0001047469-09-010255 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

This Employment Agreement (the “Agreement”), dated as of June 15, 2007, is made by and between SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (together with any successor thereto, the “Company”), and BARRY A. MORRIS, of Enfield, Connecticut (the “Executive”).

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RESTRICTED COMMON STOCK AGREEMENT FOR OFFICERS HOLDING C, D AND E UNITS
Restricted Common Stock Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

WHEREAS, STR Holdings LLC (“Old LLC”) entered into that certain Incentive Unit Grant Agreement with the Holder dated as of June 15, 2007 (the “Grant Agreement”), whereby Old LLC granted incentive units of Old LLC to the Holder;

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 6, 2009, among STR Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and the Persons named on the signature pages hereto (including any additional signatories to this Agreement after the date hereof, the “Stockholders”).

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INDEMNITY AGREEMENT
Indemnity Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

This Indemnity Agreement (“Agreement”) is made as of November 6, 2009 by and between STR Holdings, Inc. a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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Contract
STR Holdings, Inc. • November 17th, 2009 • Unsupported plastics film & sheet • New York

AMENDMENT No. 1 dated as of October 5, 2009 (this “Amendment”), to the Second Lien Credit Agreement dated as of June 15, 2007 as amended, supplemented or otherwise modified (the “Credit Agreement”), among STR ACQUISITION INC., a Delaware corporation which substantially simultaneously with the execution thereof merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Existing Holdings”), the Lenders (as defined in the Credit Agreement), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity the “Collateral Agent”) for the Lenders.

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SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral Agent
Second Lien Guarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).

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SECOND LIEN CREDIT AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral Agent
Second Lien Credit Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).

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NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of [ ] (the “Date of Grant”) between STR Holdings, Inc., a Delaware corporation (with any successor, the “Company”), and [ ] (the “Participant”):

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Contract
Guarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet

SUPPLEMENT NO. 1 (this “Supplement”) dated as of November 5, 2009 to the Second Lien Guarantee and Collateral Agreement dated as of June 15, 2007 (the “Guarantee and Collateral Agreement”), among SPECIALIZED TECHNOLOGY RESOURCES, INC. (successor by merger to STR Acquisition, Inc.), a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Existing Holdings”), each Subsidiary of the Borrower from time to time party thereto (each such Subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, the Borrower and Holdings are referred to collectively herein as the “Grantors”) and CREDIT SUISSE (together with its affiliates, “Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).

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INTERCREDITOR AGREEMENT dated as of June 15, 2007, among STR ACQUISITION, INC., as Borrower, STR HOLDINGS LLC as Holdings,
Intercreditor Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

INTERCREDITOR AGREEMENT dated as of June 15, 2007 (this “Agreement”), STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), CREDIT SUISSE, as collateral agent for the First Lien Lenders (as defined below) (in such capacity the “First Lien Collateral Agent”), and CREDIT SUISSE, as collateral agent for the Second Lien Lenders (as defined below) (in such capacity, the “Second Lien Collateral Agent”).

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FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 among STR ACQUISITION, INC., STR HOLDINGS LLC, the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE, as Collateral Agent
First Lien Guarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).

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FIRST LIEN CREDIT AGREEMENT dated as of June15, 2007 among STR ACQUISITION, INC., (to be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC.) STR HOLDINGS LLC, THE LENDERS PARTY HERETO, CREDIT SUISSE, as Administrative Agent and Collateral Agent
First Lien Guarantee and Collateral Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of June 15, 2007 (this “Agreement”), among STR ACQUISITION, INC., a Delaware corporation, which substantially simultaneously with the execution hereof shall be merged with and into SPECIALIZED TECHNOLOGY RESOURCES, INC., a Delaware corporation (“STR”), with STR being the surviving entity (the “Borrower”), STR HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Subsidiaries of the Borrower from time to time party hereto and CREDIT SUISSE (“Credit Suisse”), as collateral agent (in such capacity, the “Collateral Agent”).

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AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN SPECIALIZED TECHNOLOGY RESOURCES, INC. AND DENNIS L. JILOT
Employment Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Nevada

This Amendment (the “Amendment”) to that certain Employment Agreement (the “Agreement”) by and between Specialized Technology Resources, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and Dennis L. Jilot (the “Executive”), dated as of July 18, 2008, is made as of the date hereof by and between the Company and the Executive.

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RESTRICTED COMMON STOCK AGREEMENT FOR EXECUTIVE OFFICER HOLDING A UNITS
Restricted Common Stock Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

WHEREAS, STR Holdings (New) LLC (“New LLC”) entered into that certain Unit Grant Agreement with the Holder dated as of November 5, 2009 (the “Grant Agreement”), whereby New LLC granted units of New LLC to the Holder;

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STR HOLDINGS (NEW) LLC
Joinder Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of STR Holdings (New) LLC (the “Company”) is made and entered into as of this 5th day of November, 2009 (the “Effective Date”), by and among the Company and each of the Persons listed on the signature pages hereof as Members.

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of November 5, 2009 (this “Assignment and Assumption Agreement”), between STR Holdings LLC, a Delaware limited liability company (“Predecessor LLC”) and STR Holdings (New) LLC, a Delaware limited liability company (“New LLC” and together with any corporate successor to New LLC by way of conversion, “Newco”).

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RESTRICTED COMMON STOCK AGREEMENT FOR ISSUANCES UNDER THE STR HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN
Restricted Common Stock Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

RESTRICTED COMMON STOCK AGREEMENT (this “Agreement”) made as of [ ] (the “Grant Date”), by and between STR Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

This SUBSCRIPTION AGREEMENT, dated as of September 30, 2009 (this “Agreement”), is by and between Specialized Technology Resources, Inc. (the “Subscriber”), and STR Holdings (New) LLC (the “Company”).

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of November 5, 2009 (this “Agreement”), is among STR Holdings (New) LLC, a Delaware limited liability company, (“Parent”), STR Merger, Inc., a Delaware corporation (“Merger Co.”), and Specialized Technology Resources, Inc., a Delaware Corporation (the “Company”).

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UNIT GRANT AGREEMENT
Unit Grant Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • New York

THIS UNIT GRANT AGREEMENT is made as of November 6, 2009 (the “Agreement”), by and between STR Holdings (New) LLC, a Delaware limited liability company (the “Company”), and Dennis L. Jilot (the “Grantee”).

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Contract
Agreement • November 17th, 2009 • STR Holdings, Inc. • Unsupported plastics film & sheet • Delaware

THIS AGREEMENT (the “Award Agreement”) is made effective as of [ ] (the “Date of Grant”) between STR Holdings, Inc., a Delaware corporation (with any successor, the “Company”), and [ ] (the “Participant”):

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