NL Coop Holdings LLC Sample Contracts

UNIT OPTION AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC

Unit Option Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

• Contract Type
  Unit Option Agreement
• Filed
  March 18th, 2011
• Company
  NL Coop Holdings LLC
• Industry
  Plastic materials, synth resins & nonvulcan elastomers
• Jurisdiction
  Delaware

THIS AGREEMENT (the “Agreement”), dated as of February 23, 2011 between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).

RESTRICTED DEFERRED UNIT AWARD AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC

Restricted Deferred Unit Award Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

• Contract Type
  Restricted Deferred Unit Award Agreement
• Filed
  March 18th, 2011
• Company
  NL Coop Holdings LLC
• Industry
  Plastic materials, synth resins & nonvulcan elastomers
• Jurisdiction
  Delaware

THIS AGREEMENT (the “Agreement”) is dated as of February 23, 2011 between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Participant set forth on the signature page to this Agreement (the “Participant”).

FORM OF DIRECTOR UNIT OPTION AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC

Director Unit Option Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

• Contract Type
  Director Unit Option Agreement
• Filed
  March 18th, 2011
• Company
  NL Coop Holdings LLC
• Industry
  Plastic materials, synth resins & nonvulcan elastomers
• Jurisdiction
  Delaware

THIS AGREEMENT (the “Agreement”), dated as of February 23, 2011 between MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).

Contract

Management Investor Rights Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

• Contract Type
  Management Investor Rights Agreement
• Filed
  March 18th, 2011
• Company
  NL Coop Holdings LLC
• Industry
  Plastic materials, synth resins & nonvulcan elastomers
• Jurisdiction
  Delaware

MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of February 23, 2011 (this “Agreement”), by and among MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC, a Delaware limited liability company (the “Company”) and the HOLDERS (as hereinafter defined).

OPERATING AGREEMENT OF NL COOP HOLDINGS LLC

Operating Agreement • March 18th, 2011 • NL Coop Holdings LLC • Plastic materials, synth resins & nonvulcan elastomers • Delaware

• Contract Type
  Operating Agreement
• Filed
  March 18th, 2011
• Company
  NL Coop Holdings LLC
• Industry
  Plastic materials, synth resins & nonvulcan elastomers
• Jurisdiction
  Delaware

This OPERATING AGREEMENT (this “Agreement”) of NL COOP Holdings LLC, a Delaware limited liability company (the “Company”), is made effective as of January 14, 2010, by Hexion Specialty Chemicals, Inc., as its sole member (the “Member”).