Warrants

Exhibit 10.4

EXECUTION COPY

UBS AG, London Branch
c/o UBS Securities LLC
299 Park Avenue
New York, NY 10171
Attn: Dmitriy Mandel and Paul Stowell
Telephone: (212) 821-2100
Facsimile: (212) 821-4610

May 16, 2008

To: TTM Technologies, Inc.
2630 South Harbor Boulevard
Santa Ana, California 92704
Attention: Treasurer
Telephone No.: (714) 327-3049
Facsimile No.: (714) 668-9411

Re: Warrants

     The purpose of this letter agreement (this “ Confirmation ”) is to confirm the terms and conditions of the Warrants issued by TTM Technologies, Inc. (“ Company ”) to UBS AG, London Branch (“ UBS ”) represented by UBS Securities LLC (“ Agent ”) as its agent as of the Trade Date specified below (the “ Transaction ”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for this Transaction.

     The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “ Equity Definitions ”), as published by the International Swaps and Derivatives Association, Inc. (“ ISDA ”), are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. This Transaction shall be deemed to be a Share Option Transaction within the meaning set forth in the Equity Definitions.

     Each party is hereby advised, and each such party acknowledges, that the other party has engaged in, or refrained from engaging in, substantial financial transactions and has taken other material actions in reliance upon the parties’ entry into the Transaction to which this Confirmation relates on the terms and conditions set forth below.

1. This Confirmation evidences a complete and binding agreement between UBS and Company as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement (the “ Agreement ”) as if UBS and Company had executed an agreement in such form (but without any Schedule except for the election of the laws of the State of New York as the governing law) on the Trade Date. In the event of any inconsistency between provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of the Transaction to which this Confirmation relates. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.

2.  The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

		Trade Date:		May 16, 2008
		Effective Date:		May 20, 2008; provided that the Effective Date shall not occur and this Confirmation and the Agreement shall become null and void if UBS has not paid the Premium on the Premium Payment Date.
		Warrants:		Equity call warrants, each giving the holder the right to purchase one Share at the Strike Price, subject to the Settlement Terms set forth below. For the purposes of the Equity Definitions, each reference to a Warrant herein shall be deemed to be a reference to a Call Option.
		Warrant Style:		European
		Seller:		Company
		Buyer:		UBS
		Shares:		The common stock of Company, par value USD 0.001 per Share (Exchange symbol “TTMI”)
		Number of Warrants:		626,448, subject to adjustment as provided herein.
		Warrant Entitlement:		One Share per Warrant
		Strike Price:		USD 18.1540
		Premium:		USD 1,496,980.00
		Premium Payment Date:		May 20, 2008
		Exchange:		The NASDAQ Global Select Market
		Related Exchange(s):		All Exchanges

Procedures for Exercise:

		Expiration Time:		The Valuation Time
		Expiration Date(s):		Each Scheduled Trading Day during the period from and including the First Expiration Date and to and including the 120th Scheduled Trading Day following the First Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date; provided that, notwithstanding anything to the contrary in the Equity Definitions, if any such date is a Disrupted Day, the Calculation Agent shall make adjustments, if applicable, to the Daily Number of Warrants or shall reduce such Daily Number of Warrants to zero for which such day shall be an Expiration Date and shall designate a Scheduled Trading Day or a number of Scheduled Trading Days as the Expiration Date(s) for the remaining Daily Number of Warrants or a portion thereof for the originally scheduled Expiration Date; and provided further that if such Expiration Date has not occurred pursuant to this clause as of the

				eighth Scheduled Trading Day following the last scheduled Expiration Date under this Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that eighth Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means.
		First Expiration Date:		August 17, 2015 (or if such day is not a Scheduled Trading Day, the next following Scheduled Trading Day), subject to Market Disruption Event below.
		Daily Number of Warrants:		For any Expiration Date, the Number of Warrants that have not expired or been exercised as of such day, divided by the remaining number of Expiration Dates (including such day), rounded down to the nearest whole number, subject to adjustment pursuant to the provisos to “Expiration Date(s)”.
		Automatic Exercise:		Applicable; and means that a number of Warrants for each Expiration Date equal to the Daily Number of Warrants (as adjusted pursuant to the terms hereof) for such Expiration Date will be deemed to be automatically exercised; provided that “In-the-Money” means that the Relevant Price for such Expiration Date exceeds the Strike Price for such Expiration Date; and provided further that all references in Section 3.4(b) of the Equity Definitions to “Physical Settlement” shall be read as references to “Net Share Settlement”.
		Market Disruption Event:		Section 6.3(a)(ii) of the Equity Definitions is hereby amended by replacing clause (ii) in its entirety with “(ii) an Exchange Disruption, or” and inserting immediately following clause (iii) the phrase “; in each case that the Calculation Agent determines is material.”

Valuation:

		Valuation Time:		Scheduled Closing Time; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable discretion.
		Valuation Date:		Each Exercise Date.

Settlement Terms:

		Settlement Method:		Net Share Settlement.
		Net Share Settlement:		On the relevant Settlement Date, Company shall deliver to UBS the Share Delivery Quantity of Shares for such Settlement Date to the account specified hereto free of payment through the Clearance System.
		Share Delivery Quantity:		For any Settlement Date, a number of Shares, as calculated by the Calculation Agent, equal to the Net Share Settlement Amount for such Settlement Date divided by the Settlement Price on the

				Valuation Date in respect of such Settlement Date, rounded down to the nearest whole number plus any Fractional Share Amount.
		Net Share Settlement Amount:		For any Settlement Date, an amount equal to the product of (i) the Number of Warrants exercised or deemed exercised on the relevant Exercise Date , (ii) the Strike Price Differential for such Settlement Date and (iii) the Warrant Entitlement.
		Settlement Price:		For any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page TTMI.UQ <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number of Warrants, as described above, then the Settlement Price for the relevant Valuation Date shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation Agent based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.
		Settlement Date(s):		As determined in reference to Section 9.4 of the Equity Definitions, subject to Section 9(k)(i) hereof.
Other Applicable Provisions:				The provisions of Sections 9.1(c), 9.8, 9.9, 9.11, 9.12 and 10.5 of the Equity Definitions will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Net Share Settled.” “Net Share Settled” in relation to any Warrant means that Net Share Settlement is applicable to that Warrant.
Representation and Agreement:				Notwithstanding Section 9.11 of the Equity Definitions, the parties acknowledge that any Shares delivered to UBS may be, upon delivery, subject to restrictions and limitations arising from Company’s status as issuer of the Shares under applicable securities laws.

3. Additional Terms applicable to the Transaction:

Adjustments applicable to the Warrants:
		Method of Adjustment:		Calculation Agent Adjustment. For the avoidance of doubt, in making any adjustments under the Equity Definitions, the Calculation Agent may make adjustments, if any, to any one or more of the Strike Price, the Number of Warrants, the Daily Number of Warrants and the Warrant Entitlement. Notwithstanding the foregoing, any cash dividends or distributions on the Shares, whether or not extraordinary, shall be

				governed by Section 9(f) of this Confirmation in lieu of Article 10 or Section 11.2(c) of the Equity Definitions.

Extraordinary Events applicable to the Transaction:

		New Shares:		Section 12.1(i) of the Equity Definitions is hereby amended by deleting the text in clause (i) in its entirety and replacing it with the phrase “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors)”.
		Consequence of Merger Events:
		Merger Event:		Applicable, provided that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under Section 9(h)(ii)(A) of this Confirmation, UBS may elect, in its commercially reasonable judgment, whether the provisions of Section 12.1(b) of the Equity Definitions or Section 9(h)(ii)(A) will apply.
		Share-for-Share:		Modified Calculation Agent Adjustment
		Share-for-Other:		Cancellation and Payment (Calculation Agent Determination)
		Share-for-Combined:		Cancellation and Payment (Calculation Agent Determination); provided that UBS may elect, in its commercially reasonable judgment, Component Adjustment (Calculation Agent Determination).
		Consequence of Tender Offers:
		Tender Offer:		Applicable; provided however that if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and Additional Termination Event under Section 9(h)(ii)(C) of this Confirmation, UBS may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or Section 9(h)(ii)(C) will apply.
		Share-for-Share:		Modified Calculation Agent Adjustment
		Share-for-Other:		Modified Calculation Agent Adjustment
		Share-for-Combined:		Modified Calculation Agent Adjustment
		Nationalization, Insolvency or Delisting:		Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange,

				The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

		Change in Law:		Applicable
		Failure to Deliver:		Not Applicable
		Insolvency Filing:		Applicable
		Hedging Disruption:		Applicable
		Increased Cost of Hedging:		Not Applicable
		Loss of Stock Borrow:		Applicable
		Maximum Stock Loan Rate:		100 basis points
		Increased Cost of Stock Borrow:		Applicable
		Initial Stock Loan Rate:		25 basis points
		Hedging Party:		UBS for all applicable Additional Disruption Events
		Determining Party:		UBS for all applicable Extraordinary Events
		Non-Reliance:		Applicable
		Agreements and Acknowledgments Regarding Hedging Activities:		Applicable
		Additional Acknowledgments:		Applicable

4. Calculation Agent:                                                UBS

5. Account Details:

	(a)		Account for payments to Company:
			To be provided by Company
			Account for delivery of Shares from Company:
			To be provided by Company
	(b)		Account for payments to UBS:
			UBS AG Stamford SWIFT: UBSWUS33XXX Bank Routing: 026-007-993 Account Name: UBS AG, London Branch Account No. :101-WA-140007-000
			Account for delivery of Shares to UBS:
			To be provided by UBS

6. Offices:

The Office of Company for the Transaction is: Inapplicable, Company is not a Multibranch Party.

The Office of UBS for the Transaction is: London

UBS AG
100 Liverpool Street
London EC2M 2RH
United Kingdom
Telephone: +44 207 568 0687
Facsimile: +44 207 568 9895/6

7. Notices: For purposes of this Confirmation:

		(a)		Address for notices or communications to Company:
				TTM Technologies, Inc.    2630 South Harbor Boulevard    Santa Ana, California 92704   Attention: Treasurer   Telephone No.: (714) 327-3049   Facsimile No.: (714) 668-9411
		(b)		Address for notices or communications to UBS:
				To:		UBS AG, London Branch c/o UBS Securities LLC
						299 Park Avenue
						New York, NY 10171
				Attn:		Dmitriy Mandel and Sanjeet Dewal
				Telephone:		(212) 821-2100
				Facsimile:		(212) 821-4610
				With a copy to:
				To:		Equities Legal Department
						677 Washington Boulevard
						Stamford, CT 06901
				Attn:		David Kelly and Gordon Kiesling
				Telephone:		(203) 719-0268
				Facsimile:		(203) 719-5627
				and:
				To:		Equities Volatility Trading
						677 Washington Boulevard
						Stamford, CT 06901
				Attn:		Brian Ward
				Telephone:		(203) 719-7330
				Facsimile:		(203) 719-7910

8. Representations and Warranties of Company

The representations and warranties of Company set forth in Section 3 of the Underwriting Agreement (the “ Underwriting Agreement ”) dated as of May 8, 2008 among Company and J.P. Morgan Securities Inc. and UBS

Securities LLC as representatives of the Underwriters party thereto (the “ Underwriters ”) are true and correct and are hereby deemed to be repeated to UBS as if set forth herein. Company hereby further represents and warrants to UBS that:

	(a)		Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of this Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.
	(b)		Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.
	(c)		No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “ Securities Act ”) or state securities laws.
	(d)		The Shares of Company initially issuable upon exercise of the Warrant by the net share settlement method (the “ Warrant Shares ”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrant following the exercise of the Warrant in accordance with the terms and conditions of the Warrant, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights.
	(e)		Company is not and will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
	(f)		Company is an “eligible contract participant” (as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended (the “ CEA ”)) because one or more of the following is true:
			Company is a corporation, partnership, proprietorship, organization, trust or other entity and:

	(A)		Company has total assets in excess of USD 10,000,000;
	(B)		the obligations of Company hereunder are guaranteed, or otherwise supported by a letter of credit or keepwell, support or other agreement, by an entity of the type described in Section 1a(12)(A)(i) through (iv), 1a(12)(A)(v)(I), 1a(12)(A)(vii) or 1a(12)(C) of the CEA; or
	(C)		Company has a net worth in excess of USD 1,000,000 and has entered into this Agreement in connection with the conduct of Company’s business or to manage the risk

associated with an asset or liability owned or incurred or reasonably likely to be owned or incurred by Company in the conduct of Company’s business.

(g)

Company and each of its affiliates is not, on the date hereof, in possession of any material non-public information with respect to Company.

9. Other Provisions:

	(a)		Opinions . Company shall deliver an opinion of counsel, dated as of the Trade Date, to UBS with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation.
	(b)		Repurchase Notices . Company shall, on any day on which Company effects any repurchase of Shares, promptly give UBS a written notice of such repurchase (a “ Repurchase Notice ”) on such day if following such repurchase, the number of outstanding Shares on such day, subject to any adjustments provided herein, is (i) less than 41.24 million (in the case of the first such notice) or (ii) thereafter more than 1.3 million less than the number of Shares included in the immediately preceding Repurchase Notice. Company agrees to indemnify and hold harmless UBS and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “ Indemnified Person ”) from and against any and all losses (including losses relating to UBS’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to this Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person actually may become subject to, as a result of Company’s failure to provide UBS with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person, such Indemnified Person shall promptly notify Company in writing, and Company, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Company may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Company agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Company shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then Company under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies provided for in this paragraph are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity. The indemnity and contribution agreements contained in this paragraph shall remain operative and in full force and effect regardless of the termination of this Transaction.
	(c)		Regulation M . Company is not on the date hereof engaged in a distribution, as such term is used in Regulation M under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), of any securities of Company, other than (i) a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M and (ii) the distribution of USD 175,000,000 principal amount of Convertible Senior Notes due 2015. Company shall not,

			until the second Scheduled Trading Day immediately following the Trade Date, engage in any such distribution.
	(d)		No Manipulation . Company is not entering into this Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Exchange Act.
	(e)		Transfer or Assignment . Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of UBS. UBS may, without Company’s consent, transfer or assign all or any part of its rights or obligation