NL Coop Holdings LLC Sample Contracts

UNIT OPTION AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC
Unit Option Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS AGREEMENT (the “Agreement”), dated as of February 23, 2011 between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).

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RESTRICTED DEFERRED UNIT AWARD AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC
Restricted Deferred Unit Award Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS AGREEMENT (the “Agreement”) is dated as of February 23, 2011 between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”).

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FORM OF DIRECTOR UNIT OPTION AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC
Director Unit Option Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

THIS AGREEMENT (the “Agreement”), dated as of February 23, 2011 between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).

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Contract
Management Investor Rights Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of February 23, 2011 (this “Agreement”), by and among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”) and the HOLDERS (as hereinafter defined).

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OPERATING AGREEMENT OF NL COOP HOLDINGS LLC
Operating Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This OPERATING AGREEMENT (this “Agreement”) of NL COOP Holdings LLC, a Delaware limited liability company (the “Company”), is made effective as of January 14, 2010, by Hexion Specialty Chemicals, Inc., as its sole member (the “Member”).

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