0000950137-06-009508 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 28th, 2006 • Nanophase Technologies Corporation • Miscellaneous primary metal products • Delaware

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of August 25, 2006 by and between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation located at 1319 Marquette Drive, Romeoville, Illinois (the “Company”), and ROHM AND HAAS ELECTRONIC MATERIALS CMP HOLDINGS, INC., a Delaware corporation (the “Purchaser”).

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AMENDED AND RESTATED COOPERATION AGREEMENT
Cooperation Agreement • August 28th, 2006 • Nanophase Technologies Corporation • Miscellaneous primary metal products • Delaware

THIS AMENDED AND RESTATED COOPERATION AGREEMENT is made as of the 25th day of August, 2006, by and between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation, with offices at 1319 Marquette Drive, Romeoville, Illinois 60446, (“Nanophase”) and ROHM AND HAAS ELECTRONIC MATERIALS CMP INC., a Delaware corporation, with offices at 451 Bellevue Road, Newark, DE 19713 (“RHEM”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 28th, 2006 • Nanophase Technologies Corporation • Miscellaneous primary metal products • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of August 25, 2006, by and between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation located at 1319 Marquette Drive, Romeoville, Illinois (the “Company”), and ROHM AND HAAS ELECTRONIC MATERIALS CMP HOLDINGS, INC., a Delaware corporation (the “Purchaser”).

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