0001193125-07-216969 Sample Contracts

OFFTAKE AGREEMENT IN RELATION TO THE ASM SILICONE MONOMER PLANT AT MAP TA PHUT KINGDOM OF THAILAND
Offtake Agreement • October 11th, 2007 • Momentive Performance Materials Inc. • Industrial organic chemicals • England

*** - indicates Confidential Terms redacted pursuant to Rule 406. Such redacted material has been filed separately with the Securities Exchange Commission.

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QUARTZ SAND PRODUCTS PURCHASE AGREEMENT
Quartz Sand Products Purchase Agreement • October 11th, 2007 • Momentive Performance Materials Inc. • Industrial organic chemicals • Ohio

This Agreement, effective the 15th day of February, 2005, by and between UNIMIN CORPORATION, a Delaware corporation having its principal office at 258 Elm Street, New Canaan, Connecticut 06840 (hereinafter called “Seller), and GE QUARTZ, INC., a Delaware corporation having its principal office at 22557 West Lunn Road, Strongsville, Ohio 44149 (hereinafter called “Buyer”).

TRANSITION SERVICES AGREEMENT dated as of December 3, 2006 between GENERAL ELECTRIC COMPANY and MOMENTIVE PERFORMANCE MATERIALS HOLDINGS INC.
Transition Services Agreement • October 11th, 2007 • Momentive Performance Materials Inc. • Industrial organic chemicals

This Transition Services Agreement, dated as of December 3, 2006 (this “Agreement”), is made between General Electric Company, a New York corporation (“General Electric”) and Momentive Performance Materials Holdings Inc. (formerly Nautilus Holdings Acquisition Inc.), a Delaware corporation (“Momentive”).

INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT
Intellectual Property Cross License Agreement • October 11th, 2007 • Momentive Performance Materials Inc. • Industrial organic chemicals

THIS INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (“Agreement”) made this December 3, 2006 by and between General Electric Company, a New York corporation (“GE”), and Momentive Performance Materials Holdings Inc. (formerly Nautilus Holdings Acquisition Corp.), a Delaware corporation (“Acquiror”).

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