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Management Rights Agreements

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1) 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)

Parties: BORDEN CHEMICAL FOUNDRY LLC | AP MOMENTIVE HOLDINGS, LLC | Apollo Capital Management VI, LLC | Apollo Group | Hexion LLC | Momentive Performance Materials Holdings Inc | MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC | Momentive Specialty Chemicals Holdings LLC
Law Firm: O'Melveny Myers
Document Date: 3/18/2011
Governing Law:Delaware


2) 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)

Parties: JUNIPER BOND HOLDINGS I LLC | AP MOMENTIVE HOLDINGS, LLC | Apollo Capital Management VI, LLC | Apollo Group | Hexion LLC | Momentive Performance Materials Holdings Inc | MOMENTIVE PERFORMANCE MATERIALS HOLDINGS LLC | Momentive Specialty Chemicals Holdings LLC
Law Firm: O'Melveny Myers
Document Date: 3/18/2011
Governing Law:Delaware


3) AMENDED AND RESTATED MANAGEMENT INVESTOR RIGHTS AGREEMENT dated as of January 5, 2011 (this " Agreement "), among Domus Holdings Corp., a Delaware corporation (the " Company "), the Apollo Holders (as such term is hereinafter defined) and the Holders that are parties hereto

Parties: REALOGY CORP | Domus Holdings Corp
Law Firm: Wachtell Lipton;Skadden Arps
Document Date: 3/4/2011
Industry: Real Estate Operations
Sector: Services
Governing Law:Delaware


4) WHEREAS, the parties hereto are party to that certain Management Investor Rights Agreement, dated as of January 28, 2008 (the "Existing Agreement")

Parties: CAESARS ENTERTAINMENT CORP | Apollo Hamlet Holdings B, LLC | Apollo Hamlet Holdings, LLC | Caesars Entertainment Corporation | Harrah's Entertainment, Inc | TPG Hamlet Holdings B, LLC | TPG Hamlet Holdings, LLC
Law Firm: Wachtell Lipton;O'Melveny Myers;Cleary Gottlieb
Document Date: 11/24/2010
Industry: Casinos and Gaming
Sector: Services
Governing Law:Delaware


5) ENVESTNET ASSET MANAGEMENT, INC. REGISTRATION RIGHTS AGREEMENT

Parties: ENVESTNET, INC. | Envestnet Asset Management, Inc | EnvestNet Group, Inc | EnvestNet, EnvestnetPMC, Inc | GRP Management Services Corp | Merchant Capital, Inc
Law Firm: Gardner Carton
Document Date: 3/26/2010
Industry: Investment Services
Sector: Financial
Governing Law:Illinois


6) FIRST AMENDMENT TO ENVESTNET ASSET MANAGEMENT GROUP, INC. REGISTRATION RIGHTS AGREEMENT

Parties: ENVESTNET, INC. | Cross Atlantic Partners, II, Inc | ENVESTNET ASSET MANAGEMENT GROUP, INC | Envestnet Asset Management, Inc | ENVESTNET GROUP, INC | Gordon Management, Inc | GRP Management Services Corp | Merchant Capital, Inc | ORCA BAY PARTNERS, LLC | PMG Equity Investors, LLC | RICHARD L AND F ANNETTE SCOTT FAMILY PARTNERSHIP, LTD | TAHOMA FUND, LLC
Document Date: 3/26/2010
Industry: Investment Services
Sector: Financial


7) CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT

Parties: CSG SYSTEMS INTERNATIONAL INC | Advance Newhouse Company | CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM | CSG Systems, Inc | Time Warner Entertainment Company, LP | TW Company | AOL Time Warner Inc | TWI Cable, Inc | Time Warner Cable Capital, LP, TWE, MediaOne TWE Holdings, Inc, Time Warner Cable Inc | Time Warner Communications
Document Date: 9/8/2009
Industry: Business Services
Sector: Services
Governing Law:Nebraska


8) MANAGEMENT RIGHTS AGREEMENT

Parties: YAYI INTERNATIONAL INC | SAIF Partners III LP | Tianjin Yayi Industrial Co, Ltd
Document Date: 6/19/2009
Industry: Software and Programming
Sector: Technology
Governing Law:New York


9) AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT

Parties: ALESCO FINANCIAL INC | Cohen Brothers, LLC
Document Date: 6/2/2009
Industry: Real Estate Operations
Sector: Services


10) AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT

Parties: ALESCO FINANCIAL INC | Cohen Brothers, LLC
Document Date: 6/2/2009
Industry: Real Estate Operations
Sector: Services


11) AGREEMENT

Parties: INMEDICA DEVELOPMENT CORP
Document Date: 2/9/2009
Industry: Computer Peripherals
Sector: Technology


12) FORM OF 2008 NON-MANAGEMENT DIRECTOR STOCK APPRECIATION RIGHTS AGREEMENT

Parties: Ralcorp Holdings, Inc
Document Date: 10/1/2008
Industry: Food Processing
Sector: Consumer/Non-Cyclical
Governing Law:Missouri


13) BUILDING MATERIALS HOLDING CORPORATION MANAGEMENT RETENTION UNIT AGREEMENT

Parties: BUILDING MATERIALS HOLDING CORP
Document Date: 5/12/2008
Industry: Retail (Home Improvement)
Sector: Services


14) EXECUTIVE MANAGEMENT AGREEMENT

Parties: KIT CAPITAL LIMITED | ROO GROUP, INC.,
Document Date: 12/26/2007
Industry: Computer Services
Sector: Technology
Governing Law:New York


15) Description of Verbal Amendment to Operation and Management Right Agreement, dated October 23, 2003, by and between Sale and Marketing Publishing House and Shenzhen Media Investment Co., Ltd. (the "Operation and Management Right Agreement")

Parties: CHINA MARKETING MEDIA HOLDINGS, INC. | Shenzhen Media Investment Co., Ltd
Document Date: 4/17/2007


16) SS&C TECHNOLOGIES, INC. MANAGEMENT RIGHTS AGREEMENT

Parties: SS&|C TECHNOLOGIES INC | Carlyle Partners IV, L.P., | CP IV Coinvestment, L.P., | Sunshine Acquisition Corporation
Law Firm: Latham & Watkins LLP
Document Date: 6/19/2006
Governing Law:Delaware


17) MANAGEMENT INVESTOR RIGHTS AGREEMENT

Parties: TRAVELERS ADVANTAGE SERVICES, INC. | AFFINION GROUP HOLDINGS, INC., | AFFINION GROUP HOLDINGS, LLC,
Law Firm: O?Melveny & Myers, LLP
Document Date: 5/8/2006
Governing Law:Delaware


18) AMENDMENT NO. 1 TO MANAGEMENT RIGHTS LETTER AGREEMENTS

Parties: EAGLE TEST SYSTEMS, INC. | TA IX L.P. | TA/ATLANTIC AND PACIFIC IV L.P. | TA STRATEGIC PARTNERS FUND A L.P. | TA STRATEGIC PARTNERS FUND B L.P. | TA INVESTORS LLC | TA SUBORDINATED DEBT FUND, L.P.
Document Date: 2/7/2006


19) Series A Convertible Preferred Stock,

Parties: EAGLE TEST SYSTEMS, INC. | Michael C. Child | Jameson J. McJunkin
Document Date: 2/7/2006


20) MANAGEMENT RIGHTS AGREEMENT

Parties: HAWAIIAN TELCOM, INC. | CARLYLE PARTNERS III HAWAII, L.P | CP III COINVESTMENT, L.P.
Law Firm: Latham & Watkins LLP
Document Date: 1/19/2006
Governing Law:Delaware


21) Re: Management Rights

Parties: NEFF RENTAL INC
Document Date: 1/3/2006
Governing Law:New York


22) MANAGEMENT RIGHTS AGREEMENT

Parties: NEFF RENTAL INC | Odyssey Investment Partners Fund III, L.P
Law Firm: Latham Watkins
Document Date: 1/3/2006
Governing Law:Delaware


23) MANAGEMENT RIGHTS AGREEMENT

Parties: VENUS BEAUTY SUPPLY INC | Gabriele M. Cerrone | Panetta Partners, Ltd
Document Date: 8/22/2005


24) MANAGEMENT RIGHTS PURCHASE AGREEMENT

Parties: Parthenon Management Partners, LLC, | SymbionARC Management Services, Inc.,
Law Firm: Sheppard, Mullin, Richter & Hampton LLP;Guth | Christopher LLP; Waller Lansden Dortch & Davis, PLLC
Document Date: 8/2/2005
Governing Law:California


25) Management Subscription Rights Plan

Parties: American Equity Investment Life Holding Company
Document Date: 7/28/2005
Industry: Insurance (Life)
Sector: Financial


26) AGREEMENT

Parties: HARBOR GLOBAL COMPANY LTD.
Document Date: 3/23/2005


27) CONTRACTUAL MANAGEMENT RIGHTS

Parties: Lake Capital Partners LP | Huron Consulting Group Inc
Document Date: 2/16/2005


28) EXHIBIT 4.10 ALTA CALIFORNIA PARTNERS III, L.P. MANAGEMENT RIGHTS, INVESTMENTS IN CERTAIN COUNTRIES, and INDEMNIFICATION

Parties: OCCAM NETWORKS INC/DE | ALTA CALIFORNIA PARTNERS III, L.P.
Document Date: 3/12/2004
Industry: Communications Equipment
Sector: Technology


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