HMH Holding Inc. [ ] Shares of Class A Common Stock Form of Underwriting AgreementHMH Holding Inc • August 26th, 2024 • Oil & gas field machinery & equipment • Delaware
HMH Holding Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of Class A common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at
May 1, 2023 Via Email Dear [ ]:HMH Holding Inc • May 31st, 2024 • Oil & gas field machinery & equipment
In recognition of your contributions and commitment to the HMH Holding B.V. and its family of companies (collectively the “Company”), the Company’s management and Board of Directors has identified you as a key contributor. As such, you are eligible to participate in the 2022 Long Term Incentive Program on the terms set forth in this letter agreement (this “Award Agreement”). Certain capitalized terms used in this Award Agreement are defined in Annex I attached hereto.
FORM OF STOCKHOLDERS’ AGREEMENT by and among HMH HOLDING INC. and THE STOCKHOLDERS NAMED HEREIN Dated as of [ ], 2024Stockholders’ Agreement • August 26th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment • Delaware
This Stockholders’ Agreement (the “Agreement”) is made as of [ ], 2024 by and among: (i) HMH Holding Inc., a Delaware corporation (the “Company”); (ii) Baker Hughes Holdings LLC, a Delaware limited liability company (“Baker Hughes”); and (iii) Akastor AS, a Norwegian private limited liability company (“Akastor AS”), and Mercury HoldCo Inc., a Delaware corporation (“Akastor US” and, together with Akastor AS, “Akastor”). Akastor and Baker Hughes are collectively referred to herein as the “Stockholders”.
September 11, 2022 Thomas W. McGee Dear Mr. McGee:Employment Agreement • August 12th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment
This employment agreement (the “Agreement”) between you, Hydril USA Distribution, LLC, a Texas limited liability company (“Hydril”), and HMH Holding B.V, a Dutch Corporation (“HMH” or the “Company”,) supersedes all prior arrangements. All references in this Agreement to “HMH” or “Company” shall mean Hydril USA Distribution LLC and its affiliates, including HMH Holding BV or similar parent entities or holding companies of Hydril USA Distribution LLC.
FORM OF EXCHANGE AGREEMENT by and among HMH HOLDING INC., HMH HOLDING B.V., BAKER HUGHES HOLDINGS LLC, AKASTOR AS, MERCURY HOLDCO AS, and MERCURY HOLDCO INC. Dated as of [ ], 2024Form of Exchange Agreement • August 26th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment • Delaware
This Exchange Agreement, dated as of [ ], 2024 (this “Agreement”), is entered into by and among HMH Holding Inc., a Delaware corporation (the “Corporation”), HMH Holding B.V., a Netherlands private limited liability company (“HMH B.V.”), Akastor AS, a Norwegian private limited liability company (“Akastor AS”), Mercury HoldCo AS, a Norwegian private limited liability company (“Mercury Norway”), Mercury HoldCo Inc., a Delaware corporation (“Mercury US” and, together with Akastor AS and Mercury Norway, “Akastor”), and Baker Hughes Holdings LLC, a Delaware limited liability company (“BH” and, together with Akastor, the “Principal Holders” and, together with Akastor, the Corporation and HMH B.V., the “Parties”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.
FORM OF TAX RECEIVABLE AGREEMENT by and among HMH HOLDING INC., HMH HOLDING B.V., BAKER HUGHES HOLDINGS LLC, AKASTOR AS, MERCURY HOLDCO AS and MERCURY HOLDCO INC., Dated as of [ ], 2024Tax Receivable Agreement • August 26th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment • Delaware
This Tax Receivable Agreement (this “Agreement”), dated as of [ ], 2024, is entered into by and among HMH Holding Inc., a Delaware corporation (the “Corporation”), HMH Holding B.V., a Netherlands private limited liability company (“HMH B.V.”), Akastor AS, a Norwegian private limited liability company (“Akastor AS”), Mercury HoldCo Inc., a Delaware corporation (“Mercury US”), Mercury HoldCo AS, a Norwegian private limited company (“Mercury Norway” and, together with Akastor AS and Mercury US, “Akastor”), and Baker Hughes Holdings LLC, a Delaware limited liability company (“BH” and, together with Akastor, the “Participants” and, together with the Corporation and HMH B.V. the “Parties”).
EMPLOYMENT AGREEMENT between Aker MH AS Org. 942 524 544 (the “Company”) and Pål Skogerbø (the Senior Vice President, Global Products)Employment Agreement • August 12th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • August 12th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [ ], 2024 is made and entered into by and among HMH Holding Inc., a Delaware corporation (the “Company”), and each of the Initial Holders (as hereinafter defined) listed on the signature pages hereto.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • August 26th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated [ ], 2024, is by and between HMH Holding Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
EMPLOYMENT AGREEMENT between Aker MH AS (the “Company”) Org 942 524 544 and Roy Dyrseth (the “Executive Vice President”)Employment Agreement • August 12th, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment
LOAN AGREEMENTLoan Agreement • May 31st, 2024 • HMH Holding Inc • Oil & gas field machinery & equipment • England and Wales
LOAN AGREEMENT dated as of October 1, 2021 (this “Agreement”), between MHH Holding B.V., a Netherlands private limited liability company (the “Borrower”), Baker Hughes Holdings LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Bear”), and Akastor AS, a Norwegian private limited company (together with its successors and permitted assigns, “Titan Norway” and, together with Bear, the “Lenders”).
January 31, 2022 Via Email Dear [ ]:HMH Holding Inc • May 31st, 2024 • Oil & gas field machinery & equipment
This is an exciting time for HMH; our first year. In recognition of your contributions and commitment to MHH Holding B.V. (the “Company”), the Company’s management has identified you as a key service provider. As such, you are eligible to participate in “Founders’ phantom equity award” program on the terms set forth in this letter agreement (this “Award Agreement”). Certain capitalized terms used in this Award Agreement are defined in Annex I attached hereto.
