RESTRICTED COMMON STOCK AGREEMENT FOR OFFICERS HOLDING C, D AND E UNITSRestricted Common Stock Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • Delaware
WHEREAS, STR Holdings LLC (“Old LLC”) entered into that certain Incentive Unit Grant Agreement with the Holder dated as of [ ] (the “Grant Agreement”), whereby Old LLC granted incentive units of Old LLC to the Holder;
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STR HOLDINGS (NEW) LLCLimited Liability Company Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of STR Holdings (New) LLC (the “Company”) is made and entered into as of this [ ] day of [ ], 2009 (the “Effective Date”), by and among the Company and each of the Persons listed on the signature pages hereof as Members.
ContractSecond Lien Guarantee and Collateral Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet
SUPPLEMENT NO. 1 (this “Supplement”) dated as of November [•], 2009 to the Second Lien Guarantee and Collateral Agreement dated as of June 15, 2007 (the “Guarantee and Collateral Agreement”), among SPECIALIZED TECHNOLOGY RESOURCES, INC. (successor by merger to STR Acquisition, Inc.), a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Existing Holdings”), each Subsidiary of the Borrower from time to time party thereto (each such Subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (together with its affiliates, “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
ContractFirst Lien Guarantee and Collateral Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet
SUPPLEMENT NO. 1 (this “Supplement”) dated as of November [•], 2009 to the First Lien Guarantee and Collateral Agreement dated as of June 15, 2007 (the “Guarantee and Collateral Agreement”), among SPECIALIZED TECHNOLOGY RESOURCES, INC. (successor by merger to STR Acquisition, Inc.), a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Existing Holdings”), each Subsidiary of the Borrower from time to time party thereto (each such Subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (together with its affiliates, “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
RESTRICTED COMMON STOCK AGREEMENT FOR EXECUTIVE OFFICER HOLDING A UNITSRestricted Common Stock Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • Delaware
WHEREAS, STR Holdings (New) LLC (“New LLC”) entered into that certain Unit Grant Agreement with the Holder dated as of [ ] (the “Grant Agreement”), whereby New LLC granted units of New LLC to the Holder;
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of [ ], 2009 (this “Assignment and Assumption Agreement”), between STR Holdings LLC, a Delaware limited liability company (“Predecessor LLC”) and STR Holdings (New) LLC, a Delaware limited liability company (“New LLC” and together with any corporate successor to New LLC by way of conversion, “Newco”).
RESTRICTED COMMON STOCK AGREEMENT FOR ISSUANCES UNDER THE STR HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANRestricted Common Stock Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • Delaware
RESTRICTED COMMON STOCK AGREEMENT (this “Agreement”) made as of [ ] (the “Grant Date”), by and between STR Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of [ ] [ ], 2009 (this “Agreement”), is among STR Holdings (New) LLC, a Delaware limited liability company, (“Parent”), STR Merger, Inc., a Delaware corporation (“Merger Co.”), and Specialized Technology Resources, Inc., a Delaware Corporation (the “Company”).
UNIT GRANT AGREEMENTUnit Grant Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • New York
THIS UNIT GRANT AGREEMENT is made as of , 2009 (the “Agreement”), by and between STR Holdings (New) LLC, a Delaware limited liability company (the “Company”), and Dennis L. Jilot (the “Grantee”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • Delaware
This First Amended and Restated Limited Liability Company Agreement (this “Agreement”) of STR Holdings (New) LLC (the “Company”) is made and entered into as of this [ ] day of [ ], 2009, by Specialized Technology Resources, Inc. (the “Member”)
RESTRICTED COMMON STOCK AGREEMENT FOR HOLDERS OF F UNITSRestricted Common Stock Agreement • November 2nd, 2009 • STR Holdings (New) LLC • Unsupported plastics film & sheet • Delaware
WHEREAS, STR Holdings LLC (“Old LLC”) entered into that certain Incentive Unit Grant Agreement with the Holder dated as of [ ] (the “Grant Agreement”), whereby Old LLC granted incentive units of Old LLC to the Holder;
