Exhibit 10.13





 







This
AMENDED AND RESTATED Trademark License Agreement (this “Agreement”),
dated as of November 13, 2018, is made and entered into by and between General Electric Company, a New York corporation (“GE”
or “Licensor”), and Baker Hughes, a GE company, LLC, a Delaware limited liability company (“Licensee”).


 


WHEREAS,
on July 3, 2017, the Parties entered into a certain Trademark License Agreement (the “Original Agreement”)
in connection with the consummation of the transactions contemplated by that certain Transaction Agreement and Plan of Merger,
dated as of October 30, 2016, among Licensor, Baker Hughes Incorporated, a Delaware corporation (“BHI”), Baker
Hughes, a GE company (formerly known as Bear Newco, Inc.), a Delaware corporation, and Bear MergerSub, Inc., a Delaware corporation
(“Merger Sub”), as amended by the Amendment to Transaction Agreement and Plan of Merger, dated as of March
27, 2017, among Licensor, BHI, Baker Hughes, a GE company, Merger Sub, BHI Newco, Inc., a Delaware corporation, and Bear MergerSub
2, Inc., a Delaware corporation (as may be further amended from time to time, the “Merger Agreement”), Licensor
and BHI have agreed to combine GE O&G (as defined below) with BHI and have effected or agreed to effect the Transactions (as
defined herein); and


 


WHEREAS,
in connection with entry into that certain Master Agreement between the Parties and certain Affiliates thereof, dated as of even
date herewith, the Parties desire to amend and restate the Original Agreement on the terms and conditions set forth herein;


 


NOW
THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, Licensor and Licensee hereby amend and restate the Original Agreement in its entirety
as follows:


 


I.         
DEFINITIONS


 


Unless
otherwise defined herein, all capitalized terms used herein have the meanings ascribed to such terms in the Merger Agreement.
The following terms as used in this Agreement have the meanings set forth in this Article I:


 


A.               “Affiliate”
means, with respect to a Party, any individual, company, organization or other entity that, directly or indirectly, is controlled
by, controls or is under common control with such Party by ownership, directly or indirectly, of more than fifty percent (50%)
of the stock entitled to vote in the election of directors or, if there is no such stock, more than fifty percent (50%) of the
ownership interest in such individual or entity. For the purposes of this Agreement, (1) references to Licensor’s “Affiliates”
shall be deemed to exclude the Licensee Group and (2) references to Licensee’s “Affiliates” shall be deemed
to exclude Licensor and its Subsidiaries that are not within the Licensee Group.


 


B.               “Channel
Agreement” means that certain Channel Agreement entered into by and between Licensor and Baker Hughes, a GE company,
dated as of July 3, 2017 (as it may be amended, supplemented or modified from time to time).


 
  




    


    


    




C.               “Channel
Products” means products, parts, equipment, services, technology and systems listed on Exhibit A, to the
extent, in each case: (i) such products, parts, equipment, services, technology and systems are (A) sold as an individual
item or (B) if sold as part of a Solution Offering, constitute at least a majority of the aggregate estimated or projected
value of such Solution Offering and (ii) Licensee can reasonably demonstrate by ordinary course business documents or systems
that, as of the Signing Date (A) GE O&G was engaged in the sale thereof or (B) such products, parts, equipment, services,
technology and systems were contemplated or being developed or designed by GE O&G, including, in the case of both clauses
(i) and (ii), any reasonably foreseeable enhancements or extensions thereof, including by further investments therein,
provided that such enhancements or extensions thereof, including by further investments therein, continue to fall within the
description of the applicable product, part, equipment, service, technology and system listed on Exhibit A.


 


D.               “Company Field” means the field of offering: (i) (A) O&G Products and Services and (B) Channel Products,
in each case of (A) and (B), to O&G Customers, (ii) the Non-Exclusive Fields and (iii) the O&G Products and Services listed
on Exhibit B.


 


E.               “Effective Date” means the Closing Date.


 


F.               “GE
Group” means GE and its Subsidiaries from time to time other than Baker Hughes, a GE company, and its Subsidiaries;
provided that any Person who at any time is a member of the GE Group shall cease being a member of the GE Group if at any time
it is no longer a Subsidiary of GE; provided, further that “GE Group” shall not include (i) any Person that purchases
assets, operations or a business from a member of the GE Group if such Person is not a Subsidiary of GE after such transaction
is consummated, and (ii) any Subsidiary of GE in which a Person who is not an Affiliate of GE holds equity interests and with
respect to whom a member of the GE Group, on the Closing Date, has existing contractual or legal obligations (including fiduciary
duties of representatives on the board of directors or similar body of such Subsidiary) which exclude GE’s ability to impose
on the subject Subsidiary GE’s obligations applicable herein. For clarity, any references to an applicable business unit
of GE shall be also to the successor of such GE business unit within the GE Group.


 


G.               “GE
O&G” means GE’s Oil & Gas business described in the segment disclosures in GE’s annual report on
Form 10-K filed with the SEC for the fiscal year ended December 31, 2015, as reflected in the GE O&G Financial Statements.


 


H.               “Governmental
Entity” means any United States federal, state or local, or foreign, international or supranational, government, court
or tribunal, or administrative, executive, governmental or regulatory or self-regulatory body, agency or authority thereof.


 


I.                “Intercompany
Services Agreement” means that certain Intercompany Services Agreement entered into by and between Licensor and Licensee,
dated as of July 3, 2017 (as it may be amended, supplemented or modified from time to time).


 


J.                “IP
Cross License Agreement” means that certain Amended and Restated Intellectual Property Cross License Agreement, dated
as of the date hereof (as it may be amended, supplemented or modified from time to time), between GE and Licensee.


 


K.               “Law” means any federal, state or local law (statutory, common or otherwise), constitution, treaty,
convention, ordinance, code, rule, regulation, order, injunction, judgment, decree,
ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity.


 




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L.               “Licensed
Form” means (i) “Baker Hughes, a GE company”, or (ii) “BHGE”.


 


M.              “Licensed
Marks” means and is limited to (i) the word mark GE and (ii) the GE monogram.


 


N.               “Licensee
Group” means the Licensee and its Subsidiaries.


 


O.               “Marks” means trademarks, service marks, trade names, service names, taglines, slogans, industrial designs,
brand names, brand marks, trade dress rights, Internet domain names, identifying symbols, logos, emblems, signs or insignia, meta
tags, website search terms and key words, including all goodwill associated with the foregoing.


 


P.               “Non-Competition Agreement” means that certain Non-Competition Agreement entered into by and between
Licensor and Licensee, dated as of July 3, 2017 (as it may be amended, supplemented or modified from time to time).


 


Q.               “Non-Exclusive
Fields” means the field of offering: (i) agricultural chemicals to the agricultural industry, (ii) low molecular weight
olefin polymers and copolymers and (iii) geothermal exploration, drilling, evaluation, completion, well intervention, stimulation
or production in and of geothermal reservoirs.


 


R.               “O&G
Activities” means the following oil and gas activities: (i) exploration (including seismic surveying), drilling, evaluation
(including reservoir and reserves analysis), completion, well intervention, stimulation or production in and of reservoirs; (ii)
liquefied natural gas; (iii) compression and boosting liquids (i.e., pumps) in upstream, midstream and downstream; (iv)
pipeline inspection, pipeline commissioning and pipeline integrity management; (v) processing in refineries and petrochemical
(including fertilizer) plants; or (vi) production chemicals in the upstream and additive chemicals in the downstream.


 


S.               “O&G Customers” means (i) companies engaged in the oil and gas industry (but excluding their Affiliates
or business units, as applicable, that are not so engaged) in O&G Activities or (ii) the customers of the Licensee Group with
respect to the products, parts, equipment, services, technology or systems provided by the Licensee pursuant to the Channel Agreement.


 


T.               “O&G
Products and Services” means products, parts, equipment, services, technology and systems (a) for use in the O&G
Activities (including digital products, parts, equipment, services, technology and systems that are offered by the members of
the GE Group other than the GE Digital business unit) or (b) listed on Exhibit B, and solely with respect to clause (b),
which the Licensee can reasonably demonstrate by ordinary course business documents or systems that, as of the Signing Date, (i)
GE O&G was engaged in the sale thereof or (ii) were contemplated or being designed by GE O&G, including any reasonably
foreseeable enhancements or extensions thereof (including by further investments therein), provided that such enhancements or
extensions thereof, including by further investments therein, continue to fall within the description of the applicable product,
part, equipment, service, technology or system
listed on Exhibit B, and excluding, with respect to both clauses (a) and (b), the products, parts, equipment, services,
technology and systems of GE Digital business unit.


 




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U.               
“Party” means Licensor and Licensee individually, and “Parties” means Licensor and
Licensee collectively.


 


V.               
“Person” means an individual, corporation, partnership, joint venture, association, trust, unincorporated
organization, limited liability company or governmental or other entity.


 


W.              
“Products” and “Services” means, respectively, and is limited to products sold and
services rendered as of and after the Effective Date by Licensee in the conduct of Licensee’s business.


 


X.               
“Signing Date” means October 30, 2016.


 


Y.               
“Solution Offering” means the sale of products, parts, equipment, services, technology and systems to
third party end-user customers as part of a broader equipment or service solution or system for such customer or as part of a
repair, replacement, enhancement or upgrade of such broader solution or system.


 


Z.                
“Standards of Quality” means:


 


   1.                 
at least the same high standards of quality, appearance, service and other standards pertaining to the Licensed Marks that
are observed immediately prior to the Closing Date by Licensor in its businesses; and


 


    2.                 
additional standards similar to the types of standards listed in 1 of this definition, if any, which Licensor may otherwise
reasonably specify to Licensee or approve in writing from time to time so long as such standards are also applied across other
similar GE businesses where such additional standards are applicable to the operation of such businesses.


 


AA.          
“Stockholders Agreement” means that certain Stockholders Agreement entered into by Licensor and Baker
Hughes, a GE company, dated as of July 3, 2017 (as amended, modified or supplemented from time to time in accordance with its
terms).


 


BB.           
“Subsidiary” means, with respect to any Person, another Person, an amount of the voting securities or
other voting ownership interests of which is sufficient, together with any contractual rights, to elect at least a majority of
its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests
of which) is owned directly or indirectly by such first Person.


 


CC.           
“Trigger Date” means the first date on which members of the GE Group cease to beneficially own more
than fifty percent (50%) of the voting power of the outstanding Company Common Stock (as defined in the Stockholders Agreement).


 


II.      
LICENSE GRANT


 




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A.               
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a world-wide, exclusive (except
for (i) the Non-Exclusive Fields and (ii) any fields within the Company Field where Licensor or any of its Affiliates operate
as of July 3, 2017, and any reasonably foreseeable enhancements or extensions thereof (including by further investments therein)
(subject to the terms of the Non-Competition Agreement), within which, in each case of (i) and (ii), the license shall be non-exclusive),
non-transferable (other than as set forth in Section XII.E below), royalty-bearing, fully paid-up (other than with respect to
the royalties described in Article VIII) license, with no right to sublicense (other than to Licensee’s Subsidiaries and
Baker Hughes, a GE company (collectively, the “Permitted Sublicensees”)), to use, solely in the Company Field,
the Licensed Marks (excluding as part of “BHGE”, except where such use is to state Licensee’s (and/or any Permitted
Sublicensee’s) actual corporate name to indicate such entity is providing such Products and Services) in connection with
Products and Services, solely during the Term (as defined below) and solely in accordance with the requirements of Article IV
and the Standards of Quality set forth herein. Licensee may permit its suppliers, contractors, distributors, consultants and customers
(solely for the purpose of demonstrating that such customers do business with Licensee or its Affiliates) to exercise certain
rights and licenses granted to Licensee hereunder on behalf of and at the direction of Licensee solely in accordance with GE’s
Brand Central Guidelines (described below).


 


B.                
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a world-wide, non-exclusive,
non-transferable (other than as set forth in Section XII.E below), royalty-bearing, fully paid-up (other than with respect to
the royalties described herein) license, with no right to sublicense (other than to Permitted Sublicensees), to use the Licensed
Marks in Licensee’s (and/or any Permitted Sublicensee’s) corporate name (including as part of “BHGE”),
solely during the Term (as defined below) and solely in accordance with the requirements of Article V. Licensee may permit its
suppliers, contractors, distributors, consultants and customers (solely for the purpose of demonstrating that such customers do
business with Licensee or its Affiliates) to exercise certain rights and licenses granted to Licensee hereunder on behalf of and
at the direction of Licensee solely in accordance with GE’s Brand Central Guidelines (described below).


 


C.                
Licensor shall permit Licensee and its Subsidiaries to use any stock conveyed from GE to Licensee and its Subsidiaries
under the Merger Agreement that exists as of the Closing Date bearing (also as of the Closing Date) the Licensed Marks and similar
trademarks, either alone or in combination with other words, for not more than one (1) year after the Closing Date to transition
from such use of such trademarks to using the Licensed Marks in accordance with this Agreement.


 


D.               
Licensee shall be responsible for the actions of each of its Permitted Sublicensees as if they were its own actions. Licensee
shall cause the Permitted Sublicensees to comply with the terms and conditions of this Agreement.


 


E.                
The rights granted in Section II.A and II.B include the right to use the Inspira font in connection therewith during the
Term.


 
  




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F.                  Without
limiting any of the rights granted in Section II.A or II.B, Licensor, on behalf of itself and its Subsidiaries, hereby
consents (to the extent that such consent would otherwise be required), for the Term, to Licensee’s (or its
applicable Permitted Sublicensee’s or successor’s) use of “BHGE” as its stock ticker on any and all
exchanges, now or later existing, and to make reference to such stock ticker (and permit others to make reference to such
stock ticker), for any lawful purposes, in any and all media, now known or hereafter devised.


 


G.              
Subject to Section II.H, any rights not granted to Licensee in this Agreement are specifically reserved by and for Licensor.
Licensee hereby accepts this grant of license, subject to the terms and conditions set forth in this Agreement.


 


H.              
Nothing in this Agreement shall prohibit or limit the ability of, or require Licensor’s prior written consent for,
Licensee and its Permitted Sublicensees to make any use of the Licensed Marks that (i) constitutes fair use under applicable
Law or (ii) does not infringe, violate, misappropriate or dilute the rights of Licensor in the Licensed Marks.


 


III.  
EXAMINATION OF PRODUCTS AND SERVICES


 


A.               
Licensor shall have the right to supervise and control the use of the Licensed Marks by Licensee with respect to the nature
and quality of the Products and Services designed, performed, distributed, sold or otherwise commercialized by Licensee for the
purpose of protecting and maintaining the goodwill associated with the Licensed Marks and the reputation of Licensor and its Affiliates.
The Parties will meet (i) within one (1) month of the Effective Date and (ii) on a semi-annual basis after the Effective Date,
in the case of both (i) and (ii), to discuss in good faith (1) the use of the Licensed Marks in connection with Products
and Services, including the provision of samples of such uses by Licensee to Licensor, as well as all digital uses or uses in
any other medium and (2) any material changes Licensor plans to the Licensed Marks that impact Licensee. The meeting between the
Parties in accordance with (i) of the previous sentence shall specifically address Licensee’s use of the Licensed Marks
on Products and Services that did not bear the Licensed Marks before the Effective Date. The Parties shall discuss during the
meetings contemplated in this paragraph any overlap between the Products and Services offered pursuant to the terms hereof and
any products and services offered by Licensor that bear any Licensed Mark. Licensor shall consider in good faith Licensee’s
input on steps to be taken by the Parties to avoid any consumer confusion arising from any such overlap that would otherwise be
permissible under the Non-Competition Agreement. Licensee shall take any steps requested by Licensor to avoid such consumer confusion;
provided, that any such steps are reasonable under the circumstances and are only to the extent necessary to avoid consumer confusion.
The meetings that take place between the Parties in accordance with this paragraph between the Effective Date and one (1) year
thereafter shall specifically address the status of the transition by Licensee in accordance with Section II.C herein to the use
of the Licensed Marks in accordance with this Agreement.


 


B.                
For the meeting in accordance with Section III.A to take place one (1) year from the Effective Date, Licensee shall provide
to Licensor a summary of Licensee’s planned activities, pursuant to the requirements listed in Exhibit C hereto,
with respect to Products and Services, as of such date, under this Agreement for the following year. For such meetings to take
place each year thereafter, at least thirty (30) days prior to the second meeting of that year, Licensee shall provide Licensor
with an annual plan for the subsequent year. Each annual plan will include the subject matters identified on Exhibit C
hereto. For the avoidance of doubt, the Parties agree that the annual plan will express Licensee’s current intentions with
respect to its planned activities for the year; however, for the further avoidance of doubt, Licensee will not be limited to the
activities set forth in the annual plan.




 




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C.               
For all of the meetings in accordance with Section III.A(ii), Licensee shall present to Licensor a summary of its activities
for the prior six (6) month period, including marketing activities. At such meetings, Licensor may provide general direction with
respect to such activities for the purpose of maintaining consistency with the image and goodwill of the Licensed Marks in accordance
with this Agreement.


 


D.               
In order to promote adherence to the Standards of Quality and for the purpose of protecting and maintaining the goodwill
associated with the Licensed Marks and the reputation of Licensor, Licensor shall have the right to obtain from Licensee, upon
reasonable notice, reasonable information as to the nature and quality of the Products and Services and the manner in which the
Licensed Marks are used in connection with the Products and Services.


 


IV.            
USE OF LICENSED MARKS IN CONNECTION WITH PRODUCTS AND SERVICES


 


A.               
Licensee shall use the Licensed Marks only in connection with Products and Services designed, performed, distributed, sold
or otherwise commercialized by Licensee in complete accordance with all of the Standards of Quality for such Products and Services.
Under the license and rights granted herein, Licensee is authorized to use the Licensed Marks only as provided in Article II.


 


B.                
Under the license and rights granted herein, Licensee is authorized to use the Licensed Marks in complete accordance with
applicable Laws and shall comply with good industry practice, including the exercise of that degree of skill, diligence and foresight
that can reasonably be expected from a Person who is engaged in the same type of service or manufacture under similar circumstances,
consistent with applicable requirements and generally recognized industry and safety standards (collectively, “Requirements”),
including use in packaging, labeling, general publicity, advertising, instruction books and other literature relating to the Products
and Services and as their corporate names; provided, however, in the event of any noncompliance by Licensee with any of the Requirements
as required hereunder, Licensor shall provide Licensee with notice of such noncompliance and at least seventy-five (75) days to
cure such noncompliance; provided, that if the non-compliance has resulted in, or it is reasonably foreseeable that it may result
in, injury or damage to persons, property or the environment, the cure period shall be thirty (30) days. Except as expressly set
forth in this Section IV.B., Licensee shall upon reasonable notice comply with the rules and practices reasonably set forth in
writing from time to time by Licensor with respect to the appearance and manner of use of the Licensed Marks, including such rules
and practices set forth in GE’s Brand Central Guidelines located at http://www.gebrandcentral.com/brand/design_library/,
provided such rules and practices are applied across other similar GE businesses where such rules and practices are applicable
to the operation of such businesses and are provided to Licensee in written or electronic form. In the event that Licensor requests
changes to previously-approved or otherwise produced materials bearing the Licensed Marks due to changes in GE’s Brand Central
Guidelines, Licensee shall promptly implement the change as soon as reasonable after the date of such changes but in any


 




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event
no later than eighteen (18) months after the later of (i) the effective date of such change or (ii) Licensor’s written notice
to Licensee of such change, unless such change is required sooner in order to comply with applicable Law. Licensee shall be allowed
to continue to distribute such materials then existing in inventory during such period, in each case unless an extension is otherwise
approved in writing by Licensor. Notwithstanding anything in this Agreement to the contrary, Licensor’s Brand Central Guidelines
(and other written rules and practices with respect to the appearance and manner of use of the Licensed Marks) shall not apply
to any uses of “BHGE”; provided that Licensee shall submit for approval to Licensor in advance any proposed uses of
“BHGE” that materially differ from any uses of the Licensed Marks by Licensee prior to the date hereof (other than
differences based solely on the fact that “BHGE” is being used by Licensee to a greater degree, in lieu of the Licensed
Marks on a separate basis, than prior to such date), such approval not to be unreasonably withheld, conditioned or delayed; provided,
further, that once a use is approved by Licensor, Licensee shall not be required to submit any substantially similar uses for
approval.


 


C.                
In using the Licensed Marks, Licensee shall use commercially reasonable efforts to indicate that the Licensed Marks are
registered trademarks of Licensor in accordance with standard practices with respect to the Products and Services as of the Effective
Date. All websites for Products and Services that use the Licensed Marks, and all user manuals packaged with such Products,
shall bear the marking: “GE is a trademark of General Electric Company. Used under trademark license.” or such other
reasonable marking as Licensor shall direct from time to time. Any use of the Licensed Marks not contemplated under this Agreement
and inconsistent with how the Licensed Marks were used before the Effective Date, shall be adopted by Licensee only upon prior
written approval by Licensor, which shall not be unreasonably conditioned, delayed or withheld.


 


D.               
Licensee shall comply with all applicable Laws pertaining to the Licensed Marks, including those pertaining to the proper
use and designation of Marks and pertaining to the offering, development, distribution, promotion and sale of Products and the
offering, rendering and promotion of Services, and Licensor shall comply with all applicable Laws pertaining to interactions with
any Governmental Entity in connection with Licensor’s enforcement and protection of the Licensed Marks in connection with
this Agreement.


 


E.                
Licensor may provide notice to Licensee that Licensee’s use of the Licensed Marks has resulted in or would reasonably
be expected to result in a non-frivolous adverse claim against Licensor, Licensor’s Affiliates or Licensee. Such notice
shall include a description in reasonable detail of the facts and circumstances of the subject matter of such claim and may include
a reasonable determination by Licensor that Licensee should immediately cease use of the Licensed Marks until resolution of such
adverse claim. If Licensee disagrees with such determination, Licensee may continue such use of the Licensed Marks; provided,
however, that Licensee shall fully indemnify Licensor for any and all losses, damages, liabilities, costs (including reasonable
attorneys’ fees), and expenses relating to the portion of such claim relating to Licensee’s use of the Licensed Marks
and only to the extent arising out of Licensee’s use after the date of such notice. Licensee’s continued use of the
Licensed Marks pursuant to the previous sentence shall not prejudice Licensee’s ability to initiate a Dispute pursuant to
Section XII.I. Licensee shall comply fully and promptly with all reasonable guidelines adopted from time to time by Licensor that
are applied across other similar GE businesses where such guidelines are


 




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applicable
to the operation of such businesses for the purpose of distinguishing the Licensor’s Marks and preventing confusion of itself
and another entity, of which the Licensor provides Licensee written notice.


 


F.                
If it is required for the purpose of making this Agreement enforceable, or for the purpose of maintaining, enhancing or
protecting Licensor’s rights in the Licensed Marks in some jurisdictions, to record this Agreement or to enter Licensee
as a registered or authorized user of the Licensed Marks, Licensor will attend (at Licensor’s expense) to such recording
or entry. If a particular jurisdiction in which Licensee uses the Licensed Marks requires a controlling substitute or short-form
license agreement to effectuate this Agreement, the Parties shall agree on the form and any confidential information to include
therein. Licensee shall promptly execute and deliver to Licensor such necessary additional instruments or documentation as Licensor
may reasonably request, including execution and delivery of such controlling substitute or short-form license agreements with
terms consistent with (and to the extent legally permissible in the applicable jurisdiction, identical to) this Agreement for
recordation or registration in specified jurisdictions in the event that this Agreement shall be deemed by Licensor to be unsuitable
for recordation or entry in such jurisdictions. The terms and conditions of this Agreement (and not the terms and conditions of
such substitute or short-form license agreements entered into for recording or entry purposes) shall be binding between Licensor
and Licensee throughout the world and shall govern and control any controversy that may arise with respect to each Party’s
rights and obligations hereunder; provided, however, that if specific terms and conditions of any such substitute or short-form
license agreement differ from the comparable terms and conditions of this Agreement and only if enforcement of the comparable
terms and conditions of this Agreement pursuant to this provision either would be uncertain or improper under the Laws of the
applicable jurisdiction or would adversely affect Licensor’s rights in and to the Licensed Marks in such jurisdiction, then
the specific terms and conditions of the substitute or short-form license agreement shall be controlling in such jurisdiction.


 


G.               
Licensee shall supply Licensor with such non-confidential information concerning sales and other dispositions of Products
and Services as necessary and reasonably requested by Licensor in order for Licensor to acquire, maintain and renew registrations
of the Licensed Marks, to record this Agreement, to enter Licensee as a registered or authorized user of the Licensed Marks or
for any purpose reasonably related to Licensor’s maintenance and protection of the Licensed Marks. Licensee shall fully
cooperate (at Licensor’s expense) with Licensor’s necessary and reasonable requests in the execution, filing, and
prosecution of any registration of a Mark or copyright relating to the Licensed Marks that Licensor may desire to obtain for itself.
For the foregoing purpose, Licensee shall supply to Licensor such samples, containers, labels, letterheads and other similar materials
bearing the Licensed Marks as may be reasonably required by Licensor.


 


H.               
Notwithstanding Section II.A or Section II.B, Licensee will not use the Licensed Marks, nor may any particular Product
or Service be marketed, distributed, offered for sale, sold, or otherwise commercialized using the Licensed Marks: (i) in any
jurisdiction where registration of the Licensed Marks is not attainable by Law unless and until such Law is modified to permit
registration of the Licensed Marks in such jurisdiction and the Licensed Marks have been registered in such jurisdiction (at Licensor’s
expense), or Licensor determines in good faith on advice of its trademark counsel that it would be preferable not to seek to register
such Licensed


 




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Marks
in such jurisdiction but that there is no material impediment to the use of such Licensed Marks therein, or Licensor determines
in good faith on advice of its trademark counsel that use of such Licensed Marks without registration is not likely to adversely
affect Licensor’s rights in and to such Licensed Marks in such jurisdiction; and (ii) in a jurisdiction where entry of Licensee
as a registered or authorized user is required by Law, prior to the execution of an appropriate registered user agreement or similar
agreement and the filing thereof with the appropriate Governmental Entity. Licensor shall promptly but in any case within thirty
(30) days file such registrations or make such determinations upon request from Licensee. Not in limitation of the foregoing,
in the event that Licensor determines that Licensee is using the Licensed Marks in a jurisdiction where such Licensed Marks are
not registered in the appropriate Mark class(es) for Products and Services, Licensor at its sole discretion shall have the option
to require such registration at Licensee’s expense. Licensor will own all right, title and interest in and to any and all
registrations and applications for registration of the Licensed Marks, whether filed before or after the Effective Date.


 


I.                 
To the extent Licensee wishes to enter into any agreement relating to the placement of paid listings for “keyword”
or similar website searches that consist of the Licensed Marks either alone or in combination with other words or phrases including
in the Licensed Form, Licensee shall notify Licensor at least fifteen (15) days before entering into such agreement and shall
consider in good faith any issues identified by Licensor during such notice period with respect to the placement of such paid
listings or similar website searches. All such agreements relating to the placement of paid listings for “keyword”
or similar website searches relating to the Licensed Marks shall be undertaken by Licensee at Licensee’s expense. Upon expiration
or termination of this Agreement, Licensee shall assign any agreements relating to the placement of listings in response to website
search terms and key words that include any of the Licensed Marks to Licensor, unless such agreements by their own terms are non-assignable,
in which case Licensee shall terminate such agreements.


 


V.      
USE OF LICENSED MARKS IN COMPANY NAME


 


A.               
As Licensee’s corporate name, Licensee shall only use the Licensed Marks in the Licensed Form. Licensee shall not
use any variation of the Licensed Marks other than in the Licensed Form as Licensee’s corporate name.


 


B.                
Licensee shall operate its business in accordance with at least the same standards of quality, appearance, service and
other standards that it has observed as of the Effective Date. In order to promote adherence to such standards and for the purpose
of protecting and maintaining the goodwill associated with the Licensed Marks and the reputation of Licensor, Licensor shall have
the right to obtain from Licensee reasonable information as to the operation of Licensee’s business and the manner in which
the Licensed Marks are used in connection with Licensee’s corporate name. If, at any time, Licensee fails, in the good-faith
opinion of Licensor, to conform to the standards and other requirements set forth in this Article V, and Licensor notifies Licensee
of such failure, Licensee shall take all necessary steps to conform with such standards and other requirements and shall have
seventy-five (75) days from such notice to cure any nonconformities.


 





 




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VI.            
AUDIT RIGHTS


 


A.               
Licensor and its authorized representatives shall have the right up to two (2) times per year during regular business hours,
on reasonable prior notice and at Licensor’s sole expense, to visit the offices and facilities of Licensee, including where
Products are developed, designed, packaged, marketed, promoted, sold or serviced and Services are developed, marketed, promoted
or rendered, in a manner that complies with the building and security requirements of Licensee, in order to conduct a reasonable
inspection and examination of such offices and facilities and the operation of the business of Licensee, in each case, solely
with respect to the Products and Services, use of the Licensed Marks and as necessary to confirm Licensee’s compliance with
the terms of this Agreement. Licensor and its authorized representatives shall also have the right to perform such additional
visits beyond the two (2) times per year if Licensor notifies Licensee that it believes, in its good-faith opinion, the Products
or Services or the use of the Licensed Marks is not in material conformance with the Standards of Quality or other material terms
of this Agreement; provided, that, any such additional visits shall be conducted on reasonable prior notice describing in reasonable
detail the facts and circumstances of the inspection and examination, at Licensor’s sole expense and only as necessary to
identify material non-conformance with the Standards of Quality or other material terms of this Agreement. Licensee agrees to
furnish Licensor, from time to time as reasonably requested by Licensor, access to representative samples of all Products to which
a Licensed Mark is affixed and representative samples showing all other uses of the Licensed Marks by Licensee. Upon Licensor’s
reasonable request, Licensee shall permit Licensor to promptly examine and audit documents, books, records and other information
pertaining to the operation of Licensee’s business as Licensor may reasonably require to verify that Licensee is complying
with the requirements of Article V herein in conjunction with Licensee’s use of the Licensed Marks in its corporate name.
In conducting any such review, inspection or audit under this Article VI, Licensor shall take all steps reasonably required by
Licensee to minimize disruption to Licensee’s business or operations and to keep strictly confidential any information and
materials received or otherwise made available to Licensor pursuant to this Article VI, including executing reasonable nondisclosure
agreements and accepting redacted documents, provided that such steps and agreements shall not prevent Licensor from pursuing
any claims that it may have in connection with this Agreement.


 


VII.
       PROTECTION AND ENFORCEMENT


 


A.               
In order to protect the Licensed Marks, the value of the Licensed Marks to Licensee, and the goodwill in the Licensed Marks,
Licensor shall maintain (i) a system for protection of the Licensed Marks in the Company Field and (ii) a docketing system to
monitor the activities in connection with (i), in each case of (i) and (ii), that is (1) at least comparable to commercially available
systems sold for the same purpose and (2) consistent in all material respects with those in place as of the Effective Date except
for any changes that apply to other GE businesses.


 


B.                
Licensor agrees to keep Licensee’s intellectual property counsel reasonably apprised (but no less than status updates
on a semi-annual basis) with respect to any enforcement actions undertaken as to the Licensed Marks within the Company Field consistent
with the manner in which Licensor works with other GE businesses on enforcement actions undertaken as to the Licensed Marks; provided,
that, with respect to the enforcement actions, if so requested by


 




    11


    


    

Licensor,
 Licensee shall or one of its Affiliates shall enter into (A) a customary non-disclosure agreement and/or (B) a customary
joint defense agreement or common interest agreement to ensure preservation of attorney-client privilege, in each case, with Licensor
and its Affiliates with respect to any information to be provided to Licensee pursuant to this section which agreements shall
be reasonably satisfactory to Licensor. Licensor agrees to provide reasonable information with respect to the registration of
the Licensed Marks within the Company Field to Licensee upon request from Licensee consistent with the manner in which Licensor
provides such information to other GE businesses.


 


C.               
With respect to enforcement actions undertaken as to the Licensed Marks, Licensee agrees that it will cooperate with and
provide reasonable access to Licensor and its Affiliates and representatives, during normal business hours and upon reasonable
notice, to Licensee’s personnel, properties, books and records and make available those employees of Licensee who assistance,
expertise, testimony, notes and recollections or presence may be necessary to assist Licensor in connection the purpose referred
to above, including the presence of such individuals as witnesses in hearings or trials for such purposes; provided, however,
that such assistance will not unreasonably interfere with the business or operations of Licensee and Licensor shall bear all out
of pocket costs and expenses reasonably incurred in connection with providing such assistance.


 


D.               
For clarity, as between the Parties, (x) Licensor shall have the sole right to enforce any trademarks for “General
Electric” and acronyms thereof and (y) Licensee shall have the sole right to enforce any trademarks for “Baker Hughes”
or acronyms thereof; provided that, with respect to the “BHGE” composite mark (the “Composite Mark”):


 


1.                 
Licensor shall have the first right, but not the obligation, to take (or refrain from taking) action against any third
party in the courts, administrative agencies or otherwise, at Licensor’s sole cost and expense, to enforce and defend the
Composite Mark; provided that Licensor shall reasonably consult with Licensee prior to undertaking any such action with respect
thereto to the extent such enforcement relates to the Company Field. In the event that Licensor elects not to take action against
a given third party in the courts, administrative agencies or otherwise, to enforce and defend the Composite Mark within thirty
(30) days after receiving notice thereof from Licensee, Licensee may elect to take action against such third party, at Licensee’s
sole cost and expense.


 


2.                 
The Parties shall reasonably cooperate in any action, suit or proceeding that either Party may undertake in respect of
the Composite Mark pursuant to clause (1) above (including executing, filing and delivering all documents and evidence reasonably
requested by the other Party in connection therewith) and shall lend its name to such action, suit or proceeding if reasonably
requested by the other Party or required by applicable Law. All reasonable out-of-pocket expenses incurred by the Party not controlling
the applicable enforcement action will be reimbursed by the Party controlling such enforcement action.


 


3.                 
Neither Party shall enter into any settlement or compromise of any action, suit or proceeding brought pursuant to clause
(1) above that affects the rights of the other Party in and to the Licensed Marks without the prior written consent of the other
Party, which shall not be unreasonably withheld, conditioned or delayed.


 




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4.                
In the event of any conflict between this Section VII.D and the remainder of this Article VII, this Section VII.D
shall take precedence and control in relation to any matters pertaining to any form of the Composite Mark (it being understood,
for the avoidance of doubt, that “Baker Hughes, a GE company” does not constitute a form of the Composite Mark).


 


VIII.      
ROYALTIES


 


A.               
The Corporate Assessment (as defined in the Intercompany Services Agreement) paid by Licensee to Licensor includes the
payment of royalties for all rights granted herein; provided that such royalties shall be deemed fully paid up as of the Trigger
Date and, for clarity, no further royalties shall be due or payable hereunder in respect of any phase-out period contemplated
by Sections X.D and X.H.


 


IX.   
OWNERSHIP AND VALIDITY OF LICENSED MARKS


 


A.               
Licensee admits the validity, and Licensor’s ownership, of the Licensed Marks and agrees that any and all goodwill,
rights or interests that might be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor.
If Licensee obtains rights or interests in the Licensed Marks, Licensee shall transfer those rights or interests to Licensor upon
request by Licensor. Licensee admits and agrees that, as between the Licensor and Licensee, Licensee has been extended only a
mere permissive right to use the Licensed Marks as provided in this Agreement which is not coupled with any ownership interest.


 


B.                
Licensee agrees not to: (i) use or register in any jurisdiction any Marks confusingly similar to, or consisting in whole
or in part of, any of the Licensed Marks; or (ii) register the Licensed Marks in any jurisdiction, without in each case the
express prior written consent of Licensor. Whenever Licensee becomes aware of any confusion or likelihood of confusion between
a Mark used by Licensee and a Licensed Mark or any risk of material tarnishment or blurring of a Licensed Mark, Licensee shall
take appropriate steps to promptly remedy or avoid such confusion, likelihood of confusion or risk.


 


C.                
Licensee shall give Licensor prompt notice of any known or presumed infringements of any of the Licensed Marks. Licensee
shall render to Licensor full and prompt reasonable cooperation (and, subject to Article IV, at Licensor’s expense) for
the enforcement and protection of the Licensed Marks. Licensor shall retain all rights to bring all actions and proceedings in
connection with infringement or misuse of any of the Licensed Marks at its sole discretion. If Licensor decides to enforce any
of the Licensed Marks against an infringer, all costs incurred and recoveries made shall be for the account of Licensor except
for any lost profits awarded pursuant to a final judgment that are attributable to the Company’s use of the Licensed Marks,
which shall be shared equally between the Parties.


 


D.               
Licensee will not at any time during the Term, and at any time thereafter for as long as Licensor shall own any rights
in the Licensed Marks, do or cause to be done any act or thing disparaging, disputing, attacking, challenging, impairing, diluting,
or in any way tending to harm the reputation or goodwill associated with Licensor or its Affiliates or the Licensed Marks. For
the avoidance of doubt, the preceding sentence shall not in any way limit Licensee’s ability to file and pursue a lawsuit
against Licensor.


 




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E.                
Licensor will not at any time during the Term do or cause to be done any act or thing disparaging, disputing, attacking,
challenging, impairing, diluting, or in any way tending to harm the reputation or goodwill associated with Licensee or its Affiliates.
For the avoidance of doubt, the preceding sentence shall not in any way limit Licensor’s ability to file and pursue a lawsuit
against Licensee.


 


F.                 
Licensee has no right, and shall not represent that it has any right, to bind or obligate Licensor in any way.


 


G.               
For clarity, as between the Parties, (x) Licensor shall own any trademarks for “General Electric” and acronyms
thereof and (y) Licensee shall own any trademarks for “Baker Hughes” and acronyms thereof; provided that, with respect
to the Composite Mark:


 


1.                 
Subject to clause (3) below, Licensor shall have the sole right to own, prosecute, obtain, maintain and renew applications
and registrations for the Composite Mark (including the right to own new applications for “BHGE” and to register corporate
names, trade names, domain names and social media identifiers utilizing “BHGE”).


 


2.                 
Upon Licensee’s reasonable request, Licensor shall obtain, maintain and renew applications and registrations (including
Internet domain names and social media identifiers) of the Composite Mark on Licensee’s behalf and at Licensee’s sole
cost and expense; provided that Licensee shall, upon Licensor’s written request and at Licensee’s sole cost and expense,
provide such cooperation and assistance in connection with the foregoing as may be necessary for Licensor to obtain such registrations.


 


3.                 
Upon the expiration or termination of this Agreement (but, in each case, only after the expiration of the applicable phase-out
period, if any, set forth in this Agreement), Licensor shall: (a) cancel any and all trademark registrations for any and
all forms of the Composite Mark (and for “Baker Hughes, a GE company” if applicable), (b) withdraw any and all
pending trademark applications for any and all forms of the Composite Mark (and for “Baker Hughes, a GE company” if
applicable), and (c) cancel, relinquish and otherwise cease to use any and all domain names and social media identifiers
that incorporate any form of the Composite Mark (or “Baker Hughes, a GE company” if applicable).


 


4.                 
In the event of any conflict between this Section IX.G and the remainder of this Article IX, this Section IX.G shall
take precedence and control in relation to any matters pertaining to any form of the Composite Mark.


 


X.      
TERM AND TERMINATION


 


A.               
Unless sooner terminated pursuant to any provision of this Article X, the term of this Agreement shall commence on the
Effective Date and continue until five (5) years from the Effective Date (“Initial Term”). This Agreement shall
automatically renew for successive five (5) year terms (each a “Renewal Term” and collectively with the Initial
Term, the “Term”) unless Licensee delivers a notice to Licensor indicating its intent not to renew the Agreement
no later than three (3) months prior to the expiration of the Initial Term or the then-current Renewal Term.


 




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B.               
In the event Licensee (i) breaches in any material respect any covenant in Article IV or Article V of this Agreement or,
prior to the Trigger Date, fails to pay the Corporate Assessment in accordance with the terms (including the cure period) of the
Intercompany Services Agreement or (ii) willfully or repeatedly (without commencing diligent efforts to remedy) breaches any covenant
in this Agreement, and, in the case of (i) and (ii), Licensor gives Licensee written notice of such breach (which notice shall
provide a description of the breach in reasonable detail), Licensee shall have the cure period prescribed in Section IV.B or Section
V.B, as applicable, for such breach (or, in the event there is no cure period prescribed, one hundred and twenty (120) days) from
Licensee’s receipt of such notice to remedy such breach. If such breach is not remedied within the applicable cure period,
Licensor shall have the right to terminate this Agreement in whole or in part at any time thereafter by giving Licensee notice
of such termination. If such breach is of a nonmonetary nature and is not capable of being cured within the applicable cure period
and Licensee has commenced and diligently continued actions to cure such breach within the applicable cure period, the cure period
shall be extended by forty five (45) days so long as Licensee is making diligent efforts to cure.


 


C.               
This Agreement shall automatically terminate without notice upon termination of the Intercompany Services Agreement prior
to the Trigger Date or termination of the CA Services (as that term is defined in the Intercompany Services Agreement) thereunder
prior to the Trigger Date.


 


D.               
Licensor may terminate this Agreement on the Trigger Date, subject to the phase-out period and rights described in Section
X.H.


 


E.                
This Agreement shall automatically terminate upon notice to Licensee in its entirety upon any of the following events with
respect to Licensee or its managing member, in each case to the extent occurring prior to the Trigger Date (and excluding, for
clarity, the consummation of any transaction or series of transactions resulting in the Trigger Date occurring):


 


1.                 
any merger or consolidation of Licensee into an unrelated third party where the Licensee ceases to exist as a result of
such merger and consolidation other than a transaction in which holders of the Licensee’s voting securities immediately
before such transaction, in the aggregate, have more than fifty percent (50%) of the voting power of all issued and outstanding
securities of the surviving corporation after such transaction;


 


2.                 
the sale of all or substantially all of the assets of Licensee to an unrelated third party; or


 


3.                 
a change of control of Licensee whereby any unrelated third party(ies) acquires fifty percent (50%) or more of the outstanding
voting securities of Licensee or the power, directly or indirectly, to direct or cause the direction of management or policies
(whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of Licensee.


 




    15


    


    

F.               
This Agreement shall automatically terminate without notice in the event Licensee commences, or has commenced against it,
proceedings under bankruptcy, insolvency or debtor’s relief Laws or similar Laws in any other jurisdiction, which proceedings
are not dismissed within sixty (60) days; Licensee makes a general assignment for the benefit of its creditors; or Licensee ceases
operations or is liquidated or dissolved.


 


G.               
Upon expiration or termination of the license granted under Article II, Licensee shall adopt a new corporate name that
does not consist, in whole or in part of, and is not dilutive of or confusingly similar to, any of the Licensed Marks; provided,
however, under no circumstance shall Licensee be required to forgo the Baker Hughes corporate name.


 


H.               
The phase-out period described in Section X.D shall be as follows: the earlier of (i) (a) one (1) year with respect to
the use of “Baker Hughes, a GE company” in Licensee’s corporate name, (b) three (3) years with respect
to the use of the word mark GE (excluding as part of “BHGE”) or the GE monogram in connection with Products and Services,
and (c) five (5) years with respect to the use of the word mark GE as part of “BHGE” as or as part of Licensee’s
(and/or any Permitted Sublicensee’s) corporate name (including use of such corporate name to indicate the entity providing
Products and Services solely within the Company Field) and/or as Licensee’s (or its applicable Permitted Sublicensee’s
or successor’s) stock ticker in accordance with Section II.F, in each case of (a)-(c), after the Trigger Date and (ii) the
date on which Licensee provides written notice to Licensor that Licensee no longer requires use of the Licensed Marks. For clarity,
(1) during the aforementioned phase-out period, Licensee may use the Licensed Marks in connection with Products and Services
that were not using the Licensed Marks prior to the Trigger Date so long as such use is otherwise in a manner consistent with
Licensee’s use prior to the Trigger Date (provided that the use of “BHGE” to a greater degree after the Trigger
Date (instead of the Licensed Marks on a separate basis) shall not alone be considered use in an inconsistent manner), in the
Company Field and otherwise in accordance with the terms and conditions of this Agreement, (2) during the aforementioned phase-out
period, the terms and conditions of this Agreement shall continue to be in force and effect and govern Licensee’s use of
the Licensed Marks and (3) nothing in this Agreement permits Licensee to use any of the Licensed Marks (including as part of “BHGE”)
in connection with any Product or Service that is not in the Company Field. Upon Licensee’s written request, the Parties
shall discuss in good faith, for a period of not less than one (1) year commencing immediately upon the Trigger Date, the terms
and conditions on which Licensor would be willing to reinstate and extend this Agreement with respect to Licensee’s right
to use the GE word mark as part of “BHGE” following the end of the phase-out period; provided that neither Party shall
be obligated to enter into such an arrangement.


 


I.                   
The following provisions of this Agreement shall survive any termination or expiration of this Agreement: Section II.H,
Section IX.G.4, Section X.H (including all other terms and conditions of this Agreement for the duration of the phase-out period
as described therein), this Section X.I, and Articles XI and XII. Unless otherwise specified herein, upon termination or expiration
of this Agreement, all licenses granted to Licensee herein shall immediately terminate.


 




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XI.            
INDEMNIFICATION; DISCLAIMER OF WARRANTIES AND ASSUMPTION OF RISK


 


A.               
Licensor shall fully indemnify Licensee and its Affiliates and its and their directors, officers, partners, employees and
agents from and against all losses, claims, damages, liabilities, costs (including reasonable attorneys’ fees) related to
or arising out of any claim, action, suit or proceeding, asserted against or suffered by Licensee by reason of infringement or
dilution of any Mark or infringement of any copyright right of a third party arising out of or relating to Licensee’s use
of the Licensed Marks in accordance with the terms of this Agreement. For the avoidance of doubt, the indemnity in this Section
XI.A only applies to any claim, action, suit or proceeding that relates to or arises out of the use of the Licensed Marks themselves,
and does not apply to the use of the other portions of the Licensed Form.


 


B.                
Except as otherwise provided under this Agreement, Licensee shall fully indemnify and hold harmless Licensor and its Affiliates
and its and their directors, officers, partners, employees and agents from and against any and all claims, losses, damages, liabilities,
costs (including reasonable attorneys’ fees), and expenses asserted against or suffered by Licensor or any of its Affiliates
and arising out of or relating to this Agreement or Licensee’s use of any of the Licensed Marks.


 


C.                
EACH PARTY AGREES AND ACKNOWLEDGES THAT THE LICENSED MARKS ARE LICENSED HEREUNDER AS IS, WITH ALL FAULTS, WITHOUT WARRANTY
OF ANY KIND, AND SUBJECT TO ALL EXISTING LICENSES AND RIGHTS GRANTED, AND THAT LICENSOR DOES NOT MAKE, AND LICENSOR HEREBY SPECIFICALLY
DISCLAIMS, ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


 


D.               
Except as otherwise provided under this Agreement, Licensee hereby assumes all risk and liability resulting from Licensee’s
use of the Licensed Marks.


 


XII.
GENERAL PROVISIONS


 


A.               
Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and interpreted in
accordance with the Laws of the State of New York irrespective of the choice of Laws principles of the State of New York other
than Section 5-1401 of the General Obligations Law of the State of New York. Any action or proceeding between Licensor and Licensee
to enforce any award of the arbitrators pursuant to Section XII.I or the provisions set forth in Exhibit D, and any action
for injunctive relief, will be brought exclusively in any state or federal court having subject matter jurisdiction in the County
of New York, State of New York. Licensor and Licensee consent specifically to the personal jurisdiction of such courts and irrevocably
waive their right to contest venue in any such courts. The Party seeking enforcement will be entitled to an award of all costs,
fees and expenses, including reasonable attorneys’ fees, to be paid by the Party against whom an order of enforcement is
obtained.


 
  




    17


    


    




B.                 Notices.
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given
or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier
service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or
by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following
addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section
XII.B):


 


Licensor:


 


General Electric Company

33-41 Farnsworth Street

Boston, Massachusetts 02210



Attention:James M. Waterbury

Telephone:(617) 443-3030

Facsimile:(617) 428-8402

Email:jim.waterbury@ge.com





 


Licensee:


 


Baker Hughes, a GE company,
LLC





17021 Aldine Westfield
Road





Houston, Texas 77073





 


Attention: William
D. Marsh

Telephone: (713) 879-1257

Facsimile: (713) 439-8472

Email: will.marsh@bhge.com


 


C.                
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall nevertheless remain
in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,
the Parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the
Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be
consummated as originally contemplated to the greatest extent possible.


 


D.               
Entire Agreement. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject
matter of this Agreement and supersedes all prior agreements and undertakings (including the Original Agreement), both written
and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.


 


E.                
Assignment; No Third-Party Beneficiaries. This Agreement shall not be assigned or transferred in whole or in part
by any Party without the prior written consent of the other Party, and any attempted assignment or transfer without such consent
shall be null and void. Notwithstanding the foregoing, Licensor, in its sole discretion, may assign this Agreement in


 




    18


    


    

whole
or in part to any Affiliate of Licensor at any time. This Agreement is for the sole benefit of the Parties hereto and their permitted
successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person
or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 


F.               
Amendment. No provision of this Agreement may be amended or modified except by a written instrument signed by the
Parties hereto. No waiver by any Party of any provision hereof shall be effective unless explicitly set forth in writing and executed
by the Party so waiving. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any other subsequent breach.


 


G.               
Rules of Construction. Interpretation of this Agreement shall be governed by the following rules of construction:
(a) words in the singular shall be held to include the plural and vice versa; (b) references to the terms Article, Section, and
Exhibit are references to the Articles, Sections, and Exhibits to this Agreement unless otherwise specified; (c) the word “including”
and words of similar import shall be deemed in each case to be followed by the words “without limitation”; (d) provisions
shall apply, when appropriate, to successive events and transactions; (e) the headings contained herein are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement; (f) any references in this Agreement to
“the date hereof” refers to the date of execution of this Agreement; (g) references to “this Agreement,”
“hereof,” “herein,” and “hereunder” refer to this Agreement as a whole and not to any particular
provision of this Agreement; and (h) this Agreement shall be construed without regard to any presumption or rule requiring construction
or interpretation against the Party drafting or causing any instrument to be drafted.


 


H.               
Counterparts. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed
to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile shall be as effective as delivery of a manually executed counterpart of any
such Agreement.


 


I.                
Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement or the validity,
interpretation, breach or termination of any provision of this Agreement (“Dispute”) shall be resolved in accordance
with Exhibit D.


 


J.                
No Waiver. Failure by Licensor at any time to enforce or require strict compliance with any provision of this Agreement
shall not affect or impair that provision in any way or the rights of Licensor to avail itself of the remedies it may have in
respect of any subsequent breach of that or any other provision. The waiver of any term, condition, or provision of this Agreement
must be in writing and signed by an authorized representative of the waiving Party. Any such waiver will not be construed as a
waiver of any other term, condition, or provision, nor as a waiver of any subsequent breach of the same term, condition, or provision,
except as provided in a signed writing.


 



K.               
Headings. All headings used in this Agreement are for convenience of reference only. They will not limit or extend
the meaning of any provision of this Agreement, and will not be relevant in interpreting any provision of this Agreement.


 


[Remainder
of Page Intentionally Left Blank]


 


 


 


 


 


 


 


 


 


 



 




    19


    


    




 


IN WITNESS
WHEREOF, the Parties hereto have caused this instrument to be executed by their duly authorized representatives as of the date
first written above.


 





	 	GENERAL ELECTRIC COMPANY	 
	 	 	 
	 	 	 	 
	 	By:      	/s/
James M. Waterbury	 
	 	 	Name:
James M. Waterbury	 
	 	 	Title:
Vice President	 
	 	 	 	 
	 	 	 	 
	 	BAKER HUGHES, A GE COMPANY, LLC	 
	 	By: EHHC NewCo, LLC, its Managing Member	 
	 	 	 	 
	 	 	 	 
	 	By:      	/s/ Lee Whitley	 
	 	 	Name:
Lee Whitley	 
	 	 	Title: Corporate Secretary