0001193125-14-457983 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 31st, 2014 • MPM Holdings Inc. • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 24, 2014, by and between MPM Holdings Inc., a Delaware corporation (the “Company”), and each stockholder of the Company who was issued shares of Company Common Stock in exchange for shares of New Common Stock issued in the 4(a)(2) Rights Offering, the 1145 Rights Offering, or pursuant to the Backstop Commitment Agreement (each such party as identified on Schedule I hereto, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 8(f) of this Agreement, a “Holder” and collectively, the “Holders”). The Company and the Holders are referred to collectively herein as the “Parties.”

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