Equity Repurchase Agreement, dated as of November 13, 2018, by and among General Electric Company, Baker Hughes, a GE company, and Baker Hughes, a GE company, LLC

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:

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”).

[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.