MPM Holdings Inc. Common Stock, par value $0.01 per share Form of Underwriting AgreementMPM Holdings Inc. • October 31st, 2017 • Plastic materials, synth resins & nonvulcan elastomers • New York
MPM Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Company Shares”) of Common Stock, par value $0.01 per share, (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [●] shares and, at the election of the Underwriters, up to [●] additional shares of Stock (collectively, the “Stockholder Shares”). The aggregate of [●] shares to be sold by the Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of [●] additional shares to be sold by the Selling Stockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 here
REGISTRATION RIGHTS AGREEMENTRegistration 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.”
SECOND AMENDED AND RESTATED SHARED SERVICES AGREEMENT by and among MOMENTIVE SPECIALTY CHEMICALS INC., MOMENTIVE PERFORMANCE MATERIALS INC., and the other Persons party hereto Dated as of October 24, 2014Shared Services Agreement • February 13th, 2015 • MPM Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York
This Second Amended and Restated Shared Services Agreement is dated as of October 24, 2014 and is made and entered into by and among Momentive Specialty Chemicals Inc., a New Jersey corporation (together with its subsidiaries, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MSC”), Momentive Performance Materials Inc., a Delaware corporation (“MPM Inc.”), and those direct or indirect subsidiaries of MPM Inc. that are set forth on the signature pages hereto (collectively, either referred to as a “Service Provider” or “Recipient” of a specific Service or “MPM”). Capitalized terms have the meanings set forth in Article I.
