Common use of Execution of the Exchange Agreement Clause in Contracts

Execution of the Exchange Agreement. Notwithstanding anything herein to the contrary, the Underwriters and the Selling Stockholder agree and acknowledge that (a) GE, in its sole discretion, may decide not to execute the Exchange Agreement and not to transfer the Shares to the Selling Stockholder in accordance with the Exchange Agreement, and (b) subject to Section 13 hereof, neither the Company nor GE shall be liable to any Underwriter, the Selling Stockholder or any other person for any losses, claims, damages or liabilities that may result from GE’s decision not to execute the Exchange Agreement and not to transfer the Shares to the Underwriters in accordance with the Exchange Agreement. Very truly yours, GE HEALTHCARE TECHNOLOGIES INC. By: Name: [●] Title: [●] [Signature Page to Underwriting Agreement] GENERAL ELECTRIC COMPANY By: Name: [●] Title: [●] XXXXXX XXXXXXX & CO. LLC, as Selling Stockholder By: Name: [●] Title: [●] Accepted as of the date hereof Evercore Group L.L.C. Xxxxxx Xxxxxxx & Co. LLC By: Evercore Group L.L.C. By: Name: [●] Title: [●] By: Xxxxxx Xxxxxxx & Co. LLC By: Name: [●] Title: [●] Acting on behalf of themselves and the several Underwriters named in Schedule I hereto Evercore Group L.L.C. [ ●] Xxxxxx Xxxxxxx & Co. LLC [ ●] BofA Securities, Inc. [ ●] Citigroup Global Markets Inc. [ ●] Xxxxxxx Xxxxx & Co. LLC [ ●] [●] [ ●] Total: [ ●] 1. Preliminary Prospectus issued [●], 2023 2. Pricing information orally communicated by the underwriters: (a) Public Offering Price of the Shares: [●] (b) Number of Firm Shares to be purchased by the Underwriters: [●] Persons Delivering Lock-Up Agreements Xxxxx X. Xxxxxxx

Execution of the Exchange Agreement. Notwithstanding anything herein to the contrary, the Underwriters and the Selling Stockholder agree and acknowledge that (a) GE, in its sole discretion, may decide not to execute the Exchange Agreement and not to transfer the Shares to the Selling Stockholder in accordance with the Exchange Agreement, and (b) subject to Section 13 hereof, neither the Company nor GE shall be liable to any Underwriter, the Selling Stockholder or any other person for any losses, claims, damages or liabilities that may result from GE’s decision not to execute the Exchange Agreement and not to transfer the Shares to the Underwriters in accordance with the Exchange Agreement. Very truly yours, GE HEALTHCARE TECHNOLOGIES INC. By: /s/ Xxxxxx X’Xxxx Name: [●] Xxxxxx X’Xxxx Title: [●] Treasurer [Signature Page to Underwriting Agreement] GENERAL ELECTRIC COMPANY By: /s/ Xxxxxx Xxxxxxxxx Name: [●] Xxxxxx Xxxxxxxxx Title: Authorized Signatory [●Signature Page to Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC, as Selling Stockholder By: /s/ Xxxxx Xxxxxx Name: [●] Xxxxx Xxxxxx Title: Executive Director [●Signature Page to Underwriting Agreement] Accepted as of the date hereof Evercore Group L.L.C. Xxxxxx Xxxxxxx & Co. LLC By: Evercore Group L.L.C. By: Name: [●] Title: [●] BofA Securities, Inc. By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxx Name: [●] Xxxxx Xxxx Title: [●] Managing Director By: BofA Securities, Inc. By: /s/ Xxxxxxxx XxxXxxxxx Name: Xxxxxxxx XxxXxxxxx Title: Managing Director Acting on behalf of themselves and the several Underwriters named in Schedule I hereto Evercore Group L.L.C. [ ●] Xxxxxx Xxxxxxx & Co. LLC [ ●] 2,640,685 BofA Securities, Inc. [ ●] 2,640,685 Citigroup Global Markets Inc. [ ●] 1,135,093 Evercore Group L.L.C 1,135,093 Xxxxxxx Xxxxx & Co. LLC [ ●] [●] [ ●] 1,135,093 X.X. Xxxxxx Securities LLC 1,135,093 BNP Paribas Securities Corp. 363,230 Credit Agricole Securities (USA) Inc. 363,230 HSBC Securities (USA) Inc. 363,230 SMBC Nikko Securities America, Inc. 363,230 SG Americas Securities, LLC 363,230 Commerz Markets LLC 229,856 Rothschild & Co US Inc. 229,856 Santander US Capital Markets LLC 229,856 UniCredit Capital Markets LLC 229,856 CastleOak Securities, L.P 110,671 Loop Capital Markets LLC 110,671 Xxxxxxxx Financial Group, Inc. 110,671 Xxxxxx X. Xxxxxxx & Company, Inc. 110,671 Total: [ ●]13,000,000 1. Preliminary Prospectus issued [●]February 15, 20232024 2. Pricing information orally communicated by the underwritersUnderwriters: (a) Public Offering Price of the Shares: [●]$82.25 (b) Number of Firm Shares to be purchased by the Underwriters: [●] Persons Delivering Lock-Up Agreements Xxxxx X. Xxxxxxx13,000,000

Execution of the Exchange Agreement. Notwithstanding anything herein to the contrary, the Underwriters and the Selling Stockholder agree and acknowledge that (a) GE, in its sole discretion, may decide not to execute the Exchange Agreement and not to transfer the Shares to the Selling Stockholder in accordance with the Exchange Agreement, and (b) subject to Section 13 hereof, neither the Company nor GE shall be liable to any Underwriter, the Selling Stockholder or any other person for any losses, claims, damages or liabilities that may result from GE’s decision not to execute the Exchange Agreement and not to transfer the Shares to the Underwriters in accordance with the Exchange Agreement. Very truly yours, GE HEALTHCARE TECHNOLOGIES INC. By: /s/ Xxxxxx X’Xxxx Name: [●] Xxxxxx X’Xxxx Title: [●] Treasurer [Signature Page to Underwriting Agreement] GENERAL ELECTRIC COMPANY By: /s/ Xxxxxx Xxxxxxxxx Name: [●] Xxxxxx Xxxxxxxxx Title: Authorized Signatory [●Signature Page to Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC, as Selling Stockholder By: /s/ Xxxxx Xxxxxx Name: [●] Xxxxx Xxxxxx Title: [●] Executive Director Accepted as of the date hereof Evercore Group L.L.C. Xxxxxx Xxxxxxx & Co. LLC By: Evercore Group L.L.C. By: Name: [●] Title: [●] By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxxxx Name: [●] Xxxxx Xxxxxx Title: [●] Executive Director Acting on behalf of themselves itself and the several Underwriters named in Schedule I hereto Evercore Group L.L.C. [ ●] Xxxxxx Xxxxxxx & Co. LLC [ ●] BofA Securities, Inc. [ ●] Citigroup Global Markets Inc. [ ●] Xxxxxxx Xxxxx & Co. LLC [ ●] [●] [ ●] 14,000,000 Total: [ ●]14,000,000 1. Preliminary Prospectus issued [●]Free Writing Prospectus, 2023filed March 12, 2024, in the form attached hereto as Exhibit C 2. Pricing information orally communicated by the underwritersUnderwriters: (a) Public Offering Price of the Shares: [●]Variable (b) Number of Firm Shares to be purchased by the Underwriters: [●] 14,000,000 Persons Delivering Lock-Up Agreements Xxxxx X. XxxxxxxFORMS OF LOCK-UP LETTERS March 12, 2024 CHICAGO — GE HealthCare Technologies Inc. (Nasdaq: GEHC) (the “Company” or “GE HealthCare”) announced today the launch of a secondary underwritten public offering (the “Offering”) of 13,000,000 shares of its common stock (the “GEHC Shares”). GE HealthCare is not selling any shares of common stock and will not receive any proceeds from the sale of the GEHC Shares in the Offering or from the debt-for-equity exchange (as described below). Prior to the closing of the Offering, General Electric Company (“GE”) is expected to exchange the GEHC Shares for indebtedness of GE held by Xxxxxx Xxxxxxx Bank, N.A. (the “MS Xxxxxx”), an affiliate of Xxxxxx Xxxxxxx & Co. LLC, the selling stockholder in the Offering by designation of the MS Xxxxxx. Following the debt-for-equity exchange, if consummated, Xxxxxx Xxxxxxx & Co. LLC, as the selling stockholder in the Offering, intends to sell the GEHC Shares to the underwriter in the Offering. The selling stockholder in the Offering has granted the underwriter an option to purchase additional shares of GE HealthCare common stock for settlement on or before March 28, 2024. Xxxxxx Xxxxxxx is acting as the sole book-running manager for the Offering. Xxxxxx Xxxxxxx proposes to offer the GEHC Shares from time to time in one or more transactions on The Nasdaq Stock Market LLC, in the over-the-counter market or through negotiated transactions at market prices or at negotiated prices. The Company has filed an automatically effective shelf registration statement (including a prospectus) on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the Offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this Offering. The Offering will be made only by means of a free writing prospectus, the prospectus and the accompanying prospectus supplement relating to the Offering. You may obtain these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, copies of the free writing prospectus, the prospectus and, when available, the accompanying prospectus supplement relating to the Offering may be obtained from Xxxxxx Xxxxxxx & Co. LLC, Attention: Prospectus Department, 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. GE HealthCare is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator, dedicated to providing integrated solutions, services, and data analytics to make hospitals more efficient, clinicians more effective, therapies more precise, and patients healthier and happier. Serving patients and providers for more than 100 years, GE HealthCare is advancing personalized, connected, and compassionate care, while simplifying the patient’s journey across the care pathway. Together our Imaging, Ultrasound, Patient Care Solutions, and Pharmaceutical Diagnostics businesses help improve patient care from diagnosis, to therapy, to monitoring. We are a $19.6 billion business with 51,000 colleagues working to create a world where healthcare has no limits. Forward-Looking Statements This release contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will,” “expect,” “may,” “would,” “could,” “plan,” and similar expressions. These forward-looking statements may include, but are not limited to, statements about the size, timing or results of the Offering and the selling stockholders’ intent to offer shares of common stock, and reflect management’s current plans, estimates and expectations and are inherently uncertain. The inclusion of any forward-looking information in this release should not be regarded as a representation that the future plans, estimates or expectations contemplated will be achieved. These forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control. Factors that could cause actual results to differ materially from those described in the Company’s forward-looking statements include, but are not limited to, operating in highly competitive markets; our ability to control increases in healthcare costs and any subsequent effect on demand for the Company’s products, services, or solutions; the Company’s ability to operate effectively as an independent, publicly-traded company; and the other factors detailed in the Company’s Registration Statement on Form S-3 filed on February 15, 2024, as well as other risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Please also see the “Risk Factors” section of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission and any updates or amendments it makes in future filings. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. The Company does not undertake any obligation to update or revise its forward-looking statements except as required by applicable law or regulation. Contacts

Execution of the Exchange Agreement. Notwithstanding anything herein to the contrary, the Underwriters and the Selling Stockholder agree and acknowledge that (a) GE, in its sole discretion, may decide not to execute the Exchange Agreement and not to transfer the Shares to the Selling Stockholder in accordance with the Exchange Agreement, and (b) subject to Section 13 hereof, neither the Company nor GE shall be liable to any Underwriter, the Selling Stockholder or any other person for any losses, claims, damages or liabilities that may result from GE’s decision not to execute the Exchange Agreement and not to transfer the Shares to the Underwriters in accordance with the Exchange Agreement. Very truly yours, GE HEALTHCARE TECHNOLOGIES INC. By: /s/ Xxxxxx X’Xxxx Name: [●] Xxxxxx X’Xxxx Title: [●] Treasurer [Signature Page to Underwriting Agreement] GENERAL ELECTRIC COMPANY By: /s/ Xxxxxx Xxxxxxxxx Name: [●] Xxxxxx Xxxxxxxxx Title: Authorized Signatory [●Signature Page to Underwriting Agreement] XXXXXX XXXXXXX & CO. LLC, as Selling Stockholder By: /s/ Xxxxx Xxxxxx Name: [●] Xxxxx Xxxxxx Title: Executive Director [●Signature Page to Underwriting Agreement] Accepted as of the date hereof Evercore Group L.L.C. X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Xxxxxx Xxxxxxx & Co. LLC By: Evercore Group L.L.C. X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxx Xxxxxxx Name: [●] Xxxxxxxx Xxxxxxx Title: [●] Managing Director, Head of Healthcare ECM By: Citigroup Global Markets Inc. By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxx Xxxx Name: [●] Xxxxx Xxxx Title: [●] Managing Director Acting on behalf of themselves and the several Underwriters named in Schedule I hereto Evercore Group L.L.C. [ ●] X.X. Xxxxxx Securities LLC 6,640,651 Citigroup Global Markets Inc. 5,312,521 Xxxxxx Xxxxxxx & Co. LLC [ ●] BofA Securities, Inc. [ ●] Citigroup Global Markets Inc. [ ●] Xxxxxxx Xxxxx & Co. LLC [ ●] [●] [ ●] 1,328,130 Total: [ ●]13,281,302 1. Preliminary Prospectus issued [●]Free Writing Prospectus, 2023filed November 7, 2024, in the form attached hereto as Exhibit C 2. Pricing information orally communicated by the underwritersUnderwriters: (a) Public Offering Price of the Shares: [●]Variable (b) Number of Firm Shares to be purchased by the Underwriters: [●] 13,281,302 Persons Delivering Lock-Up Agreements Xxxxx X. XxxxxxxFORM OF LOCK-UP LETTERS November 7, 2024 CHICAGO — GE HealthCare Technologies Inc. (Nasdaq: GEHC) (the “Company” or “GE HealthCare”) announced today the launch of a secondary underwritten public offering (the “Offering”) of 13,281,302 shares of its common stock (the “GEHC Shares”). GE HealthCare is not selling any shares of common stock and will not receive any proceeds from the sale of the GEHC Shares in the Offering or from the debt-for-equity exchange (as described below). Prior to the closing of the Offering, GE Aerospace (General Electric Company) is expected to exchange the GEHC Shares for indebtedness of GE Aerospace held by Xxxxxx Xxxxxxx Bank, N.A. (the “MS Lender”), an affiliate of Xxxxxx Xxxxxxx & Co. LLC, the selling stockholder in the Offering by designation of the MS Xxxxxx. Following the debt-for-equity exchange, if consummated, Xxxxxx Xxxxxxx & Co. LLC, as the selling stockholder in the Offering, intends to sell the GEHC Shares to the underwriters in the Offering. X.X. Xxxxxx, Xxxxxxxxx and Xxxxxx Xxxxxxx are acting as the lead joint book-running managers for the Offering. The Company has filed an automatically effective shelf registration statement (including a prospectus) on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the Offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this Offering. The Offering will be made only by means of a free writing prospectus, the prospectus and the accompanying prospectus supplement relating to the Offering. You may obtain these documents for free by visiting XXXXX on the SEC’s website at xxx.xxx.xxx. Alternatively, copies of the free writing prospectus, the prospectus and, when available, the accompanying prospectus supplement relating to the Offering may be obtained from X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, or by email at xxxxxxxxxx-xx_xx@xxxxxxxx.xxx and xxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; Citigroup, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (Tel: 000-000-0000); and Xxxxxx Xxxxxxx & Co. LLC, Attention: Prospectus Department, 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000. This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. GE HealthCare is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator, dedicated to providing integrated solutions, services, and data analytics to make hospitals more efficient, clinicians more effective, therapies more precise, and patients healthier and happier. Serving patients and providers for more than 125 years, GE HealthCare is advancing personalized, connected, and compassionate care, while simplifying the patient’s journey across the care pathway. Together our Imaging, Advanced Visualization Solutions, Patient Care Solutions, and Pharmaceutical Diagnostics businesses help improve patient care from diagnosis, to therapy, to monitoring. We are a $19.6 billion business with approximately 51,000 colleagues working to create a world where healthcare has no limits. Forward-Looking Statements This release contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will,” “expect,” “may,” “would,” “could,” “plan,” and similar expressions. These forward-looking statements may include, but are not limited to, statements about the size, timing or results of the Offering and the selling stockholders’ intent to offer shares of common stock, and reflect management’s current plans, estimates and expectations and are inherently uncertain. The inclusion of any forward-looking information in this release should not be regarded as a representation that the future plans, estimates or expectations contemplated will be achieved. These forward-looking statements involve risks and uncertainties, many of which are beyond the Company’s control. Factors that could cause actual results to differ materially from those described in the Company’s forward-looking statements include, but are not limited to, operating in highly competitive markets; our ability to control increases in healthcare costs and any subsequent effect on demand for the Company’s products, services, or solutions; the Company’s ability to operate effectively as an independent, publicly-traded company; and the other factors detailed in the Company’s Registration Statement on Form S-3 filed on February 15, 2024, as well as other risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Please also see the “Risk Factors” section of the Company’s Form 10-K filed with the U.S. Securities and Exchange Commission and any updates or amendments it makes in future filings. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. The Company does not undertake any obligation to update or revise its forward-looking statements except as required by applicable law or regulation. Contacts