Momentive Performance Materials Inc. Sample Contracts

Momentive Performance Materials Inc. – Contract (November 9th, 2018)

Entered into a definitive merger agreement whereby Momentive will be acquired in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension and OPEB liabilities.

Momentive Performance Materials Inc. – AMENDMENT NO. 2 to TRADEMARK LICENSE AGREEMENT (November 9th, 2018)

AMENDMENT NO. 2 (this “Amendment”) to TRADEMARK LICENSE AGREEMENT dated December 3, 2006 (as amended through the date hereof, the “License Agreement”) by and among GE Monogram Licensing International (full legal entity name being Monogram Licensing International Inc.), a Delaware corporation (“Monogram”), Momentive Performance Materials Inc., a Delaware corporation (“Momentive”) and General Electric Company, a New York corporation (“GE”). This Amendment shall become effective as of the date of the last signature below.

Momentive Performance Materials Inc. – AGREEMENT AND PLAN OF MERGER* (September 19th, 2018)
Momentive Performance Materials Inc. – MPM Holdings Inc. Enters into Agreement to be Acquired by Investor Group Consisting of SJL Partners, KCC Corporation and Wonik QnC Corporation (September 13th, 2018)

WATERFORD, NY & SEOUL, September 13, 2018– MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ), a global silicones and advanced materials company, and SJL Partners LLC (“SJL”), KCC Corporation (KS: 002380) (“KCC”) and Wonik QnC Corporation (KOSDAQ: 074600) (“Wonik”) (collectively, the “Investor Group”), today announced that they have entered into a definitive merger agreement whereby the Investor Group will acquire Momentive in a transaction valued at approximately $3.1 billion, including the assumption of net debt, pension and OPEB liabilities.

Momentive Performance Materials Inc. – Contract (August 14th, 2018)

WATERFORD, N.Y. (August 14, 2018) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced results for the second quarter ended June 30, 2018.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (August 9th, 2018)

WATERFORD, N.Y. (August 9, 2018) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Second Quarter 2018 results on Tuesday, August 14, 2018, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the second quarter ended June 30, 2018 prior to the opening of the market on August 14 2018.

Momentive Performance Materials Inc. – Contract (May 8th, 2018)

WATERFORD, N.Y. (May 8, 2018) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced results for the first quarter ended March 31, 2018.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (May 4th, 2018)

WATERFORD, N.Y. (May 4, 2018) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss First Quarter 2018 results on Tuesday, May 8, 2018, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the first quarter ended March 31, 2018 prior to the opening of the market on on May 8, 2018.

Momentive Performance Materials Inc. – MPM HOLDINGS INC. RESTRICTED STOCK UNIT GRANT CERTIFICATE (April 30th, 2018)

THIS RESTRICTED STOCK UNIT GRANT CERTIFICATE (this “Agreement”), dated as of April 2, 2018 (the “Date of Grant”), is made by and between MPM Holdings Inc., a Delaware corporation (the “Company”), and [_______] (the “Grantee”).

Momentive Performance Materials Inc. – Contract (March 20th, 2018)

Momentive – Business & Strategy Update Q1 2018 Copyright © 2018 Momentive Performance Materials Inc. All rights reserved. CONFIDENTIAL

Momentive Performance Materials Inc. – AMENDMENT AGREEMENT (this “Agreement”) dated as of March 2, 2018, among MPM INTERMEDIATE HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA LLC (f/k/a Momentive Performance Materials USA Inc.), a Delaware limited liability company (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH, a company organized under the laws of Germany (the “Germany Silicone Borrower”), MOMENTIVE PERFORMANCE MATERIALS QUARTZ GMBH, a company organized under the laws of Germany (the “Germa (March 2nd, 2018)

AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENT dated as of March 2, 2018 (this “Agreement”), among MPM INTERMEDIATE HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA LLC (f/k/a Momentive Performance Materials USA Inc.), a Delaware limited liability company (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH, a company organized under the laws of Germany (the “Germany Silicone Borrower”), MOMENTIVE PERFORMANCE MATERIALS QUARTZ GMBH, a company organized under the laws of Germany (the “Germany Quartz Borrower”), MOMENTIVE PERFORMANCE MATERIALS NOVA SCOTIA ULC, an unlimited company incorporated under the laws of the Province of Nova Scotia, Canada (the “Canadian Borrower”; the Canadian Borrower, the Germany Silicone Borrower, the Germany Quartz Borrower and the U.S. Borrower each a “Borrower” and collectively the “Borrowers”), the LENDERS party

Momentive Performance Materials Inc. – Contract (February 8th, 2018)

WATERFORD, N.Y. (February 8, 2018) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced results for the fourth quarter and year ended December 31, 2017.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (February 6th, 2018)

WATERFORD, N.Y. (February 6, 2018) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Fourth Quarter and Fiscal Year 2017 results on Thursday, February 8, 2018, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the fourth quarter and year ended December 31, 2017 prior to the opening of the market on February 8, 2018.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (November 17th, 2017)

This news release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Momentive Performance Materials Inc. – Contract (October 31st, 2017)

Segment EBITDA of $67 million, a 2% increase year-over-year, production facility turnarounds impact the comparability of year-over-year results by $7 million

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (October 26th, 2017)

WATERFORD, N.Y. (October 26, 2017) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Third Quarter 2017 results on Tuesday, October 31, 2017, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the third quarter ended September 30, 2017 prior to the opening of the market on October 31, 2017.

Momentive Performance Materials Inc. – Contract (August 8th, 2017)

WATERFORD, N.Y. (August 8, 2017) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced results for the second quarter ended June 30, 2017.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (August 3rd, 2017)

WATERFORD, N.Y. (August 3, 2017) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Second Quarter 2017 results on Tuesday, August 8, 2017, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the second quarter ended June 30, 2017 prior to the opening of the market on August 8, 2017.

Momentive Performance Materials Inc. – Contract (May 10th, 2017)

•Recently completed the strategic acquisition of Sea Lion Technology, Inc. and opened a new research and development center in Charlotte, N.C.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (May 4th, 2017)

WATERFORD, N.Y. (May 4, 2017) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss First Quarter 2017 results on Wednesday, May 10, 2017, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the first quarter ended March 31, 2017 prior to the opening of the market on May 10, 2017.

Momentive Performance Materials Inc. – Contract (March 7th, 2017)

WATERFORD, N.Y. (March 7, 2017) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced results for the fourth quarter and year ended December 31, 2016.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (March 2nd, 2017)

WATERFORD, N.Y. (March 2, 2017) – MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Fourth Quarter and Fiscal Year 2016 results on Tuesday, March 7, 2017, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the fourth quarter and year end ended December 31, 2016 prior to the opening of the market on March 7, 2017.

Momentive Performance Materials Inc. – Contract (November 8th, 2016)

WATERFORD, N.Y. (November 8, 2016) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced results for the third quarter ended September 30, 2016.

Momentive Performance Materials Inc. – 260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (November 3rd, 2016)

WATERFORD, N.Y. (November 3, 2016) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Third Quarter 2016 results on Tuesday, November 8, 2016, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the third quarter ended September 30, 2016 prior to the opening of the market on November 8, 2016.

Momentive Performance Materials Inc. – Contract (August 9th, 2016)

Segment EBITDA was $66 million, an increase of 61% sequentially and 10% year-over-year. On a constant currency basis, Segment EBITDA increased 15% year-over-year.

Momentive Performance Materials Inc. – 260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (August 4th, 2016)

WATERFORD, N.Y. (August 4, 2016) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Second Quarter 2016 results on Tuesday, August 9, 2016, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the second quarter ended June 30, 2016 prior to the opening of the market on August 9, 2016.

Momentive Performance Materials Inc. – 260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (August 4th, 2016)

WATERFORD, N.Y. (August 4, 2016) - MPM Holdings Inc. (“Momentive”) today announced that Theodore (Ted) Butz has been elected to Momentive’s Board of Directors, effective immediately. Mr. Butz will also be a member of the Environment, Health & Safety Committee. Mr. Butz replaces Jason G. New who resigned from Momentive’s Board of Directors on August 4, 2016.

Momentive Performance Materials Inc. – Contract (May 10th, 2016)

Net sales were $536 million, a decrease of 2% sequentially and 7% year-over-year. On a constant currency basis, net sales would have decreased 5% year-over-year

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (May 3rd, 2016)

WATERFORD, N.Y. (May 3, 2016) - MPM Holdings Inc. (“Momentive” or the “Company”) today announced it will host a teleconference to discuss First Quarter 2016 results on Tuesday, May 10, 2016, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the first quarter March 31, 2016 prior to the opening of the market on May 10, 2016.

Momentive Performance Materials Inc. – Contract (March 1st, 2016)

Continued to execute on longterm strategic plan by investing in the growth of our specialty product portfolio. Flagship $30 million NXT* silane capacity expansion at the Company’s Leverkusen, Germany, facility is expected to come online in late 2017

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (February 23rd, 2016)

WATERFORD, N.Y. (February 23, 2016) - MPM Holdings Inc. (“Momentive” or the “Company”) today announced it will host a teleconference to discuss Fourth Quarter and Fiscal Year 2015 results on Tuesday, March 1, 2016, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the fourth quarter and year ended December 31, 2015 prior to the opening of the market on March 1, 2016.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (May 15th, 2015)

WATERFORD, N.Y. (May 15, 2015) - Momentive Performance Materials Inc. (“Momentive” or the “Company”) today announced results for the first quarter ended March 31, 2015.

Momentive Performance Materials Inc. – Momentive Performance Materials Inc.260 Hudson River RoadWaterford, NY 12188momentive.com NEWS RELEASE (May 5th, 2015)

WATERFORD, N.Y. (May 5, 2015) - Momentive Performance Materials Inc. (“Momentive” or the “Company”) today announced that Erick R. Asmussen has been named Senior Vice President and Chief Financial Officer of the Company effective May 26, 2015. As a result of the new appointment, Brian Berger will resign the position of Interim Chief Financial Officer, which he has held since October 24, 2014.

Momentive Performance Materials Inc. – 2015 CASH-BASED LONG-TERM INCENTIVE AWARD AGREEMENT (March 30th, 2015)

THIS AGREEMENT (the “Agreement”) is between MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”).

Momentive Performance Materials Inc. – MPM HOLDINGS INC. RESTRICTED STOCK UNIT GRANT CERTIFICATE (March 30th, 2015)

THIS RESTRICTED STOCK UNIT GRANT CERTIFICATE (this “Agreement”), dated as of [________], 2015 (the “Date of Grant”), is made by and between MPM Holdings Inc., a Delaware corporation (the “Company”), and [_______] (the “Grantee”).