BJ Services, Inc. [ 🌑 ] Shares of Class A Common Stock, par value $0.001 per share Underwriting AgreementUnderwriting Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • New York
BJ Services, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares of Class A common stock (the “Firm Shares”), par value $0.001 per share (the “Stock”), of the Company. The Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, up to an aggregate of [•] additional shares of Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • New York
This Registration Rights Agreement (this “Agreement”), dated as of [ 🌑 ], 2017, is entered into by and among BJ Services, Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
BJ SERVICES, LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [ ● ], 2017Limited Liability Company Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [ • ], 2017, is entered into by and among BJ Services, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
TAX RECEIVABLE AGREEMENT by and among BJ SERVICES, INC. BJ SERVICES, LLC BAKER HUGHES OILFIELD OPERATIONS LLC BAKER HUGHES INTERNATIONAL HOLDINGS LLC ALLIED ENERGY JV CONTRIBUTION, LLC [CSL ENTITIES] [GS ENTITIES] BJ SERVICES MANAGEMENT HOLDINGS, LLC...Tax Receivable Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ 🌑 ], is hereby entered into by and among BJ Services, Inc., a Delaware corporation (the “Corporation”), BJ Services, LLC, a Delaware limited liability company (“BJS LLC”), Baker Hughes Oilfield Operations LLC, a California limited liability company (“BHOO”), Baker Hughes International Holdings LLC, a Delaware limited liability company (“BH SubCo”), Allied Energy JV Contribution, LLC, a Delaware limited liability company (“Sponsor”), [CSL ENTITIES], [GS ENTITIES], BJ Services Management Holdings, LLC (“Management Holdings”) and each of the Members from time to time party thereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
This Director Indemnification Agreement (the “Agreement”) is made and entered into as of [DATE], by and between BJ Services, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company and any successor to the Company) and [ • ] (“Indemnitee”).
SHAREHOLDERS’ AGREEMENTShareholder Agreement • July 25th, 2017 • BJ Services, Inc. • Oil & gas field services, nec • Delaware
THIS SHAREHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ 🌑 ], 2017, is made by and among CSL, GS and BHGE (each as defined herein) (collectively, the “Sponsors”) and BJ Services, Inc., a Delaware corporation (the “Company”).
