify and hold harmless from and against all Damages the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (i) with respect to information furnished in writing to the Company by the Stockholder or on the Stockholder’s behalf expressly for use in such registration statement or prospectus relating to such Registrable Securities, or any amendment or supplement thereto, or any related preliminary prospectus or (ii) to the extent that any Damages result from the fact that a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such Damages at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that it was the responsibility of the Stockholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such

15

amended or supplemented prospectus, as the case may be) was provided by the Company to the Stockholder prior to such confirmation and would have cured the defect giving rise to such Damages. As a condition to including Registrable Securities in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities. The Stockholder shall not be liable under this Section 5.07 for any Damages in excess of the net proceeds realized by the Stockholder in the sale of the Registrable Securities to which such Damages relate.

     SECTION 5.08. Conduct of Indemnification Proceedings. If any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Article 5, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses, provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have agreed to the retention of such counsel at its expense or (ii) in the reasonable judgment of outside counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that, in connection with any proceeding or related proceedings in the same jurisdiction, the Indemnifying Party shall not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for the Indemnified Party, and that all such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless the Indemnified Party from and against all indemnified Damages (to the extent stated above) by reason of such settlement or judgment. Without the prior written consent of the Indemnified Party, no Indemnifying Party shall effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

     SECTION 5.09. Contribution. If the indemnification provided for in this Article 5 is unavailable to the Indemnified Parties or insufficient in respect of any Damages (other than by reason of the exceptions provided herein), then the Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid

16

or payable by such Indemnified Party as a result of such Damages, as between the Company on the one hand and the Stockholder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and of the Stockholder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Stockholder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     The Company and the Stockholder agree that it would not be just and equitable if contribution pursuant to this Section 5.09 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the Damages referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 5.09, the Stockholder shall not be required to contribute any amount in excess of the amount by which the net proceeds realized by the Stockholder in the sale of Registrable Securities of the Stockholder to which such Damages relate exceeds the amount of any Damages that the Stockholder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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.

     SECTION 5.10. Subsequent Registration Rights. The Company shall not enter into any agreement with respect to any Common Stock that grants or provides holders of such Common Stock with registration rights that have terms more favorable than the registration rights granted to the Stockholder in this Stockholder Agreement unless similar rights are granted to the Stockholder in this Stockholder Agreement.

     SECTION 5.11. Rule 144; Etc. The Company agrees to use its commercially reasonable efforts, consistent with the terms of this Stockholder Agreement, to (a) make and keep public information available, as those terms are defined in Rule 144, at all times after the date (if any) that the Company becomes subject to the periodic reporting requirements of Section 13 or 15 under the Exchange Act, and (b) file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act at any time after it has become subject to such reporting requirements.

17

ARTICLE 6
CONCURRENT INDEMNIFICATION

     The Company agrees that in the event that any member, manager, officer or employee of the Stockholder (each, a “Concurrently Indemnified Party”) is employed, retained or otherwise associated with, or appointed or nominated by, the Company or any of its Subsidiaries and acts or serves as an officer, director, employee, consultant, fiduciary, advisor or agent of, for or to the Company or any of its Subsidiaries, as applicable, the Company shall be primarily liable for all indemnification obligations or advancement of expenses in connection with such indemnification afforded to such Concurrently Indemnified Party acting in such capacity or capacities on behalf or at the request of the Company or any of its Subsidiaries, as applicable. Notwithstanding the fact that the Stockholder may have concurrent liability to a Concurrently Indemnified Party with respect to indemnification or advancements, the Company hereby agrees that in no event shall the Company have any right or claim against the Stockholder or any of its Affiliates for contribution or have rights of subrogation against the Stockholder or any of its Affiliates through a Concurrently Indemnified Party for any payment made by the Company with respect to indemnification or advancements. In addition, the Company hereby agrees that in the event that the Stockholder or any of its Affiliates pays or advances a Concurrently Indemnified Party any amount with respect to indemnification or advancements, the Company shall promptly reimburse the Stockholder or its Affiliates, as applicable, for such payment or advance upon request.

ARTICLE 7
MISCELLANEOUS

     SECTION 7.01. Binding Effect; Assignability; Benefit.

     (a) This Stockholder Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns; provided that rights granted to the Stockholder hereunder may only be assigned in connection with a Transfer of Common Stock in accordance with the terms of this Stockholder Agreement that is specifically approved in advance in writing by the Company and provided further that rights granted pursuant to Article 2 hereof are only assignable with the prior specific written consent of the Company in connection with a Transfer of Common Stock by such assignor to the purported assignee. Any purported assignment not in accordance with this Stockholder Agreement shall be null and void. If the Stockholder ceases to beneficially own any Common Stock, the Stockholder shall cease to be bound by, and no longer entitled to the benefits of, the terms hereof (other than (i) the provisions of Sections 5.06, 5.07, 5.08, 5.09 and Article 6 applicable to the Stockholder with respect to any offering of Registrable Securities completed before the date the Stockholder ceased to own any Common Stock and (ii) Article 7).

     (b) Nothing in this Stockholder Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, Indemnified Parties under

18

Sections 5.06, 5.07, 5.08 and 5.09, and Concurrently Indemnified Parties under Article 6, any rights, remedies, obligations or liabilities under or by reason of this Stockholder Agreement.

     SECTION 7.02. Notices. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, sent by reputable overnight courier service, or sent by facsimile transmission,

if to the Company, to:

Viasystems Group, Inc.
101 South Hanley Road, Suite 400
St. Louis, Missouri 63105
Attention: General Counsel
Facsimile: 314-746-2251

with a copy to:

Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
Attention: R. Scott Cohen
Facsimile: 214-746-7777

if to the Stockholder, to:

Hicks, Muse, Tate & Furst Equity Fund III, LP
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: Edward Herring
Facsimile: 214-720-7888

with a copy to:

Hicks, Muse, Tate & Furst Equity Fund III, LP
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Attention: David W. Knickel
Facsimile: 214-720-7888

or, in each case, at such other address or fax number as such party may hereafter specify for the purpose of notices hereunder by written notice to the other parties hereto. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or

19

communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any notice, request or other written communication sent by facsimile transmission shall be confirmed by personal delivery or by reputable overnight courier, made within two (2) Business Days after the date of such facsimile transmissions.

          SECTION 7.03. Waiver; Amendment; Termination.

          (a) Except as otherwise provided herein, no failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof or the exercise of any other right, power or privilege. No provision of this Stockholder Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. Except as otherwise provided herein, no provision of this Stockholder Agreement may be amended or otherwise modified except by an instrument in writing executed by the Company and the Stockholder.

          (b) This Stockholder Agreement shall terminate on the tenth (10th) anniversary of the date of this Stockholder Agreement; provided that, in any such case, the provisions of Sections 5.06, 5.07, 5.08, 5.09 and Article 6 applicable to the Stockholder with respect to any offering of Registrable Securities completed before such termination and this Article 7 shall survive such termination.

          SECTION 7.04. Fees and Expenses. Each party shall pay its own costs and expenses incurred in connection with the preparation and execution of this Stockholder Agreement, or any amendment or waiver hereof, and (except as otherwise provided herein) the transactions contemplated hereby and all matters related hereto. In any action or proceeding brought to enforce any provision of this Stockholder Agreement, or where any provision hereof or thereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees in addition to any other available remedy.

          SECTION 7.05. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial; Etc. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that state. All actions and proceedings arising out of or relating to this Stockholder Agreement shall be heard and determined in the Chancery Court of the State of Delaware or any federal court sitting in the City of New York, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each party hereto irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to such party at its address specified pursuant to Section 7.02 hereof. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Nothing in this paragraph shall affect

20

the right of any party hereto to serve legal process in any other manner permitted by applicable law. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York or Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any person or entity other than the parties hereto. Each of the parties hereto hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this Stockholder Agreement.

          SECTION 7.06. Specific Enforcement; Cumulative Remedies. The parties hereto acknowledge that money damages may not be an adequate remedy for violations of this Stockholder Agreement and that any party, in addition to any other rights and remedies which the parties may have hereunder or at law or in equity, may, in his, her or its sole discretion, apply to a court of competent jurisdiction for specific performance or injunction or such other relief as such court may deem just and proper in order to enforce this Stockholder Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. All rights, powers and remedies provided under this Stockholder Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such rights, powers or remedies by such party.

          SECTION 7.07. Entire Agreement. This Stockholder Agreement and any documents referred to herein constitute the entire agreement and understanding among the parties hereto in respect of the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings, both oral and written, among the parties hereto, or between any of them, with respect to the subject matter hereof and thereof.

          SECTION 7.08. Severability. If any term, provision, covenant or restriction of this Stockholder Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Stockholder Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. Upon such a determination, the parties shall negotiate in good faith to modify this Stockholder Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

          SECTION 7.09. Counterparts; Effectiveness. This Stockholder Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURE PAGE FOLLOWS]

21

     IN WITNESS WHEREOF, the parties hereto have caused this Stockholder Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

VIASYSTEMS GROUP, INC.
By:	/s/ David M. Sindelar
	Name:	David M. Sindelar
	Title:	Chief Executive Officer
VG HOLDINGS, LLC
By:	/s/ Edward Herring
	Name:	Edward Herring
	Title:	Manager
By:	/s/ Philip Raygorodetsky
	Name:	Philip Raygorodetsky
	Title:	Manager

Signature Page to
Stockholder Agreement

EX-99.1

Exhibit 99.1

NEWS COPY	INFORMATION CONTACT:
	Dee Johnson
FOR IMMEDIATE RELEASE	(314) 746-1869

VIASYSTEMS AND MERIX COMPLETE MERGER

Merger Creates Global Leader in Printed Circuit Boards with
Extended Capabilities and Cost Synergies

ST. LOUIS, February 16, 2010 — Viasystems Group, Inc. (NASDAQ:VIAS) today completed a merger with Merix Corporation, forming an industry leader in printed circuit boards (PCBs) and electro-mechanical solutions. The companies had announced on October 6, 2009 their intention to merge.

The combined company will go forward under the name Viasystems Group, Inc. and will maintain its headquarters in St. Louis, Missouri. Viasystems is newly listed on the NASDAQ Global Market under the ticker VIAS and expects trading in its shares to begin tomorrow, February 17.

“Viasystems is a world-class leader in PCB fabrication and related electro-mechanical solutions,” said David M. Sindelar, Chief Executive Officer of Viasystems. “With the addition of Merix, we now have the capability to manufacture high layer count PCBs using leading-edge technology in both North America and Asia. In addition, the combined company now has the ability to respond better to the rapid prototyping and quick-turn requirements of our customers globally. This portfolio of capabilities enables us to expand our service offerings to customers of both Viasystems and Merix and provides an opportunity for growth with existing and new customers.”

Based on the results for the twelve months ended December 31, 2009 for Viasystems and November 28, 2009 for Merix, on a pro forma basis, the combined operation would have had approximately $745 million of revenue. The Company expects that annual cost synergies of approximately $20 million can be achieved through steps initiated within the next 60 days.

Viasystems has approximately 20 million shares of common stock. Shareholders of Merix Corporation (NASDAQ:MERX) received approximately 0.11 shares of Viasystems for each share of Merix, altogether approximately 2.5 million Viasystems shares or 12.5 percent of the equity. Holders of 98 percent of the Merix convertible debentures received, in the aggregate, $35 million cash and approximately 1.4 million Viasystems shares or 7.0 percent of the equity. The prior Viasystems common and preferred

stockholders hold approximately 80.5 percent of the combined company as of the closing.

Viasystems expects to adopt all the governance and reporting standards applicable to widely held public companies under the NASDAQ Listing Standards, including maintaining a board of directors composed of a majority of independent directors and the establishment of independent audit, compensation and nominating committees.

Revolving Credit Facility

In conjunction with the merger, Viasystems entered into a $75 million asset-based revolving credit agreement with Wells Wachovia. There are no borrowings under the facility.

Appointment of Board Members

Three members of the Merix Board of Directors have been appointed to the Board of Directors of Viasystems, in accordance with provisions of the Merger Agreement. They are Mr. Michael D. Burger, former President and Chief Executive Officer of Merix; Ms. Kirby A. Dyes, a former Director of Merix; and Mr. William C. McCormick, former Chairman of the Merix Board of Directors. Mr. Burger will not have a management role in Viasystems. One member of the Viasystems Board of Directors, Ms. Diane H. Gulyas, has resigned from the Board. The Viasystems Board now consists of 12 members, in accordance with the Merger Agreement.

About Viasystems Group, Inc.

Viasystems is a worldwide provider of complex multi-layer, rigid printed circuit boards (PCBs) and electro-mechanical solutions (E-M Solutions). Its PCBs serve as the “electronic backbone” of many kinds of electronic equipment, and its E-M Solutions products and services integrate PCBs and other components into electronic equipment, including metal enclosures, cabinets, racks and sub-racks, backplanes, cable assemblies and busbars. Viasystems’ 13,000 employees in North America and Asia serve more than 800 customers in the automotive, telecommunications, computer and data communications, industrial and instrumentation, and defense and aerospace markets. For additional information about Viasystems, please visit the Company’s website at www.viasystems.com.

Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of Viasystems regarding future events and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Viasystems undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Actual results may differ materially from those expressed or implied. Such differences may result from a variety of factors, including but not limited to: any actions taken by the Company including but not limited

2

to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions), developments beyond the Company’s control, including but not limited to, changes in domestic or global economic conditions, competitive conditions and consumer preferences, adverse weather conditions or natural disasters, health concerns, international, political or military developments, and technological developments. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth under the heading “Item 1A. Risk Factors,” in the Form S-4 filed by Viasystems with the SEC on December 29, 2009, and in Viasystems’ other filings made from time to time with the SEC and available at the SEC’s website, www.sec.gov.

3