AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2019, is entered into between General Electric Company, a New York corporation (“GE”), and Baker Hughes, a GE company, a Delaware corporation (formerly known as Bear Newco, Inc.) (the “Company”). Certain terms used in this Agreement are defined in Section 1.1.
BRIDGE SUPPLY AND TECHNOLOGY DEVELOPMENT AGREEMENT dated as of July 31, 2019 by and between GENERAL ELECTRIC COMPANY, acting through its GE Aviation business unit and BAKER HUGHES, A GE COMPANY, LLCBridge Supply and Technology Development Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
This Bridge Supply and Technology Development Agreement (as amended, modified or supplemented from time to time in accordance with its terms, the “Agreement”), entered into as of July 31, 2019, is made by and between General Electric Company, a New York corporation (“GE”), acting through its GE Aviation business unit and legal entities to the extent operating on its behalf (“GE Aviation”; for the avoidance of doubt, GE Aviation shall not include GE Power (as defined below) unless GE Power is acting on behalf of GE Aviation), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE”). GE Aviation and BHGE may be referred to individually herein as a “Party” and, collectively as the “Parties”.
OMNIBUS AGREEMENTOmnibus Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
OMNIBUS AGREEMENT (this “Agreement”), dated as of July 31, 2019, among General Electric Company, a New York corporation (“GE”), Baker Hughes, a GE company, a Delaware corporation (“BHGE”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company and an indirect subsidiary of BHGE (“BHGE LLC”, and together with GE and BHGE, collectively the “Parties”, and individually a “Party”).
GE DIGITAL REFERRAL AGREEMENTReferral Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
This GE Digital Referral Agreement (the “Agreement” or “Referral Agreement”) is entered into with effect from July 31, 2019 (the “Effective Date”) by and between GE Digital LLC, a Delaware limited liability company, with its principal place of business at 2623 Camino Ramon, San Ramon, CA 94583 (“GED” or “GE Digital”) and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Referral Partner” or “BHGE”) (each of GE Digital and Referral Partner , a “Party” and together, the “Parties”).
TM2500 SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • Delaware
This TM2500 Supply and Distribution Agreement, dated as of July 31, 2019 (the “Effective Date”) (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is made by and between General Electric Company, a New York corporation (“GE”), acting through its GE Power’s Gas Power Systems business (“Seller”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE” or “Buyer”).
Re: Effective Date of the Amended and Restated Intellectual Property Cross License AgreementIntellectual Property Cross License Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
We are writing to confirm our understanding and agreement regarding the effective date of the Amended and Restated Intellectual Property Cross License Agreement, by and between General Electric Company and Baker Hughes, a GE company, LLC, dated as of November 13, 2018 (as amended, modified or supplemented from time to time in accordance with its terms (including by that certain Side Letter, by and between the parties hereto, dated as of November 13, 2018, relating to certain patents and dockets), the “A&R IPXL”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
This TRANSITION SERVICES AGREEMENT, dated July 31, 2019 (as amended, modified or supplemented from time to time in accordance with its terms, this “Agreement”), is made and entered into by and between General Electric Company, a New York corporation (“GE”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Baker Hughes”).
SECOND AMENDMENT TO GE GLOBAL EMPLOYEE SERVICES AGREEMENTGe Global Employee Services Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
This Second Amendment to the GE Global Employee Services Agreement (this “Amendment”) is made and entered into on July 31, 2019 and shall be effective on the Trigger Date (as defined below), by and between General Electric Company, a New York corporation (“GE”) in its name and on its behalf and on behalf of its Affiliates, subsidiaries, partnerships and branches, and Baker Hughes, A GE company, LLC, a Delaware limited liability company (“Baker Hughes”) in its name and on its behalf and on behalf of its Affiliates, subsidiaries, partnerships, and branches, and amends the GE Global Employee Services Agreement, effective as of July 3, 2017, by and between GE and Baker Hughes and amended on May 24, 2018 (the “GE Global Employee Services Agreement”). Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to them in the GE Global Employee Services Agreement.
ASSET PURCHASE AGREEMENT BY AND BETWEEN GE DIGITAL LLC AND BAKER HUGHES, A GE COMPANY, LLC DATED AS OF July 31, 2019Asset Purchase Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
INTERCOMPANY SERVICES AGREEMENTIntercompany Services Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
This AMENDMENT, dated as of July 31, 2019 (this “Amendment”), to the Amended and Restated Intercompany Services Agreement, dated as of November 13, 2018 (the “A&R Agreement”), is entered into by and between General Electric Company, a New York corporation (“GE”) and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“BHGE”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the A&R Agreement.
ContractJoint Ownership and License Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
THIS JOINT OWNERSHIP AND LICENSE AGREEMENT (this “Agreement”), dated as of July 31, 2019 and effective as of the Effective Date (as defined below), is made and entered into by and between General Electric Company, a New York corporation (“GE”), on behalf of its Affiliates and divisions, and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Company”), on behalf of itself and its Affiliates. GE and Company shall each be referred to herein individually as a “Party,” or collectively as the “Parties.”
AMENDMENT TO THE AMENDED AND RESTATED GE DIGITAL MASTER PRODUCTS AND SERVICES AGREEMENTGe Digital Master Products and Services Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
This Amendment, dated July 31, 2019 (the “Amendment Effective Date”) (this “Amendment”), to the Amended and Restated GE Digital Master Products and Services Agreement, dated as of November 13, 2018 (the “Amended and Restated Agreement”), is entered into by and between GE Digital LLC, having its place of business at 2623 Camino Ramon, San Ramon, CA 94583 (“GE Digital”) and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Baker Hughes”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended and Restated Agreement.
SECOND AMENDMENT AND RESTATEMENT OF PROMISSORY NOTEPromissory Note • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment • New York
This Second Amendment and Restatement of Promissory Note (as amended, modified and amended and restated from time to time, the “Promissory Note”) is effective as of the date hereof, by and between Baker Hughes, a GE company, LLC (together with its successors and permitted assigns, “Debtor”) and GE Oil & Gas US Holdings IV, Inc. (together with its successors and permitted assigns, “Creditor”, and together with Debtor, the “Parties”).
AMENDMENT TO THE STOCKHOLDERS AGREEMENTStockholders Agreement • August 1st, 2019 • Baker Hughes a GE Co • Oil & gas field machinery & equipment
This AMENDMENT, dated as of July 31, 2019 (this “Amendment”), to the Amended and Restated Stockholders Agreement, dated as of November 13, 2018 (the “Original Agreement”), is entered into by and between General Electric Company, a New York corporation (“GE”), and Baker Hughes, a GE company, a Delaware corporation (“BHGE”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement.
