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
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”.
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”).
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”).
