Exhibit 10.1


 





EQUITY
REPURCHASE AGREEMENT


 


This EQUITY
REPURCHASE AGREEMENT (this “Agreement”), is entered into as of November 13, 2018, by and 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 (“BHGE LLC”). Each of the foregoing
parties is referred to herein individually as a “Party” and collectively as the “Parties”.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the BHGE LLC Agreement (as
defined below).


 


W I T N E
S S E T H:


 


WHEREAS,
GE, BHGE and BHGE LLC are parties to that certain Amended and Restated Limited Liability Company Agreement, dated as of July 3,
2017, among BHGE LLC and its Members, including GE and certain Affiliates of GE (as the same may be amended from time to time,
the “BHGE LLC Agreement”), which provides for the management, operation and governance of BHGE LLC and sets
forth the rights and obligations of the Members in BHGE LLC generally;


 


WHEREAS,
GE intends, subject to market and other conditions, to offer and sell, or to cause certain other GE Group Members to offer and
sell, a number of shares of BHGE’s Class A common stock, par value $0.0001 per share (“Class
A Shares”), in an underwritten registered public offering pursuant to an automatic shelf registration statement
on Form S-3 to be filed by BHGE with the Securities and Exchange Commission (the “SEC”) (the “Public
Resale Offering”) and, prior to and in connection therewith intends to exchange, or cause certain GE Group Members to
exchange, a number of Paired Interests for an equal number of Class A Shares pursuant to
the Exchange Agreement;


 


WHEREAS,
GE intends to grant the Underwriters (as defined in the Master Agreement, dated as of November 13, 2018, by and between GE and
BHGE (the “Master Agreement”)) an option (the “Greenshoe Option”) to purchase additional
Class A Shares in connection with the Public Resale Offering (the “Option Shares”);


 


WHEREAS,
in connection with the Public Resale Offering, BHGE intends to repurchase, in one or more transactions, certain shares of its
Class B common stock, par value $0.0001 per share (“Class B Shares” and, together with Class A Shares, the
“Common Stock”), from GE and/or certain other GE Group Members, as applicable,
at a price per share equal to the par value of such Class B Shares pursuant to this Agreement;


 


WHEREAS,
BHGE LLC will repurchase, in one or more transactions, Common Units from GE and certain other GE Group Members, as applicable,
on a one-for-one basis with the Class B Shares purchased by BHGE at a price per Common Unit equal to the public offering price
per share of the Class A Shares sold in the Public Resale Offering, less underwriting discounts and commissions per share, as
set forth on the cover page to the final prospectus supplement (the “Net Offering Price”) filed by BHGE pursuant
to Rule 424(b) under the Securities Act of 1933, as amended,
in connection with the Public Resale Offering, less the par value of the corresponding Class B Share;


 




     


     


    




 


WHEREAS,
GE, BHGE and BHGE LLC (and their respective Affiliates) shall treat the Common Unit Repurchase (as defined below) as a distribution
by BHGE LLC to the relevant GE Group Member under Section 731(a) of the Internal Revenue Code of 1986, as amended, for U.S. federal
income tax purposes; and


 


WHEREAS,
GE intends to surrender to BHGE and BHGE LLC for repurchase, or cause certain other GE Group Members to surrender to BHGE and
BHGE LLC for repurchase, and BHGE and BHGE LLC shall repurchase, an equal amount of Class B Shares and Common Units (together,
the “Purchased Securities”), respectively.


 


NOW, THEREFORE,
in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Party hereby
agrees as follows:


 


		1.	Agreement to Surrender Paired
                                         Interests. In connection with the repurchase of the Purchased Securities, on the
                                         Public Resale Offering Closing Date (as defined below):



 


		a.	GE shall surrender to BHGE for
                                         repurchase, and/or cause certain other GE Group Members to surrender to BHGE for repurchase,
                                         and BHGE shall repurchase, 65,000,000 whole Class B Shares, at a price per share equal
                                         to the par value of such Class B Shares (the “Firm Share Repurchase”).



 


		b.	GE shall surrender to BHGE LLC
                                         for repurchase, and/or cause certain other GE Group Members to surrender to BHGE LLC
                                         for repurchase, and BHGE LLC shall repurchase, a number of Common Units equal to the
                                         number of whole Class B Shares surrendered and repurchased pursuant to the Firm Share
                                         Repurchase, at a price per Common Unit equal to the Net Offering Price (less the par
                                         value of the corresponding Class B Share), (the “Common Unit Repurchase”),



 


provided,
that notwithstanding anything to the contrary contained in this Section 1, BHGE and BHGE LLC, as applicable, shall only be obligated
to effect the Firm Share Repurchase and Common Unit Repurchase to the extent that the aggregate purchase price for the Purchased
Securities pursuant to this Agreement does not exceed $1,498,950,485.20 (the “Maximum Share Repurchase Amount”).


 


		2.	Option Share Repurchase.
                                         In the event that the Greenshoe Option is not fully exercised in accordance with its
                                         terms, then GE shall, on the third Business Day after the expiration of the 30-day period
                                         in which the Underwriters may elect to exercise the Greenshoe Option (the “Option
                                         Period”), surrender for repurchase, and/or cause certain other GE Group Members
                                         to surrender for repurchase, and BHGE and BHGE LLC, as applicable, shall repurchase (the
                                         date of such surrender and repurchase, the “Option Share Repurchase Closing
                                         Date”), in each case in the manner
and at the price provided for in Section 1, a number of Paired Interests equal to the difference of (i) the number of Class
A Shares that would have been purchased by the Underwriters (as defined in the Master Agreement) had the Greenshoe Option been
fully exercised in accordance with its terms minus (ii) the number of Class A Shares actually purchased by the Underwriters
pursuant to the Greenshoe Option (the “Option Share Repurchase”); provided, that notwithstanding anything
to the contrary contained in this Section 2, BHGE and BHGE LLC, as applicable, shall only be obligated to effect the Option
Share Repurchase to the extent that the aggregate purchase price for the Purchased Securities pursuant to this Agreement does
not exceed the Maximum Share Repurchase Amount.



 




     


     


    




 


		3.	Conditions of the Obligations
                                         of the Parties; Termination. The obligations of GE to deliver Purchased Securities
                                         pursuant to Section 1, and BHGE and BHGE LLC to repurchase and pay for such Purchased
                                         Securities pursuant to Section 1, shall be subject to the timely performance by
                                         GE and BHGE and BHGE LLC of each of their respective covenants and other obligations
                                         hereunder, including the initial settlement of the Public Resale Offering (the “Initial
                                         Settlement”). The obligations of GE to deliver Purchased Securities pursuant
                                         to Section 2, and BHGE and BHGE LLC to repurchase and pay for such Purchased Securities
                                         pursuant to Section 2, shall be subject to (i) the timely performance by GE and
                                         BHGE and BHGE LLC, as the case may be, of each of their respective covenants and other
                                         obligations hereunder, including the Initial Settlement and (ii) the expiration of the
                                         Option Period without the full exercise thereof. This Agreement may be terminated at
                                         any time following the earliest of (x) the termination or abandonment of the Public Resale
                                         Offering, (y) the full exercise by the Underwriters of the Greenshoe Option and (z) the
                                         completion of the Option Share Repurchase, by GE by notice to BHGE and BHGE LLC or by
                                         BHGE and BHGE LLC by notice to GE, which termination shall be without liability on the
                                         part of any Party to any other Party, except that Section 5 shall at all times
                                         be effective and shall survive such termination and no Party shall be relieved of any
                                         liability in respect of its breach of this Agreement that occurs prior to such termination.



 


		4.	Payment. Payment for the
                                         Purchased Securities shall be made to GE in Federal or other funds immediately available
                                         in New York City against delivery of the Purchased Securities for the respective accounts
                                         of BHGE and BHGE LLC at 9:00 a.m., New York City time, on, (i) in the case of Purchased
                                         Securities repurchased by BHGE and BHGE LLC, as applicable, pursuant to Section 1,
                                         the closing date of the Public Resale Offering, or at such other time and on such other
                                         date as BHGE, BHGE LLC and GE shall mutually agree (the time and date of such payment
                                         pursuant to clause (i) are hereinafter referred to as the “Public Resale Offering
                                         Closing Date”) and (ii) in the case of Purchased Securities repurchased by
                                         BHGE and BHGE LLC, as applicable, pursuant to Section 2, the Option Share Repurchase
                                         Closing Date, or at such other time and on such other date as BHGE, BHGE LLC and GE shall
                                         mutually agree.



 


		5.	Miscellaneous.
Sections 15.03 (Notices), 15.04 (Binding Effect), 15.05 (Governing Law; Jurisdiction; Specific Performance),
15.06 (Counterparts; Electronic Transmission of Signatures), 15.07 (Assignment; No Third Party Beneficiaries), 15.08 (Severability),
15.11 (Waiver), 15.13 (Further Action) and 15.15 (Descriptive Headings; Interpretation) of the BHGE LLC Agreement are
hereby incorporated by reference into this Agreement, mutatis mutandis, as if fully set forth herein.



 




     


     


    




 


		6.	Entire Agreement. This Agreement
                                         and the Master Agreement, dated as of the date hereof, among GE, BHGE and BHGE LLC, constitutes
                                         the entire agreement, and supersedes all other prior agreements and understandings (both
                                         written and oral, including the Equity Repurchase Agreement dated November 5, 2017, the
                                         Second Equity Repurchase Agreement dated February 23, 2018 and the Third Equity Repurchase
                                         Agreement dated April 26, 2018) between the Parties with respect to the subject matter
                                         hereof.



 


		7.	Amendment. No amendment of
                                         this Agreement will be effective unless made in writing and signed by a duly authorized
                                         representative of each Party.



 


[Signature
Page Follows]


 




     


     


    

IN WITNESS
WHEREOF, the Parties have caused this Agreement to be duly executed and delivered 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	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Lee Whitley	 
	 	Name:	Lee
    Whitley	 
	 	Title:	Corporate
    Secretary	 
	 	 	 	 
	 	 	 	 
		BAKER HUGHES, A GE COMPANY, LLC	 
	 	 	 	 
	 	By: EHHC NewCo, LLC, its Managing Member	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
    Lee Whitley	 
	 	Name:	Lee
    Whitley	 
	 	Title:	Corporate
    Secretary