0001193125-11-071272 Sample Contracts

QUARTZ SAND PRODUCTS PURCHASE AGREEMENT
Quartz Sand Products Purchase Agreement • March 18th, 2011 • Juniper Bond Holdings IV LLC • 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”).

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FORM OF DIRECTOR UNIT OPTION AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC
Director Unit Option Agreement • March 18th, 2011 • Juniper Bond Holdings IV LLC • Industrial organic chemicals • 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”).

UNIT OPTION AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC
Unit Option Agreement • March 18th, 2011 • Juniper Bond Holdings IV LLC • Industrial organic chemicals • 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”).

EXTENSION AND AMENDMENT TO QUARTZ SAND PRODUCTS PURCHASE AGREEMENT
Quartz Sand Products Purchase Agreement • March 18th, 2011 • Juniper Bond Holdings IV LLC • Industrial organic chemicals

This Extension and Amendment to Quartz Sand Products Purchase Agreement, effective as of December 31, 2010 (the “Extension and Amendment”), by and between Unimin Corporation (“Seller”) and Momentive Performance Materials Quartz, Inc. (formerly known as GE Quartz, Inc.) (“Buyer”). Defined terms used herein and not otherwise defined herein shall have the meanings given such terms in the “Agreement” (as defined herein below).

RESTRICTED DEFERRED UNIT AWARD AGREEMENT OF MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC
Restricted Deferred Unit Award Agreement • March 18th, 2011 • Juniper Bond Holdings IV LLC • Industrial organic chemicals • 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”).

Contract
Management Investor Rights Agreement • March 18th, 2011 • Juniper Bond Holdings IV LLC • Industrial organic chemicals • 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).

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