Form 8-K

8-K — HMH Holding Inc

Accession: 0001193125-26-140110

Filed: 2026-04-02

Period: 2026-03-31

CIK: 0002021880

SIC: 3533 (OIL & GAS FILED MACHINERY & EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d100419d8k.htm (Primary)

EX-1.1 (d100419dex11.htm)

EX-3.1 (d100419dex31.htm)

EX-3.2 (d100419dex32.htm)

EX-4.1 (d100419dex41.htm)

EX-4.2 (d100419dex42.htm)

EX-10.1 (d100419dex101.htm)

EX-10.2 (d100419dex102.htm)

EX-10.3 (d100419dex103.htm)

EX-10.4 (d100419dex104.htm)

EX-10.5 (d100419dex105.htm)

EX-10.6 (d100419dex106.htm)

EX-10.7 (d100419dex107.htm)

EX-10.8 (d100419dex108.htm)

EX-10.9 (d100419dex109.htm)

EX-10.10 (d100419dex1010.htm)

EX-10.11 (d100419dex1011.htm)

EX-10.12 (d100419dex1012.htm)

EX-10.13 (d100419dex1013.htm)

EX-99.1 (d100419dex991.htm)

EX-99.2 (d100419dex992.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d100419d8k.htm · Sequence: 1

8-K

HMH Holding Inc --12-31 false 0002021880 0002021880 2026-03-31 2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

HMH Holding Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-43221

99-2746883

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3300 North Sam Houston Parkway East, Houston, Texas

77032

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (281) 449-2000

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A common stock, par value $0.01 per share

HMH

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

Underwriting Agreement

On March 31, 2026, HMH Holding Inc., a Delaware corporation (the “Company”), and HMH Holding B.V., a Netherlands private limited company (“HMH B.V.”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Piper Sandler & Co., Evercore Group L.L.C., Citigroup Global Markets Inc. and DNB Carnegie, Inc., as representatives of the other underwriters listed in Schedule 1 (the “Underwriters”), relating to the offer and sale (the “Offering”) of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”). The Underwriting Agreement provides for the offer and sale by the Company, and the purchase by the Underwriters, of 10,520,000 shares of Class A common stock at a price to the public of $20.00 per share. Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase up to 1,578,000 additional shares of Class A common stock if they sell more than 10,520,000 shares of Class A common stock. The material terms of the Offering are described in the prospectus (the “Prospectus”), dated March 31, 2026, filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering was registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-281497), initially filed by the Company on August 12, 2024 (as amended, the “Registration Statement”).

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.

The Offering closed on April 2, 2026, and the Company received proceeds from the Offering of approximately $193.8 million (net of underwriting discounts, commissions and estimated offering expenses payable by the Company). As described in the Prospectus, the Company intends to (i) use $39.5 million of the net proceeds from the Offering to pay the cash consideration portion of the purchase price to purchase an aggregate of 2,100,000 B.V. Voting Class A Shares and 2,100,000 B.V. Voting Class B Shares (each, as defined below) from (A) Baker Hughes Company and its wholly owned subsidiary, Baker Hughes Holdings LLC (collectively, “Baker Hughes”) and (B) Akastor ASA and its wholly owned subsidiaries, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc. (collectively, “Akastor” and, together with Baker Hughes, the “Principal Stockholders”) and (ii) contribute all of the remaining net proceeds from the Offering to HMH B.V. in exchange for a number of newly issued B.V. Voting Class A Shares and B.V. Voting Class B Shares such that the number of B.V. Voting Class A Shares and B.V. Voting Class B Shares, respectively, held by the Company (taking into account the B.V. Voting Class A Shares and B.V. Voting Class B Shares acquired by the Company from the Principal Stockholders pursuant to the corporate reorganization transactions (as described in the Prospectus and Item 3.02, and effected in connection with closing of the Offering, the “Corporate Reorganization”) equals the number of shares of Class A common stock sold by the Company in the Offering. HMH B.V. intends to use an aggregate of $137.1 million of the net proceeds received by it, comprised of $110.0 million to be paid to Baker Hughes and $27.1 million to be paid to Akastor, to repay all of the outstanding principal and accrued and unpaid interest under a loan agreement with Baker Hughes Holdings LLC and Akastor AS, dated as of October 1, 2021 (as amended, the “Shareholder Loans”). Any remaining net proceeds are intended to be used for general corporate purposes, which may include funding for acquisitions, working capital requirements, capital expenditures and the repayment, refinancing, redemption or repurchase of indebtedness or other securities.

The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Relationships

As more fully described under the caption “Underwriting” in the Prospectus, certain of the Underwriters and their respective affiliates have provided, and may in the future provide, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.

Exchange Agreement

On April 2, 2026, in connection with the closing of the Offering, the Company entered into an exchange agreement (the “Exchange Agreement”) with HMH B.V., Akastor AS, Mercury HoldCo AS, Mercury HoldCo Inc. and Baker Hughes Holdings LLC.

Following the Offering and the Corporate Reorganization, (i) the Company serves as a holding company, with its sole material asset being an equity interest in HMH B.V., with such equity interest consisting of 10,520,000 Class A ordinary shares, which entitle the holder to one vote per share and track HMH B.V.’s U.S. operations (“B.V. Voting Class A Shares”), and 10,520,000 Class B ordinary shares, which entitle the holder to one vote per share and track HMH B.V.’s non-U.S. operations (“B.V. Voting Class B Shares” and, together with the B.V. Voting Class A Shares, the “B.V. Voting Shares”), (ii) Baker Hughes owns 16,288,748 shares of the Company’s Class B common stock, par value $0.01 per share (“Class B common stock”), 32,577,496 non-voting Class A ordinary shares that track HMH B.V.’s U.S. operations (“B.V. Non-Voting Class A Shares”) and 32,577,496 non-voting Class B ordinary shares that track HMH B.V.’s non-U.S. operations (“B.V. Non-Voting Class B Shares” and, together with B.V. Non-Voting Class A Shares, “B.V. Non-Voting Shares”), and (iii) Akastor owns 16,288,748 shares of Class B common stock, 32,577,496 B.V. Non-Voting Class A Shares and 32,577,496 B.V. Non-Voting Class B Shares.

Under the Exchange Agreement, each Principal Stockholder will, subject to certain limitations, have the right (the “Redemption Right”) to cause HMH B.V. to acquire all or a portion of its B.V. Non-Voting Shares, together with all or an equal portion of its Class B common stock, for either (i) shares of Class A common stock at a redemption ratio of one share of Class A common stock for each bundle of one B.V. Non-Voting Class A Share, one B.V. Non-Voting Class B Share and one share of the Company’s Class B common stock redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or, upon mutual agreement between such Principal Stockholder and us, or (ii) an equivalent amount of cash, based on the trailing ten-day volume weighted average price (“VWAP”) of the Company’s Class A common stock on The Nasdaq Global Select Market (“Nasdaq”) prior to the redemption date. Alternatively, upon the exercise of the Redemption Right, the Company has the right (the “Call Right”) to purchase the tendered bundle of one B.V. Non-Voting Class A Share, one B.V. Non-Voting Class B Share and one share of the Company’s Class B common stock directly from such Principal Stockholder for either (i) one share of Class A common stock, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or, upon mutual agreement of such redeeming Principal Stockholder and the Company, (ii) an equivalent amount of cash based on the trailing ten-day VWAP prior to the redemption date.

Akastor will also, subject to certain limitations, have the right (the “Hybrid Redemption Right”), in lieu of exercising its Redemption Right, to cause the Company to acquire all or a portion of its B.V. Non-Voting Class B Shares and all or a portion of the equity interests in Mercury HoldCo Inc. (“Mercury US shares”), together with all or an equal portion of the Company’s Class B common stock, for (i) shares of the Company’s Class A common stock at an exchange ratio of one share of Class A common stock for each bundle of a specified number of Mercury US shares, one B.V. Non-Voting Class B Share and one share of the Company’s Class B common stock exchanged, subject to conversion adjustments, or, upon mutual agreement between Akastor and the Company, (ii) an equivalent amount of cash, based on the trailing ten-day VWAP prior to the exchange date.

The Company’s independent directors will determine whether to issue shares of Class A common stock or cash based on facts in existence at the time of the decision which may include the relative value of the Class A common stock (including the trading prices for the Class A common stock at the time of redemption), the cash purchase price, the availability of other sources of liquidity and alternative uses for such cash.

The foregoing description is qualified in its entirety by reference to the full text of the Exchange Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Registration Rights Agreement

On April 2, 2026, in connection with the closing of the Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Principal Stockholders. Pursuant to the Registration Rights Agreement, the Company agreed to register the sale of shares of Class A common stock under certain circumstances, as described below.

At any time after the 180-day lock-up period described in the Prospectus and subject to certain limitations, each of Baker Hughes and Akastor (together with any person to whom rights under the Registration Rights Agreement are assigned in accordance therewith, the “RRA Holders”) has the right to require the Company to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement registering the offer and sale of their shares of the Company’s Class A common stock. Generally, the Company is required to provide notice of the request to certain other holders of its Class A common stock who may, in certain circumstances, participate in the registration. Subject to certain exceptions, each of Baker Hughes and Akastor will be entitled to make three demands per calendar year that the Company registers such securities. However, the Company will not be obligated to effect a demand registration or an underwritten offering within 90 days after any other demand registration and will not be obligated to effect an underwritten offering pursuant to a resale shelf registration statement within 90 days after any other underwritten offering pursuant to a resale shelf registration statement, subject to certain requirements.

Each RRA Holder will have certain “piggy-back” registration rights in the event that the Company proposes to file a registration statement with respect to an offering of the Company’s equity securities for its own account or for the account of its stockholders, pursuant to which the Company would be required to notify the RRA Holders and allow them to register for sale a number of their registrable securities as they may request in writing, subject to certain exceptions. Furthermore, not later than 180 days after execution of the Registration Rights Agreement, the Company is required to prepare and file with the SEC a shelf registration statement on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting the registration of such registrable securities for resale) to permit the public resale of all of the registrable securities thereunder in accordance with the terms of the Registration Rights Agreement.

The Registration Rights Agreement obligates the Company to cooperate reasonably with and take such customary actions as may be reasonably requested by, the RRA Holders in connection with the registration of registrable securities.

These registration rights are subject to certain conditions and limitations, and the Company will generally be obligated to pay all registration expenses in connection with these registration obligations, regardless of whether a registration statement is filed or becomes effective. The Registration Rights Agreement also requires the Company to indemnify each RRA Holder against certain liabilities under the Securities Act.

The foregoing description and the description of the Registration Rights Agreement contained in the Prospectus are qualified in their entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Tax Receivable Agreement

On April 2, 2026, in connection with the Offering, the Company and HMH B.V. entered into a tax receivable agreement (the “Tax Receivable Agreement”) with the Principal Stockholders.

The Tax Receivable Agreement generally provides for the payment by the Company to each Principal Stockholder of 85% of the net cash savings, if any, in U.S. federal, state, local and foreign income tax and franchise tax that the Company actually realizes (or is deemed to realize in certain circumstances) in periods after the Offering as a result of, as applicable to each Principal Stockholder, (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such Principal Stockholder’s B.V. Non-Voting Shares (or, in the case of Akastor, B.V. Non-Voting Class B Shares and Mercury US shares) in connection with the Offering or pursuant to an exercise of the Redemption Right or the Company’s Call Right; (ii) the utilization of certain net operating losses of Mercury HoldCo Inc. in the event that the Company acquires

Mercury US shares pursuant to the exercise of the Hybrid Redemption Right and (iii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under the Tax Receivable Agreement. The Company will retain the benefit of the remaining 15% of any actual net cash savings. The Company will be dependent on HMH B.V. to make distributions to the Company in an amount sufficient to cover the Company’s obligations under the Tax Receivable Agreement.

Payments will generally be made under the Tax Receivable Agreement as the Company realizes actual cash tax savings in periods after the Offering from the tax benefits covered by the Tax Receivable Agreement. However, if the Tax Receivable Agreement terminates early (at the Company’s election or as a result of the Company’s breach of a material obligation thereunder or certain mergers or other changes of control), the Company’s obligations under the Tax Receivable Agreement accelerate and the Company will be required to make an immediate payment equal to the present value of the anticipated future payments to be made by the Company under the Tax Receivable Agreement (calculated by applying a discount rate) in advance of any actual cash tax savings. Any such payment is expected to be substantial.

The foregoing description and the description of the Tax Receivable Agreement contained in the Prospectus are not complete and are qualified in their entirety by reference to the full text of the Tax Receivable Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Stockholders’ Agreement

On April 2, 2026, in connection with the closing of the Offering, the Company entered into a stockholders’ agreement (the “Stockholders’ Agreement”) with the Principal Stockholders. Among other things, the Stockholders’ Agreement provides each of the Principal Stockholders with the right to designate nominees to the Board of Directors of the Company (the “Board”) as follows:

•

so long as Baker Hughes and its affiliates collectively beneficially own at least 8,800,000 shares of the Company’s common stock, Baker Hughes can designate two nominees to the Board;

•

so long as Baker Hughes and its affiliates collectively beneficially own at least 4,400,000 but less than 8,800,000 shares of the Company’s common stock, Baker Hughes can designate one nominee to the Board;

•

so long as Akastor and its affiliates collectively beneficially own at least 8,800,000 shares of the Company’s common stock, Akastor can designate two nominees to the Board; and

•

so long as Akastor and its affiliates collectively beneficially own at least 4,400,000 but less than 8,800,000 shares of the Company’s common stock, Akastor can designate one nominee to the Board.

Additionally, the Company will be required to (i) include the Principal Stockholder nominees on each slate of director nominees for election in the Company’s annual meeting or special meeting proxy statement (or consent solicitation or similar document), (ii) recommend the election of such nominees to the Company’s stockholders and (iii) otherwise use reasonable best efforts to cause such nominees to be elected to the Board. Furthermore, for so long as a Principal Stockholder and its affiliates collectively beneficially own at least 4,400,000 shares of the Company’s common stock, any increase or decrease to the size of the Board or amendment, modification or waiver of the Company’s Amended and Restated Bylaws (as defined below) that relates to the size of the Board will require the prior written consent of such Principal Stockholder.

The foregoing description and the description of the Stockholders’ Agreement contained in the Prospectus are not complete and are qualified in their entirety by reference to the full text of the Stockholders’ Agreement, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

HMH B.V. Partnership Agreement

On April 2, 2026, in connection with the Offering, the Company and HMH B.V. entered into the HMH B.V. Partnership Agreement (the “Partnership Agreement”) with the Principal Stockholders. The Partnership Agreement initially provides for four classes of HMH B.V. shares entitling the holder to equity of HMH B.V. consisting of (i) B.V. Non-Voting Class A Shares, (ii) B.V. Non-Voting Class B Shares, (iii) B.V. Voting Class A Shares and (iv) B.V. Voting Class B Shares. For each pair of one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share, the holder of each pair shall hold one share of the Company’s Class B common stock.

Pursuant to the Partnership Agreement, the Company (as the holder of all B.V. Voting Shares) will have the right to determine when distributions will be made to the holders of B.V. Voting Shares and B.V. Non-Voting Shares (collectively, the “B.V. Shares”) and the amount of any such distributions. If the Company authorizes a distribution, such distribution will be made to the holders of B.V. Shares on a pro rata basis in accordance with their respective percentage ownership of B.V. Shares. Any distributable amount will be allocated between the B.V. Share classes such that (to the fullest extent permitted by applicable law) distributions on B.V. Non-Voting Class A Shares and B.V. Voting Class A Shares will be funded by U.S. operations and distributions on B.V. Non-Voting Class B Shares and B.V. Voting Class B Shares shall be funded by non-U.S. operations. The holders of B.V. Shares, including the Company, will be allocated their proportionate share of any taxable income or loss of HMH B.V.’s U.S. and non-U.S. operations, as applicable, and will generally incur U.S. federal, state and local income taxes on their proportionate share of any net taxable income of HMH B.V.’s U.S. and non-U.S. operations, as applicable.

The Partnership Agreement provides that, except as otherwise determined by the Company or in connection with the exercise of the Call Right, at any time the Company issues a share of its Class A common stock (including any shares of Class A common stock issued pursuant to the 2026 LTIP (as defined below), incentive awards or any other debt or equity security, the net proceeds, if any, received by the Company with respect to such issuance will be concurrently invested in HMH B.V., and HMH B.V. will issue to the Company one B.V. Voting Class A Share and one B.V. Voting Class B Share or other economically equivalent debt or equity interest. Conversely, if at any time any shares of the Company’s Class A common stock are redeemed, repurchased or otherwise acquired, HMH B.V. will redeem, repurchase or otherwise acquire or directly cancel an equal number of B.V. Voting Class A Shares and B.V. Voting Class B Shares held by the Company, upon the same terms and for the same price, as the shares of the Company’s Class A common stock that are redeemed, repurchased or otherwise acquired. Furthermore, if at any time any pairs of one B.V. Non-Voting Class A Share and one B.V. Non-Voting Class B Share are transferred to another person, such redemption or transfer of any pairs of B.V. Non-Voting Shares will include redemption or transfer of the equivalent number of the Company’s Class B common stock.

The Partnership Agreement will provide for limitations on the ability of the HMH B.V. shareholders to transfer their B.V. Shares and will provide the Company, as owner of all B.V. Voting Shares, with the right to impose restrictions (in addition to those already in place) on the ability of shareholders of B.V. Non-Voting Shares to cause HMH B.V. to acquire or directly cancel their B.V. Non-Voting Shares pursuant to the Redemption Right to the extent the Company believes it is necessary to ensure that HMH B.V. will continue to be treated as a partnership for U.S. federal income tax purposes.

Under the Partnership Agreement, the shareholders of HMH B.V. agreed that the Principal Stockholders and their affiliates will be permitted to engage in business activities in which the Company engages or proposes to engage, do business with any client of the Company and otherwise compete, directly or indirectly, with the Company.

HMH B.V. will be dissolved only upon the first to occur of (i) the sale of substantially all of its assets or (ii) an election by the Company to dissolve HMH B.V. Upon dissolution, HMH B.V. will be liquidated and the proceeds from any liquidation will be applied and distributed in the following manner: (x) first, to creditors (including to the extent permitted by law, creditors who are shareholders of HMH B.V.) in satisfaction of the liabilities of HMH B.V. in the order of priority as provided by law, except any obligations to HMH B.V.’s shareholders in respect of their capital accounts, (y) second, to establish cash reserves that the Company reasonably deems necessary for contingent or unforeseen liabilities or future payments and (z) third, to the shareholders of HMH B.V. in proportion to the number of B.V. Shares owned by each of them.

The foregoing description and the Partnership Agreement contained in the Prospectus are not complete and are qualified in their entirety by reference to the full text of the Partnership Agreement, which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

2026 Long-Term Incentive Plan

The description of the Company’s 2026 Long-Term Incentive Plan (the “2026 LTIP”) provided in Item 5.02 hereto under the heading “2026 Long-Term Incentive Plan” is incorporated by reference into this Item 1.01. A copy of the 2026 LTIP is attached as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

Item 3.02

Unregistered Sales of Equity Securities.

Prior to the Offering and the Corporate Reorganization, the Principal Stockholders collectively held all equity interests in HMH B.V. As part of the Corporate Reorganization:

•

HMH B.V. underwent a 346,774.96 for 1 stock split, with Baker Hughes receiving 17,338,748 B.V. Voting Class A and 17,338,748 B.V. Voting Class B Shares, and Akastor receiving 17,338,748 B.V. Voting Class A Shares and 17,338,748 B.V. Voting Class B Shares;

•

HMH B.V. recapitalized, converting 32,577,496 B.V. Voting Class A Shares to B.V. Non-Voting Class A Shares and 32,577,496 B.V. Voting Class B Shares to B.V. Non-Voting Class B Shares;

•

the Company issued 10,520,000 shares of Class A common stock to purchasers in the Offering;

•

Baker Hughes sold 1,050,000 B.V. Voting Class A Shares and 1,050,000 B.V. Voting Class B Shares to the Company in exchange for $19.7 million in cash and received 16,288,748 shares of the Company’s Class B common stock in exchange for relinquishing voting rights on 16,288,748 of its B.V. Voting Class A Shares and 16,288,748 of its B.V. Voting Class B Shares;

•

Akastor sold 1,050,000 B.V. Voting Class A Shares and 1,050,000 B.V. Voting Class B Shares to the Company in exchange for $19.7 million in cash and received 16,288,748 shares of the Company’s Class B common stock in exchange for relinquishing voting rights on 16,288,748 of its B.V. Voting Class A Shares and 16,288,748 of its B.V. Voting Class B Shares; and

•

the Company contributed the remaining net proceeds from the Offering to HMH B.V. in exchange for newly issued B.V. Voting Shares, consisting of 8,420,000 B.V. Voting Class A Shares and 8,420,000 B.V. Voting Class B Shares, such that the Company holds, after taking into account the B.V. Voting Shares acquired from Baker Hughes and Akastor, one B.V. Voting Class A Share and one B.V. Voting Class B Share, respectively, for each share of the Company’s Class A common stock outstanding following the Offering.

Following the Offering and the Corporate Reorganization, the Company owns all B.V. Voting Shares, representing full voting control of HMH B.V., while the Principal Stockholders have retained equity interests through B.V. Non-Voting Shares. Specifically, (i) the Company serves as a holding company, with its sole material asset being an equity interest in HMH B.V., with such equity interest consisting of 10,520,000 B.V. Voting Class A Shares and 10,520,000 B.V. Voting Class B Shares), (ii) Baker Hughes owns 16,288,748 shares of the Class B common stock, 32,577,496 B.V. Non-Voting Class A Shares and 32,577,496 B.V. Non-Voting Class B Shares, and (iii) Akastor owns 16,288,748 shares of Class B common stock, 32,577,496 B.V. Non-Voting Class A Shares and 32,577,496 B.V. Non-Voting Class B Shares.

The foregoing transactions were undertaken in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

The foregoing description is qualified in its entirety by reference to the full text of the Prospectus under the heading “Corporate Reorganization,” incorporated in this Item 3.02 by reference.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 hereto is incorporated by reference into this Item 3.03.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Directors

On April 1, 2026, the Board, effective immediately after effectiveness of the Registration Statement, increased the size of the Board to seven and appointed Lance T. Loeffler and Kathleen S. McAllister as members of the Board.

Biographical information for Lance T. Loeffler and Kathleen S. McAllister, in addition to Daniel W. Rabun (Chairman of the Board), Judson E. Bailey, Karl Erik Kjelstad, Svein O. Stoknes and M. Georgia Magno, each of whom were appointed to the Board effective March 3, 2026, is set forth in the Prospectus under the caption “Management” and is incorporated herein by reference.

As compensation for services provided as a member of the Board, except as otherwise determined by the Board, each non-employee director will be compensated as follows:

•

each non-employee director, other than a non-employee director who serves as chairman of the Board, will be entitled to receive an annual cash retainer of $75,000, and any non-employee director serving as the chairman of the Board will be entitled to receive an annual cash retainer of $125,000, each paid in quarterly installments, based on calendar quarters, in arrears on a prorated basis;

•

the chairperson of the Board’s Audit Committee will be entitled to receive an additional cash retainer of $25,000, paid in quarterly installments, based on calendar quarters, in arrears on a prorated basis;

•

the chairperson of the Board’s Compensation Committee will be entitled to receive an additional cash retainer of $20,000, paid in quarterly installments, based on calendar quarters, in arrears on a prorated basis;

•

the chairperson of the Board’s Nominating and Governance Committee will be entitled to receive an additional cash retainer of $15,000, paid in quarterly installments, based on calendar quarters, in arrears on a prorated basis;

•

each non-employee director who is re-elected to serve, or will continue serving as a non-employee director immediately following any annual meeting of the Company’s stockholders, will receive an annual grant (the “Annual RSU Award”) of restricted stock units (“RSUs”) on the date of the Company’s annual stockholder meeting beginning with the first annual stockholder meeting following the listing of the Company’s Class A common stock on Nasdaq with a fair market value of $150,000, if such non-employee director will not serve as the chairman of the Board, or $175,000, if such non-employee director will serve as the chairman of the Board, which will vest on the day prior to the first annual meeting of the Company’s stockholders following the date the RSUs are granted, subject to the non-employee director’s continued service; and

•

each non-employee director will be reimbursed for reasonable out-of-pocket expenses incurred while attending meetings of the Board or any of its committees

In addition, each non-employee director has received or will receive an initial RSU award with respect to service prior to the Company’s first annual stockholder meeting following the consummation of the Offering. The fair market value of the initial RSU award will equal (i) the fair market value of the Annual RSU Award that such non-employee director would be eligible to receive based on the compensation program described above, multiplied by (ii) a fraction, which may be greater than one, (A) the numerator of which is the number of days beginning upon consummation of the Offering and ending on May 19, 2027 (which is the day before the date on which the first annual stockholder meeting is assumed to occur for this purpose) and (B) the denominator of which is 365.

A non-employee director nominated by a Principal Stockholder may elect to waive cash and RSU award compensation. Such director may instruct or request that such waived cash or RSU award compensation instead be directed or transferred to such Principal Stockholder or such director’s charity of choice. The Company does not currently anticipate that Judson E. Bailey or M. Georgia Magno will receive additional compensation for their respective service on the Board.

Ms. McAllister, Mr. Loeffler and Mr. Rabun will initially serve as members of the Board’s Audit Committee, with Ms. McAllister serving as chair of the Audit Committee. Mr. Rabun, Mr. Loeffler and Ms. McAllister will initially serve as members of the Board’s Compensation Committee, with Mr. Rabun serving as the chair of the Compensation Committee. Mr. Loeffler, Mr. Rabun and Ms. McAllister will initially serve as members of the Board’s Nominating and Governance Committee, with Mr. Loeffler serving as the chair of the Nominating and Governance Committee.

Based upon information requested from and provided by each director concerning her or his background, employment and affiliations, including family relationships, the Board determined that Mr. Loeffler, Ms. McAllister and Mr. Rabun, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements of Nasdaq. The Company expects a majority of the Board to be comprised of independent directors within 12 months from the date of listing to comply with the majority independent board requirement of the Nasdaq listing standards. Except as previously disclosed in the Registration Statement and the Prospectus, there are no transactions in which Mr. Loeffler, Ms. McAllister and Mr. Rabun have an interest requiring disclosure under Item 404(a) of Regulation S-K.

Departure of Director

In connection with the closing of the Offering, Dwight W. Rettig resigned as the sole director of the Company.

Indemnification Agreements

On April 2, 2026, in connection with the Offering, the Company entered into indemnification agreements with each of its directors and officers (the “Indemnification Agreements”). The Indemnification Agreements require the Company to indemnify each such individual to the fullest extent permitted under Delaware law against liability that may arise by reason of such individual’s service to the Company, and to advance expenses incurred as a result of any proceeding against such individual as to which he or she could be indemnified.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

2026 Long-Term Incentive Plan

On April 2, 2026, the Company adopted the 2026 LTIP for the benefit of employees, including any officers or employee-directors, consultants, independent contractors and other service providers of the Company and its subsidiaries, and all non-employee directors of the Company. The 2026 LTIP provides for the grant of all or any of the following types of awards: (1) stock options, (2) stock appreciation rights, (3) restricted stock awards, (4) RSUs, (5) performance awards, (6) dividend equivalents, (7) other stock-based awards and (8) cash-based awards. Subject to adjustment in accordance with the terms of the 2026 LTIP, 3,700,714 shares of Class A common stock have been reserved for issuance pursuant to awards under the 2026 LTIP. If any shares of Class A common stock subject to an award are forfeited, an award expires or otherwise terminates without issuance of shares of Class A common stock, or an award is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the shares of Class A common stock subject to such award, then any such shares of Class A common stock subject to such award will be added to the shares available for grant under the 2026 LTIP on a one-for-one basis, but no additional shares of Class A common stock will be added back to the shares available for grant under the 2026 LTIP for any of the 1,500,714 shares of Class A common stock underlying awards issued at closing of the Offering in replacement of phantom awards outstanding prior to closing of the Offering. The 2026 LTIP will be administered by the Board’s Compensation Committee.

The foregoing description of the 2026 LTIP is not complete and is qualified in its entirety by reference to the full text of the 2026 LTIP, which is attached as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated in this Item 5.02 by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

Amended and Restated Certificate of Incorporation

The Company amended and restated its certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), which was filed with the Secretary of State of the State of Delaware on April 2, 2026, and became effective on April 2, 2026.

A description of the Amended and Restated Certificate of Incorporation is contained in the section of the Prospectus entitled “Description of capital stock” and is incorporated herein by reference.

The foregoing description of the Amended and Restated Certificate of Incorporation and the description contained in the Prospectus are qualified in their entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated in this Item 5.03 by reference.

Amended and Restated Bylaws

On April 2, 2026, the Company amended and restated its bylaws (the “Amended and Restated Bylaws”). A description of the Amended and Restated Bylaws is contained in the section of the Prospectus entitled “Description of capital stock” and is incorporated herein by reference.

The foregoing description and the description of the Amended and Restated Bylaws contained in the Prospectus are qualified in their entirety by reference to the full text of the Amended and Restated Bylaws, which are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated in this Item 5.03 by reference.

Item 7.01

Regulation FD Disclosure.

On March 31, 2026, the Company issued a press release announcing the pricing of the Offering. On April 2, 2026, the Company issued a press release announcing the closing of the Offering. Copies of each press release are furnished herewith as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, are being “furnished” pursuant to General Instruction B.2 of Form 8-K and shall not be deemed to be “filed” for purpose of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Name

1.1

Underwriting Agreement, dated March 31, 2026, by and among HMH Holding Inc., HMH Holding B.V., J.P. Morgan Securities LLC, Piper Sandler & Co., Evercore Group L.L.C., Citigroup Global Markets Inc. and DNB Carnegie, Inc., as representatives of the underwriters listed in Schedule 1 therein.

3.1

Amended and Restated Certificate of Incorporation of HMH Holding Inc., dated April 2, 2026.

3.2

Amended and Restated Bylaws of HMH Holding Inc., dated April 2, 2026.

4.1

Registration Rights Agreement, dated as of April 2, 2026, by and among HMH Holding Inc. and the signatories thereto.

4.2

Stockholders’ Agreement, dated April 2, 2026, by and among HMH Holding Inc., Baker Hughes Holdings LLC, Akastor AS and Mercury HoldCo Inc.

10.1

Tax Receivable Agreement, dated April 2, 2026, by and among HMH Holding Inc., HMH Holding B.V., Baker Hughes Holdings LLC, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc.

10.2

Exchange Agreement, dated April 2, 2026, by and among HMH Holding Inc., HMH Holding B.V., Baker Hughes Holdings LLC, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc.

10.3

Partnership Agreement of HMH Holding B.V., dated April 2, 2026, by and among HMH Holding B.V., HMH Holding Inc., Baker Hughes Holdings LLC, Akastor AS and Mercury HoldCo Inc.

10.4†

Form of Director and Officer Indemnification Agreement, dated as of April 2, 2026, by and between HMH Holding Inc. and such Director or Officer party thereto.

10.5†

HMH Holding Inc. 2026 Long-Term Incentive Plan.

10.6†

Form of Award Agreement replacing founders’ phantom equity award.

10.7†

Form of Award Agreement replacing 2022 long-term incentive award.

10.8†

Form of Award Agreement replacing 2023 long-term incentive award.

10.9†

Form of Award Agreement replacing 2024 long-term incentive award.

10.10†

Form of Award Agreement replacing 2025 long-term incentive award.

10.11†

Form of Award Agreement replacing 2023 long-term incentive award for former employees.

10.12†

Form of Award Agreement replacing 2024 special recognition long-term incentive award.

10.13†

Form of Non-Employee Director Restricted Stock Unit Award Agreement.

99.1

Press Release, dated as of March 31, 2026.

99.2

Press Release, dated as of April 2, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HMH HOLDING INC.

Date: April 2, 2026

By:

/s/ Dwight W. Rettig

Name:

Dwight W. Rettig

Title:

Chief Administration Officer, General Counsel and Corporate Secretary

EX-1.1

EX-1.1

Filename: d100419dex11.htm · Sequence: 2

EX-1.1

Exhibit 1.1

Execution Version

HMH Holding Inc.

10,520,000

Shares of Class A Common Stock

Underwriting Agreement

March 31, 2026

J.P. Morgan Securities LLC

Piper Sandler & Co.

Evercore Group L.L.C.

Citigroup Global Markets Inc.

DNB Carnegie, Inc.

As Representatives of the

several Underwriters listed

in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Piper Sandler & Co.

350 North 5th Street, Suite

1000

Minneapolis, Minnesota 55401

c/o Evercore Group

L.L.C.

55 East 52nd Street

New York, New York 10055

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o DNB Carnegie, Inc.

30 Hudson Yards, 81st Floor

500 W. 33rd Street

New York, New York 10001

Ladies and Gentlemen:

HMH Holding Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule

1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 10,520,000 shares of Class A

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common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,578,000 shares of Class A common

stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to

the sale of the Shares are referred to herein as the “Stock”.

J.P. Morgan Securities LLC (the “Directed Share

Underwriter”) has agreed to reserve a portion of the Shares to be purchased by it under this underwriting agreement (this “Agreement”), up to 526,000 Shares, for sale to the Company’s directors, director nominees, officers,

employees, distributors, dealers, business associates and other parties related to the Company (collectively, “Participants”), as set forth in the Prospectus (as hereinafter defined) under the heading “Underwriting” (the

“Directed Share Program”). The Shares to be sold by the Directed Share Underwriter and its affiliates pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally

confirmed for purchase by any Participant by 4:00 P.M., New York City time, on the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

The Company was formed in contemplation of the proposed issuance and sale of the Shares (the “Offering”). It is understood and

agreed to by all parties that the Company will, prior to the closing of the Offering, enter into certain reorganization transactions described under the heading “Corporate reorganization” in the Registration Statement, the Pricing

Disclosure Package and the Prospectus (each as defined herein) (the “Reorganization Transactions”). Following the Offering and the Reorganization Transactions, the Company will be a holding company whose sole material asset will consist

of a 24.4% equity interest in HMH Holding B.V. (“HMH B.V.” and, together with the Company, the “Company Parties”), with such equity interest consisting of 10,520,000 Class A ordinary shares, which entitle the holder to

one vote per share and track HMH B.V.’s U.S. operations (the “B.V. Voting Class A Shares”), and 10,520,000 Class B ordinary shares, which entitle the holder to one vote per share and track HMH B.V.’s non-U.S. operations (the “B.V. Voting Class B Shares” and, together with the B.V. Voting Class A Shares, the “B.V. Voting Shares”). HMH B.V. will continue to wholly own all of the

Company’s operating assets. After the consummation of the transactions contemplated by the Prospectus, the Company will own all of the B.V. Voting Shares and will be responsible for all operational, management and administrative decisions

relating to HMH B.V.’s business. References herein to the “Company and its subsidiaries” refer to Company and its subsidiaries pro forma following the Reorganization Transactions.

The Company Parties hereby confirm their agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:

1. Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the

“Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement (File No. 333-281497), including a

prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration

statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each

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prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and

the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers

pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration

Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms

in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined below), the Company had prepared the

following information (collectively with the pricing information set forth on Annex A, the “Pricing Disclosure Package”): a Preliminary Prospectus dated March 23, 2026 and each “free-writing prospectus” (as defined

pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means 4:00 P.M., New York City

time, on March 31, 2026.

2. Purchase of the Shares.

(a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each

Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $18.80 (the “Purchase

Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto.

In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the

Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the

Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.

If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares

which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10

hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall

make.

The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before

the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when

the

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Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the

tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to

the date and time of delivery specified therein.

(b) The Company understands that the Underwriters intend to make a public offering

of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.

(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the

Representatives in the case of the Underwritten Shares, at the offices of Latham & Watkins, 811 Main St. Suite 3700, Houston, TX 77002 at 10:00 A.M., New York City time, on April 2, 2026, or at such other time or place on the same or

such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the

written notice of the Underwriters’ election to purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date”, and the time and date for such payment for the

Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.

Payment for the Shares

to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date or the

Additional Closing Date, as the case may be, with any documentary, stamp, registration or similar issuance taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities

of The Depository Trust Company unless the Representatives shall otherwise instruct.

(d) The Company acknowledges and agrees that

the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining

the terms of the Offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any

legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the

transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company,

the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives and the other Underwriters and shall not be on behalf of the Company.

3. Representations and Warranties of the Company Parties. Each Company Party represents and warrants to each Underwriter that:

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(a) Preliminary Prospectus. No order preventing or suspending the use of any

Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the Securities Act, and no Preliminary

Prospectus, at the time of filing thereof, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading; provided that the Company Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in

writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in

Section 7(b) hereof.

(b) Pricing Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not,

and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the

circumstances under which they were made, not misleading; provided that the Company Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to

any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter

consists of the information described as such in Section 7(b) hereof. No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material fact included in the Pricing

Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

(c) Issuer Free Writing

Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used,

authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an

offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not

constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in

writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities

Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to

delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company Parties

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make no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with

information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the

only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(d) Emerging Growth Company. From the time of initial confidential submission of the Registration Statement to the Commission

(or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication)

through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act.

(e) Testing-the-Waters Materials. The

Company (i) has not alone engaged in any Testing-the-Waters Communications other than

Testing-the-Waters Communications with the consent of the Representatives (x) with entities that are qualified institutional buyers (“QIBs”) within the

meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act (“IAIs”) and otherwise in compliance with the

requirements of Section 5(d) of the Securities Act or (y) with entities that the Company reasonably believed to be QIBs or IAIs and otherwise in compliance with the requirements of Rule 163B under the Securities Act and (ii) has not

authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to

act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Annex B hereto. “Written

Testing-the-Waters Communication” means any Testing-the-Waters Communication that

is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the

information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the applicable provisions of the Securities Act, and when taken together with the Pricing Disclosure Package as of the

Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements

therein, in the light of the circumstances under which they were made, not misleading.

(f) Registration Statement and

Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to

Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened or contemplated by the Commission; as of the applicable effective date of the

Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment

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complied and, as of the Closing Date or any Additional Closing Date, will comply in all material respects with the applicable requirements of the Securities Act, and did not, as of the applicable

effective date, and will not, as of the Closing Date or any Additional Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein

not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus will comply in all material respects with the

applicable provisions of the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were

made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in

writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any

Underwriter consists of the information described as such in Section 7(b) hereof.

(g) Financial Statements. The

financial statements (including the related notes thereto) of the Company and the historical financial statements (including the related notes thereto) of HMH B.V., the Company’s accounting predecessor, included in the Registration Statement,

the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and HMH B.V. and its

consolidated subsidiaries, as applicable, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted

accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Registration Statement present fairly in all material respects the

information required to be stated therein; and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and HMH B.V. and its

consolidated subsidiaries, as applicable, and presents fairly in all material respects the information shown thereby; all disclosures included in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; and the pro forma financial information and the related notes thereto included in the Registration

Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the material assumptions underlying such pro forma financial information are

reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(h) No Material

Adverse Change. Since the date of the most recent financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material change in the capital stock (other than

the Reorganization Transactions and the issuance of shares of Common Stock upon exercise or settlement (including any “net” or “cashless” exercises or settlements) of phantom incentive

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awards, restricted stock units, stock options and warrants described as outstanding in, and the exchange, if any, of equity interests of HMH B.V. in, and the grant of phantom incentive awards,

restricted stock units, options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus) or any change in the short-term debt or long-term debt of the Company or

any of its subsidiaries (other than borrowings under the Revolver (as defined herein)), or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company or any of its subsidiaries on any class of capital stock

(other than redemptions described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus), or any material adverse change, or any development involving a prospective material adverse change, in

or affecting the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole; (ii) neither the Company nor any of its subsidiaries has

entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to

the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that

is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each

case as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(i) Organization

and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in

good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective

properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a

material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company Parties of

their obligations under the Transaction Documents (as defined below) (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries

listed in Exhibit 21.1 to the Registration Statement. The subsidiaries listed in Schedule 2 to this Agreement are the only significant subsidiaries of the Company.

(j) Capitalization. HMH B.V. has the capitalization set forth in the Registration Statement, the Pricing Disclosure Package and

the Prospectus. After giving effect to the Reorganization Transactions, the issuance of the Shares to be sold by the Company and the use of the net proceeds therefrom as described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus, the Company will have an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the as-adjusted column under the heading

“Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-

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assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Registration Statement, the

Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or

exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the

Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; after giving effect to the Reorganization Transactions, the capital stock of the Company Parties will conform in all material

respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and after giving effect to the Reorganization Transactions, all the outstanding shares of capital stock or other equity

interests of each subsidiary owned, directly or indirectly, by the Company will have been duly and validly authorized and issued, will be fully paid and non-assessable (except, in the case of any foreign

subsidiary, for directors’ qualifying shares and except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), and will be owned directly or indirectly by the Company, free and clear of any

lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for those securing indebtedness under (x) the senior facility agreement among HMH B.V., DNB Bank ASA, as agent,

certain financial institutions party thereto, as lenders, and DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, as mandated lead arrangers and bookrunners (as amended and restated to date, the “Revolver”), and

(y) the $200 million aggregate principal amount of HMH B.V.’s senior secured bonds, issued on or around December 18, 2025 (the “Senior Secured Bonds” and, together with the Revolver, the “Secured

Indebtedness”).

(k) Due Authorization. Each Company Party has full right, power and authority to execute and deliver,

to the extent a party thereto, this Agreement, the tax receivable agreement (the “Tax Receivable Agreement”) to be entered into by and among the Company Parties and certain of its principal shareholders in connection with the closing of

the Offering and the exchange agreement (the “Exchange Agreement”) to be entered into by and among the Company Parties and certain principal shareholders of the Company in connection with the closing of the Offering (collectively, the

“Transaction Documents”) and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction

Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.

(l) Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company Parties.

(m) The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when

issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure

Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights that have not been duly waived or satisfied.

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(n) Other Transaction Documents. Each of the Tax Receivable Agreement and the

Exchange Agreement has been duly authorized by the Company Parties, to the extent a party thereto, and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding

agreement of each such Company Party enforceable against such Company Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’

rights generally or by equitable principles relating to enforceability.

(o) Descriptions of the Transaction Documents. Each

Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(p) No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any

term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound

or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory

authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) No Conflicts. The execution, delivery and

performance by each of the Company Parties of each of the Transaction Documents to which it is a party, the issuance and sale of the Shares by the Company and the consummation by the Company of the transactions contemplated by the Transaction

Documents or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or

acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement

or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii) result in

any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any applicable law or statute or

any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, except, in the case of

clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or

arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets is

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required for the execution, delivery and performance by each of the Company Parties of each of the Transaction Documents to which it is a party and the consummation of the transactions

contemplated by the Transaction Documents, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications (i) as have been obtained or made or

(ii) as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.

(s) Legal Proceedings. There are no legal, governmental or regulatory investigations, actions, demands, claims, suits,

arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries is or may be the subject that,

individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company Parties, no such Actions are threatened or

contemplated by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure

Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the

Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the

Registration Statement, the Pricing Disclosure Package and the Prospectus.

(t) Independent Accountants.

i. KPMG AS (“KPMG Norway”), who has certified certain financial statements of the Company and HMH B.V., is an independent

registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the

Securities Act.

ii. KPMG LLP (“KPMG US”), who has reviewed and/or certified certain financial statements of the Company

and HMH B.V., is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United

States) and as required by the Securities Act.

(u) Title to Real and Personal Property. The Company and its subsidiaries

have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise valid rights to use, all items of real and personal property that are material to the respective businesses of the Company and

its subsidiaries, in each case free and clear of all liens (excluding any liens created pursuant to the Secured Indebtedness), encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with

the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

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(v) Intellectual Property. (i) Except as described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark

registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide

intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) that is used, or held for use by the Company Parties, in the conduct of their respective businesses; (ii) to the knowledge of

the Company Parties, the Company and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not

received any written notice of any claim of infringement, misappropriation or other violation of any Intellectual Property of any person that has not been resolved and that would, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect; and (iv) to the knowledge of the Company Parties, the Intellectual Property owned by the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person in a manner that would,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(w) No Undisclosed

Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its

subsidiaries, on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.

(x) Investment Company Act. Neither Company Party is and, after giving effect to the offering and sale of the Shares and the

application of the proceeds thereof received by the Company as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither Company Party will be required to register as, an “investment company” or

an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(y) Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes (other than any taxes that are

being contested in good faith) and filed all tax returns required to be paid or filed through the date hereof, except where the failure to pay or file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse

Effect; and except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax deficiency that has been, or would reasonably be expected to be, asserted against the Company or any

of its subsidiaries or any of their respective properties or assets and that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(z) Licenses and Permits. The Company and its subsidiaries possess all licenses,

sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations

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and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the

conduct of their respective businesses as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate,

reasonably be expected to have a Material Adverse Effect; and except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any

revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license,

certificate, permit or authorization will not be renewed in the ordinary course, except where such revocation, modification or non-renewal would not reasonably be expected to have a Material Adverse Effect.

(aa) No Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists

or, to the knowledge of the Company, is contemplated or threatened, and the Company Parties are not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of their or their subsidiaries’ principal

suppliers, contractors or customers, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received any notice of cancellation or termination with respect to

any collective bargaining agreement to which it is a party.

(bb) Certain Environmental Matters. (i) The Company and its

subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally

enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y)

have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not

received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous

or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws

of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and

(iii) except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its

subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its

subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that

would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures

relating to any Environmental Laws.

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(cc) Compliance with ERISA. (i) Each employee benefit plan, within the

meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated,

that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code) would have

any liability (each, a “Plan”) has been maintained in substantial compliance with its terms and the requirements of any applicable statutes, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited

transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that

is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of

Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a

“multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA); (v) the fair market value of the

assets of each Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable

event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the

Code has received an IRS determination or opinion letter that the form of the Plan is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; and (viii) neither the

Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary

course and without default) in respect of a Plan (including, to the knowledge of the Company, a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA), except in each case with respect to the events or conditions

set forth in (i) through (viii) hereof, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(dd) Disclosure Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and

procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the applicable requirements of the Exchange Act and that has been designed to ensure that information required to be

disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures

designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

(ee) Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial

reporting” (as defined in Rule 13a-15(f) of the Exchange Act)

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that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons

performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries maintain

internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit

preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus, there are no material weaknesses in the Company’s internal controls over financial reporting and no changes to the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to

materially affect, the Company’s internal control over financial reporting (it being understood that this paragraph (ee) shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, and the rules

and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”) as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the

Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to

adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the

Company’s internal controls over financial reporting.

(ff) Insurance. The Company and its subsidiaries have insurance

covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are generally maintained by similarly situated

companies in their industry and which the Company believes are reasonably adequate to protect the Company and its subsidiaries and their respective businesses, taken as a whole; and neither the Company nor any of its subsidiaries has

(i) received written notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not

be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(gg) Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment,

computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation

of the business of the Company and its subsidiaries as currently conducted and free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and

maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and

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the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data

(“Personal Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or

the duty to notify any other person, nor any incidents under internal review or, to the knowledge of the Company, investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or

statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data,

including but not limited to European Union General Data Protection Regulation, and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(hh) No Unlawful Payments. Neither the Company nor any of its subsidiaries, nor any director, officer or employee of the Company

or any of its subsidiaries nor, to the knowledge of any Company Party, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful

contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or

domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party

or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating

Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; (iv) made, offered, agreed,

requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; and (v) neither the

Company nor any of its subsidiaries, nor, to the knowledge of the Company, any of its affiliates, will use, directly or indirectly, the proceeds of the Offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or

giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures

designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

(ii) Compliance with

Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those requirements of the

Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related

or similar rules, regulations or guidelines issued, administered or enforced by any governmental or regulatory agency having jurisdiction over the Company and its

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subsidiaries (collectively, the “Anti-Money Laundering Laws”), and have instituted and maintained, and will continue to maintain, policies and procedures reasonably designed to

promote and achieve compliance with such laws and with the representations and warranties contained herein, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or

any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of a Company Party, threatened.

(jj) No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers or employees, nor, to

the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is (i) currently the subject or the target of any sanctions administered or enforced by the U.S.

government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated

national” or “blocked person”), the United Nations Security Council, the European Union, any European Union member state or the United Kingdom (collectively, “Sanctions”), (ii) an individual or entity that is 50% or

more owned or controlled by one or more such Persons described in clause (i), or (iii) operating from, organized or resident in a country or territory that is the subject or target of comprehensive or territory-wide Sanctions, including,

without limitation, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran and North

Korea (each, a “Sanctioned Country”). The Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture

partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities

of or business in any Sanctioned Country, or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Since April 24, 2019, the Company and its subsidiaries have not engaged in, and are not now engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions

or with or in any Sanctioned Country.

(kk) No Restrictions on Subsidiaries. Except as described in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject or under any law or regulation

to which it is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from

the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.

(ll) No Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement

or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the

Shares.

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(mm) No Registration Rights. Except as described in the Registration Statement,

the Pricing Disclosure Package and the Prospectus, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the

Commission or the issuance and sale of the Shares.

(nn) No Stabilization. Neither the Company nor any of its subsidiaries

or, to the knowledge of the Company, any of its affiliates has taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

(oo) Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the

Company as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such Board of

Governors.

(pp) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the

Securities Act and Section 21E of the Exchange Act) included in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good

faith.

(qq) Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to

believe that the statistical, industry-related and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all

material respects.

(rr) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the

Company’s directors or officers, in their capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(ss) Status under the Securities Act. At the time of filing the Registration Statement and any post-effective amendment thereto,

at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an

“ineligible issuer,” as defined in Rule 405 under the Securities Act.

(tt) No Ratings. There are (and prior to

the Closing Date, will be) no debt securities, convertible securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization”, as such

term is defined in Section 3(a)(62) under the Exchange Act.

(uu) Directed Share Program. The Registration Statement,

the Pricing Disclosure Package and the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectuses comply in all material respects, and any further amendments or supplements thereto will comply in all material respects, with any

applicable laws or regulations of foreign

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jurisdictions in which the Pricing Disclosure Package, the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are

distributed in connection with the Directed Share Program. No authorization, approval, consent, license, order, registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is

necessary under the securities laws and regulations of foreign jurisdictions in which the Directed Shares are offered outside the United States. The Company Parties have not offered, or caused the Underwriters to offer, Shares to any person pursuant

to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of a Company Party to alter the customer or supplier’s level or type of business with such Company Party, or (ii) a trade

journalist or publication to write or publish favorable information about any Company Party or its products.

(vv) Stamp

Taxes. Except for any net income, capital gains or franchise taxes imposed on the Underwriters by The Netherlands, the United States or any political subdivision or taxing authority thereof or therein as a result of any present or former

connection (other than any connection resulting from the transactions contemplated by this Agreement and the Transaction Documents) between the Underwriters and the jurisdiction imposing such tax, no documentary, stamp, registration or similar

issuance taxes are payable by or on behalf of the Underwriters in The Netherlands, the United States or any political subdivision or taxing authority thereof solely in connection with (A) the execution, delivery and performance of the

Transaction Documents, (B) the issuance and delivery of the Shares in the manner contemplated by this Agreement and the Prospectus or (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Prospectus.

(ww) No Immunity. Neither the Company nor any of its subsidiaries or their properties or assets has immunity under Dutch,

U.S. federal or New York state law from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of

any Dutch, U.S. federal or New York state court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of

any relief or for the enforcement of a judgment, in any such court with respect to their respective obligations, liabilities or any other matter under or arising out of or in connection herewith; and, to the extent that the Company or any of its

subsidiaries or any of its properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings arising out of, or relating to the transactions contemplated by the Transaction

Documents, may at any time be commenced, the Company has, pursuant to Section 16(e) of this Agreement, waived, and it will waive, or will cause its subsidiaries to waive, such right to the extent permitted by law.

(xx) Enforcement of Foreign Judgments. Any final and conclusive judgment (without appeal) for a definite sum of money (but not in

respect of any taxes, fine or other penalty) rendered by any U.S. federal or New York state court located in the State of New York having jurisdiction under its own laws in respect of any suit, action or proceeding against any Company Party based

upon any of the Transaction Documents would be declared enforceable against such Company Party by a Dutch court with jurisdiction; provided, that such Dutch court finds that (i) the jurisdiction of the court has been based on an

internationally generally accepted ground, (ii) proper legal procedures have been observed, (iii) the judgment does not contravene Dutch public

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policy and (iv) the judgment is not irreconcilable with a judgment of a Dutch court or an earlier judgment of a foreign court that is capable of being recognized in The Netherlands; and

provided, further, that the Company Parties makes no representation or warranty as to whether such Dutch court will give a judgment for a monetary obligation expressed in a currency other than Euros, or as to the rate of exchange at

which such monetary obligation would be converted to Euros for the purposes of enforcement.

(yy) Valid Choice of Law. The

Transaction Documents are governed by the laws of the State of New York or the laws of the State of Delaware, as applicable, and are not restricted by Dutch law; provided, that this representation is limited to matters of contract law. Each

Company Party has the power to submit, and pursuant to Section 16(c) of this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each New York state and United States federal court sitting in

the City of New York and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court.

(zz) Legality. The legality, validity, enforceability or admissibility into evidence of any of the Registration Statement, the

Pricing Disclosure Package, the Prospectus, this Agreement or the Shares in any jurisdiction in which either Company Party is organized or does business is not dependent upon such document being submitted into, filed or recorded with any court or

other authority in any such jurisdiction on or before the date hereof or that any tax, imposition or charge be paid in any such jurisdiction on or in respect of any such document.

4. Further Agreements of the Company Parties. Each Company Party covenants and agrees with each Underwriter that:

(a) Required Filings. The Company will file the final Prospectus with the Commission within the time periods

specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act; and the Company will furnish copies of the Prospectus and each

Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement in such quantities as the

Representatives may reasonably request.

(b) Delivery of Copies. The Company will deliver, if requested,

without charge, (i) to the Representatives, two signed copies of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith; and (ii) to each Underwriter

(A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all

amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public

offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the

Shares by any Underwriter or dealer.

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(c) Amendments or Supplements, Issuer Free Writing

Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure Package or the

Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or

file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably and timely object in writing (which may be by electronic mail) to the Company.

(d) Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice

in writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing

Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed

or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or

any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters

Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus,

any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or, to the knowledge of the Company, threatening

of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure

Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or supplemented would include any untrue statement of a

material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the

qualification of the Shares for offer and sale in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of

any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will use its reasonable best efforts to obtain as soon as possible the withdrawal thereof.

(e) Ongoing Compliance. (1) If during the Prospectus Delivery Period (i) any event or development

shall occur or condition shall exist as a result of which the Prospectus

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as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable law, the Company will promptly notify the Underwriters thereof and

forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so

that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with applicable law and

(2) if at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include any untrue statement of a

material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is

necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the

extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package

as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

(f) Blue Sky Compliance. If required by applicable law, the Company will qualify the Shares for offer and sale

under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall

not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in

any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(g) Earning Statement. The Company will make generally available to its security holders and the Representatives

as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal

quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement; provided that the Company will be deemed to comply with such requirement by furnishing such earnings statements on

the Commission’s Electronic Data Gathering, Analysis, and Retrieval system or any successor thereto (“EDGAR”).

(h) Clear Market. For a period of 180 days after the date of the Prospectus, neither Company Party will, or will

publicly disclose an intention to, (i) offer, pledge, sell,

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contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of,

directly or indirectly, or submit to, or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or (ii) enter

into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled

by delivery of Stock or such other securities, in cash or otherwise, without the prior written consent of each of J.P. Morgan Securities LLC, Piper Sandler & Co. and Evercore Group L.L.C., other than the Shares to be sold hereunder.

The restrictions described above do not apply to (i) the issuance of shares of Stock or securities convertible into or

exercisable for shares of Stock pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options (including net exercise) or the settlement of phantom incentive awards, restricted stock units

(“RSUs”) (including net settlement), in each case outstanding on the date of this Agreement and described in the Prospectus; (ii) grants of stock options, stock awards, restricted stock, RSUs, or other equity awards and the issuance

of shares of Stock or securities convertible into or exercisable or exchangeable for shares of Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors, or consultants pursuant

to the terms of an equity compensation plan in effect as of the Closing Date and described in the Prospectus; (iii) the filing of any registration statement on Form S-8 relating to securities granted or

to be granted pursuant to any plan in effect on the Closing Date and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction; and (iv) the issuance of shares of Stock or securities

convertible into or exercisable or exchangeable for Stock in connection with the Reorganization Transactions as described in the Prospectus.

If each of J.P. Morgan Securities LLC, Piper Sandler & Co. and Evercore Group L.L.C., in their sole discretion, agree

to release or waive the restrictions set forth in a lock-up letter described in Section 6(k) hereof for an officer or director of the Company and provide the Company with notice of the impending release

or waiver substantially in the form of Exhibit A hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver substantially in the form of Exhibit B hereto

through a major news service at least two business days before the effective date of the release or waiver.

(i) Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of

the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of proceeds”.

(j) No Stabilization. Neither the Company nor its subsidiaries or, to the knowledge of the Company, any of its

affiliates will take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.

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(k) Exchange Listing. The Company will use its reasonable best

efforts to list, subject to notice of issuance, the Shares on the Nasdaq Global Select Market (the “Exchange”).

(l) Reports. For a period of two years from the date of this Agreement, the Company will furnish to the

Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any reports and financial statements furnished to or filed with the Commission or

any national securities exchange or automatic quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on EDGAR.

(m) Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies

of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

(n) Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the

Securities Act.

(o) Directed Share Program. The Company Parties will comply with all applicable securities

and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

(p) Emerging Growth Company. The Company will promptly notify the Representatives if the Company ceases to be an

Emerging Growth Company at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period

referred to in Section 4(h) hereof.

5. Certain Agreements of the Underwriters. Each Underwriter hereby severally

represents and agrees that:

(a) It has not and will not use, authorize use of, refer to or participate in the

planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and any press release issued by the

Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary

Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show), or

(iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).

(b) It has not and will not, without the prior written consent of the Company, use any free writing prospectus that

contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission;

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provided that Underwriters may use a term sheet substantially in the form of Annex C hereto without the consent of the Company; provided further that any Underwriter using such term

sheet shall notify the Company, and provide a copy of such term sheet to the Company, prior to, or substantially concurrently with, the first use of such term sheet.

(c) It is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the Offering

(and will promptly notify the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6. Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten

Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company Parties of their covenants and other obligations hereunder and to the following

additional conditions:

(a) Registration Compliance; No Stop Order. No order suspending the effectiveness of

the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus

shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all

requests by the Commission for additional information related to or otherwise affecting the offer and sale of the Shares shall have been complied with to the reasonable satisfaction of the Representatives.

(b) Representations and Warranties. The representations and warranties of the Company Parties contained herein

shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company Parties and its officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.

(c) No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have

occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the

judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by

this Agreement, the Pricing Disclosure Package and the Prospectus.

(d) Officer’s

Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of each Company Party and one

additional senior executive officer of each Company Party who is satisfactory to the Representatives, on behalf of the Company Parties, and not in their personal capacities, (i) confirming that such officers have carefully reviewed the

Registration Statement, the

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Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations of the Company Parties set forth in Sections 3(b) and 3(f) hereof are true and correct,

(ii) confirming that the other representations and warranties of the Company Parties in this Agreement are true and correct and that the Company Parties have complied with all agreements and satisfied all conditions on its part to be performed

or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a) and (c) above.

(e) Comfort Letters.

(i) On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, KPMG Norway shall have

furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements

and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the

Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than

two business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(ii) On the date of this

Agreement and on the Closing Date or the Additional Closing Date, as the case may be, KPMG US shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the

Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the

financial statements and certain financial information contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided, that the letter delivered on the Closing Date or the Additional Closing Date, as the

case may be, shall use a “cut-off” date no more than two business days prior to such Closing Date or such Additional Closing Date, as the case may be.

(f) Opinions and 10b-5 Statement of Counsel for the Company Parties.

(i)  Baker Botts L.L.P., U.S. counsel for the Company, shall have furnished to the Representatives, at the request of the Company

Parties, their written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory

to the Representatives, to the effect set forth in Annex D hereto.

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(ii)  De Brauw Blackstone Westbroek, Dutch counsel for the Company, shall have

furnished to the Representatives, at the request of the Company Parties, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably

satisfactory to the Representatives, to the effect set forth in Annex E hereto.

(iii) On the date of this Agreement and on the

Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer

with respect to certain financial data contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably

satisfactory to the Representatives.

(g) Opinion and 10b-5 Statement of

Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the

Underwriters, of Latham & Watkins LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably

request to enable them to pass upon such matters.

(h) No Legal Impediment to Issuance and/or Sale. No action

shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as

the case may be, prevent the issuance or sale of the Shares by the Company; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may

be, prevent the issuance or sale of the Shares by the Company.

(i) Good Standing. The Representatives shall

have received on and as of the Closing Date or the Additional Closing Date, as the case may be, reasonably satisfactory evidence of the good standing of the Company and the Company’s significant subsidiaries organized in the United States, in

their respective jurisdictions of organization, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.

(j) Exchange Listing. The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case

may be, shall have been approved for listing on the Exchange, subject to official notice of issuance.

(k) Lock-up Agreements. The “lock-up” agreements, each substantially in the form of Exhibit C hereto, between you and each of the persons included in Schedule 3

hereto, relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date or the Additional Closing Date, as the case

may be.

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(l) Additional Documents. On or prior to the Closing Date or

the Additional Closing Date, as the case may be, the Company or counsel for the Company Parties, as the case may be, shall have furnished to the Representatives such further certificates, opinions and documents as the Representatives may reasonably

request.

(m) Reorganization Transactions. Prior to or substantially concurrent with the Closing Date, the

Reorganization Transactions shall have been consummated in a manner substantially consistent with the description thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(n) No Objection. FINRA has confirmed that it has not raised any objection with respect to the fairness and

reasonableness of the underwriting terms and arrangements relating to the offering of the Shares.

All opinions, letters, certificates and

evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnification and Contribution.

(a) Indemnification of the Underwriters. The Company Parties, jointly and severally, agree to indemnify and hold harmless each

Underwriter, its affiliates, directors, employees and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all

losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees

and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to

state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any

amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any

Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were

made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with

any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter

consists of the information described as such in paragraph (b) below.

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(b) Indemnification of the Company Parties. Each Underwriter agrees, severally

and not jointly, to indemnify and hold harmless each Company Party, its directors, its officers who signed the Registration Statement and each person, if any, who controls a Company Party within the meaning of Section 15 of the Securities Act

or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or

omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the

Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written

Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being

understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third

paragraph under the caption “Underwriting”, the information contained in the second and third sentences of the seventh paragraph under the caption “Underwriting” and the information contained in the fifteenth, sixteenth and

seventeenth paragraphs under the caption “Underwriting”.

(c) Notice and Procedures. If any suit, action,

proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 7, such

person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person

shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure;

and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 7. If any

such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not,

without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such

proceeding and shall pay the reasonable and documented out-of-pocket fees and expenses in such proceeding and shall pay the reasonable and documented out-of-pocket fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own

counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person

has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in

addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include

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both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.

It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable and documented fees and expenses of more than one separate firm (in

addition to any local counsel) for all Indemnified Persons, and that all such reasonable and documented fees and expenses shall be paid or reimbursed promptly after they are incurred. Any such separate firm for any Underwriter, its affiliates,

directors and officers and any control persons of such Underwriter shall be designated in writing by J.P. Morgan Securities LLC and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any

control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be unreasonably withheld or delayed,

but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying

Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought

hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the

subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

(d) Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person

or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or

payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company Parties, on the one hand, and the Underwriters on

the other, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause

(i) but also the relative fault of the Company Parties, on the one hand, and the Underwriters on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other

relevant equitable considerations. The relative benefits received by the Company Parties, on the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds (before deducting expenses)

received by the Company Parties from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear to the

aggregate offering price of the Shares. The relative fault of the Company Parties, on the one hand, and the Underwriters on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a

material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission.

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(e) Limitation on Liability. The Company Parties, on the one hand, and the

Underwriters, on the other, agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such

purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and

liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other reasonable and documented out-of-pocket expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be

required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has

otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled

to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations

hereunder and not joint.

(f) Non-Exclusive Remedies. The remedies provided for in

paragraphs (a) through (e) of this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

(g) Directed Share Program Indemnification.

(i) The Company Parties, jointly and severally, agree to indemnify and hold harmless the Directed Share Underwriter, its

affiliates, directors and officers and each person, if any, who controls the Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Directed Share

Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any reasonable and documented legal fees and other reasonable and documented expenses incurred in connection with

defending or investigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (1) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or

with the consent of the Company for distribution to Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading; (2) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (3) related to, arising out of, or in

connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the Directed Share

Underwriter Entities.

(ii) In case any proceeding (including any governmental investigation) shall be instituted

involving any Directed Share Underwriter Entity in respect of which indemnity may be sought pursuant to paragraph (i) above, the Directed Share Underwriter Entity

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seeking indemnity shall promptly notify the Company in writing and the Company, upon request of the Directed Share Underwriter Entity, shall retain counsel reasonably satisfactory to the Directed

Share Underwriter Entity to represent the Directed Share Underwriter Entity and any others the Company Parties may designate in such proceeding and shall pay the reasonable and documented fees and disbursements of such counsel related to such

proceeding. In any such proceeding, any Directed Share Underwriter Entity shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Directed Share Underwriter Entity unless (1) the

Company and such Directed Share Underwriter Entity shall have mutually agreed to the retention of such counsel, (2) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to such Directed Share Underwriter

Entity, (3) the Directed Share Underwriter Entity shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Company or (4) the named parties to any

such proceeding (including any impleaded parties) include both the Company and the Directed Share Underwriter Entity and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between

them. The Company Parties shall not, in respect of the legal expenses of the Directed Share Underwriter Entities in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable and documented fees and

expenses of more than one separate firm (in addition to any local counsel) for all Directed Share Underwriter Entities. The Company Parties shall not be liable for any settlement of any proceeding effected without its written consent, but if settled

with such consent or if there be a final judgment for the plaintiff, the Company Parties agree, jointly and severally, to indemnify the Directed Share Underwriter Entities from and against any loss or liability by reason of such settlement or

judgment. The Company Parties shall not, without the prior written consent of the Directed Share Underwriter, effect any settlement of any pending or threatened proceeding in respect of which any Directed Share Underwriter Entity is or could have

been a party and indemnity could have been sought hereunder by such Directed Share Underwriter Entity, unless (x) such settlement includes an unconditional release of the Directed Share Underwriter Entities from all liability on claims that are

the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of the Directed Share Underwriter Entity.

(iii) To the extent the indemnification provided for in paragraph (i) above is unavailable to a Directed Share

Underwriter Entity or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the Company Parties in lieu of indemnifying the Directed Share Underwriter Entity thereunder, shall contribute to the amount paid

or payable by the Directed Share Underwriter Entity as a result of such losses, claims, damages or liabilities (1) in such proportion as is appropriate to reflect the relative benefits received by the Company Parties on the one hand and the

Directed Share Underwriter Entities on the other hand from the offering of the Directed Shares or (2) if the allocation provided by clause 7(iii)(1) above is not permitted by applicable law, in such proportion as is appropriate to reflect not

only the relative benefits referred to in clause 7(iii)(1) above but also the relative fault of the Company Parties on the one hand and of the Directed Share Underwriter Entities on the other hand in connection with any statements or omissions that

resulted in such losses, claims, damages or liabilities, as well

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as any other relevant equitable considerations. The relative benefits received by the Company Parties on the one hand and the Directed Share Underwriter Entities on the other hand in connection

with the offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received

by the Directed Share Underwriter Entities for the Directed Shares, bear to the aggregate public offering price of the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or alleged untrue statement of material fact or

the omission or alleged omission to state a material fact, the relative fault of the Company Parties on the one hand and the Directed Share Underwriter Entities on the other hand shall be determined by reference to, among other things, whether the

untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company Parties or by the Directed Share Underwriter Entities and the parties’ relative intent, knowledge, access to information and

opportunity to correct or prevent such statement or omission.

(iv) The Company Parties and the Directed Share

Underwriter Entities agree that it would be not just or equitable if contribution pursuant to paragraph (iii) above were determined by pro rata allocation (even if the Directed Share Underwriter Entities were treated as one entity for such

purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (iii) above. The amount paid or payable by the Directed Share Underwriter Entities as a result of the losses,

claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any reasonable and documented legal or other reasonable and documented out-of-pocket expenses incurred by the Directed Share Underwriter Entities in connection with investigating or defending such any action or claim. Notwithstanding the

provisions of paragraph (ii) above, no Directed Share Underwriter Entity shall be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares distributed to the public were offered to the

public exceeds the amount of any damages that such Directed Share Underwriter Entity has otherwise been required to pay. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be

entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 7(g) are not exclusive and shall not limit any rights or remedies which may otherwise be available to

any indemnified party at law or in equity.

(v) The indemnity and contribution provisions contained in this

Section 7(g) shall remain operative and in full force and effect regardless of (1) any termination of this Agreement, (2) any investigation made by or on behalf of any Directed Share Underwriter Entity or any Company Party, its

officers or directors or any person controlling a Company Party and (3) acceptance of and payment for any of the Directed Shares.

8. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above.

9. Termination. This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company

Parties, if after the execution and delivery of this

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Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited

on or by any of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by any Company Party shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak

or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to

proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

10. Defaulting Underwriter.

(a) If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase

the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on

the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be

entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree

to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full

business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company

agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless

the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be,

does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting

Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the

Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c) If, after giving effect

to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as

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provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any

Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting

Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company Parties, except that the Company Parties will continue to be liable for the payment of expenses as set forth in

Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company Parties or any non-defaulting Underwriter for damages caused by its default.

11. Payment of

Expenses.

(a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is

terminated, the Company Parties will pay or cause to be paid all costs and expenses incident to the performance of their obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale,

preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the Preliminary Prospectus, any Issuer Free

Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents;

(iv) the fees and expenses of the Company’s counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares

under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) the cost of

preparing stock certificates, if applicable; (vii) the costs and charges of any transfer agent and any registrar; (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA

(including the related fees and expenses of counsel for the Underwriters), provided that the fees and expenses pursuant to clauses (v) and (viii) shall not, in the aggregate, exceed $40,000; (ix) all expenses incurred by the Company in

connection with any “road show” presentation to potential investors (provided that all expenses related to chartered aircraft in connection with any “road show” presentation shall be split 50% by the Company and 50% by

the Underwriters); (x) all expenses and application fees related to the listing of the Shares on the Exchange; and (xi) all of the reasonable and documented fees and disbursements of counsel incurred by the Underwriters in connection with the

Directed Share Program and documentary, stamp, registration or similar issuance taxes, if any, incurred by the Underwriters in connection with the Directed Share Program.

(b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Shares for

delivery to the Underwriters or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company Parties agree to reimburse the Underwriters for all accountable out-of-pocket costs and expenses (including the

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fees and expenses of their counsel) actually incurred by the Underwriters in connection with this Agreement and the Offering contemplated hereby; provided that, in the case of a

termination pursuant to Section 10(c) hereto, the Company shall only reimburse the non-defaulting Underwriters.

12. Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the parties hereto

and their respective successors and the officers and directors and any controlling persons referred to herein and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to

give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such

purchase.

13. Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of

the Company Parties and the Underwriters contained in this Agreement or made by or on behalf of the Company Parties or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment

for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company Parties or the Underwriters or the directors, officers, controlling persons or

affiliates referred to in Section 7 hereof.

14. Certain Defined Terms. For purposes of this Agreement, (a) except

where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required

to be closed in New York City; (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act; and (d) the term “significant subsidiary” has the meaning set forth in Rule 1-02 of Regulation S-X under the Exchange Act.

15. Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company Parties, which information may

include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

16. Miscellaneous.

(a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if

mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017 (fax: (212) 622-8358), Attention: Equity Syndicate Desk; c/o Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Equity Capital Markets and General Counsel,

LegalCapMarkets@psc.com; c/o Evercore Group L.L.C., 55 East 52nd Street, 35th Floor, New York, New York 10055, Attention: ECM General Counsel; c/o Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General

Counsel, facsimile: (646) 291-1469; and c/o DNB Carnegie, Inc., 30 Hudson Yards, 81st Floor, 500 W. 33rd Street, New York,

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New York 10001, Attention: IBD Syndicate Desk, DNBSyndicate@dnb.no. Notices to the Company Parties shall be given to the Company at HMH Holding Inc., 3300 North Sam Houston Parkway East, Houston,

Texas 77032, Attention: General Counsel, with a copy to Baker Botts L.L.P., 910 Louisiana Street, Houston, Texas 77002, Attention: James B. Marshall.

(b) Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be

governed by and construed in accordance with the laws of the State of New York.

(c) Submission to Jurisdiction. Each of the

Company Parties hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions

contemplated hereby. Each of the Company Parties waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. Each of the Company Parties agrees that final judgment in any such suit,

action or proceeding brought in such court shall be conclusive and binding upon such Company Party and may be enforced in any court to the jurisdiction of which such Company Party is subject by a suit upon such judgment. HMH B.V. irrevocably

appoints CT Corporation System, located at 28 Liberty Street, New York, New York 10005, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that

service of process upon such authorized agent, and written notice of such service to HMH B.V. by the person serving the same to the address provided in this Section 16, shall be deemed in every respect effective service of process upon HMH B.V.

in any such suit or proceeding. HMH B.V. hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. HMH B.V. further agrees to take any and all

action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of seven years from the date of this Agreement.

(d) Judgment Currency. The Company Parties agree to indemnify each Underwriter, its directors, officers, affiliates and each

person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss incurred by such Underwriter as a result of any judgment or order being given or made

for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “judgment currency”) other than U.S. dollars and as a result of any variation as between (i) the rate of exchange at which the U.S.

dollar amount is converted into the judgment currency for the purpose of such judgment or order, and (ii) the rate of exchange at which such indemnified person is able to purchase U.S. dollars with the amount of the judgment currency actually

received by the indemnified person. The foregoing indemnity shall constitute a separate and independent obligation of the Company Parties and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term

“rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.

(e) Waiver of Immunity. To the extent that any Company Party has or hereafter may acquire any immunity (sovereign or otherwise)

from jurisdiction of any court of (i) The Netherlands, or any subdivision thereof, (ii) the United States or the State of New York, (iii) any jurisdiction in which it owns or leases property or assets or from any legal process

(whether

-37-

through service of notice, attachment prior to judgment, attachment in aid of execution, execution, set-off or otherwise) with respect to themselves or

their respective property and assets or this Agreement, the Company Parties hereby irrevocably waive such immunity in respect of its obligations under this Agreement to the fullest extent permitted by applicable law.

(f) Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising

out of or relating to this Agreement.

(g) Recognition of the U.S. Special Resolution Regimes.

(i) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution

Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this

Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a

proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.

Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

As used in

this Section 16(g):

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be

interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§

252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance

Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

-38-

(h) Contractual Recognition of Bail-In.

Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements or understanding between the Representatives and the Company, the Company acknowledges and accepts that a BRRD Liability arising under

this Agreement may be subject to the exercise of Bail In Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by, subject to the exercise of the Bail in Powers in conformity with any applicable rule,

regulation and guidance in relation to their exercise:

(i) the effect of the exercise of Bail In Powers by the Relevant

Resolution Authority in relation to any BRRD Liability of any of the Underwriters under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(a) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(b) the conversion of all, or a portion of, the BRRD Liability into shares, other securities or other obligations of an

Underwriter or another person, and the issue to or conferral on each of the Company of such shares, securities or obligations;

(c) the cancellation of the BRRD Liability;

(d) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are

due, including by suspending payment for a temporary period;

(ii) the variation of the terms of this Agreement, as deemed

necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail In Powers by the Relevant Resolution Authority.

As used in this Section 16(h):

“Bail in Legislation” means in relation to a member state of the European Economic Area which has implemented, or

which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement, as also described in the EU Bail in Legislation Schedule from time to time, noting that implementing law, regulation or rule will at any time

prevail over the EU Bail in Legislation Schedule.

“Bail in Powers” means any Write-down and Conversion Powers

as defined in the EU Bail in Legislation Schedule in relation to the relevant Bail in Legislation insofar as the EU Bail in Legislation Schedule is in accordance with Bail in Legislation, and otherwise the write-down and conversion powers as

referred to in article 55 BRRD and other Bail in Legislation.

“BRRD” means Directive 2014/59/EU establishing a

framework for the recovery and resolution of credit institutions and investment firms.

-39-

“BRRD Liability” means a liability in respect of which Bail in

Powers may be exercised.

“EU Bail in Legislation Schedule” means the document described as such, then in

effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise or have exercised any

Bail in Powers.

(i) Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by

any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like

import in this Agreement or in any other certificate, agreement or document related to this Agreement or the offering and sale of the Shares shall include images of manually executed signatures transmitted by facsimile or other electronic format

(including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including,

without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based

record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,

including, without limitation, any state law based on the Uniform Electronic Transactions Act.

(j) Amendments or Waivers. No

amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

(k) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect

the meaning or interpretation of, this Agreement.

[Signature Pages Follow]

-40-

If the foregoing is in accordance with your understanding, please indicate your acceptance

of this Agreement by signing in the space provided below.

Very truly yours,

HMH HOLDING INC.

By:

/s/ Eirik Bergsvik

Name: Eirik Bergsvik

Title: Chief Executive Officer

HMH HOLDING B.V.

By:

/s/ Thomas W. McGee

Name: Thomas W. McGee

Title: Chief Financial Officer

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

By:

/s/ Bobby Wiebe

Name: Bobby Wiebe

Title: Executive Director

PIPER SANDLER & CO.

By:

/s/ Neil Riley

Name: Neil Riley

Title: Managing Director

EVERCORE GROUP L.L.C.

By:

/s/ Crystal A. Simpson

Name: Crystal A. Simpson

Title: Senior Managing Director

[Signature Page to Underwriting Agreement]

CITIGROUP GLOBAL MARKETS INC.

By:

/s/ Ben Exner

Name: Ben Exner

Title: Managing Director

DNB CARNEGIE, INC.

By:

/s/ James Cirenza

Name: James Cirenza

Title: Managing Director

By:

/s/ Kristoffer Braaten

Name: Kristoffer Braaten

Title: Director

For themselves and on behalf of the

several Underwriters listed

in Schedule 1 hereto.

[Signature Page to Underwriting Agreement]

Schedule 1

Underwriter

Number of Underwritten Shares

J.P. Morgan Securities LLC

3,077,764

Piper Sandler & Co.

2,228,726

Evercore Group L.L.C.

2,122,596

Citigroup Global Markets Inc.

1,326,622

DNB Carnegie, Inc.

756,125

Stifel, Nicolaus & Company, Incorporated

504,083

Nordea Bank Abp

252,042

PEP Advisory LLC

252,042

Total

10,520,000

Sch. 1-1

Schedule 2

Significant Subsidiaries

1.

HMH Holding B.V.

2.

HMH Holding (Netherlands) B.V.

3.

MHWirth AS

4.

Hydril USA Distribution LLC

5.

Hydril PCB Limited

6.

HMH Drilling Asia Pte. Ltd.

7.

MHWirth GmbH

8.

MHWirth do Brasil Equipamentos Ltda

Sch. 2-1

Schedule 3

Lock-Up Parties

1.

Eirik Bergsvik

2.

Thomas W. McGee

3.

Dwight W. Rettig

4.

Eugene C. Chauviere III

5.

Roy A. Dyrseth

6.

Pål Skogerbø

7.

Judson E. Bailey

8.

Karl Erik Kjelstad

9.

Svein O. Stoknes

10.

M. Georgia Magno

11.

Lance T. Loeffler

12.

Kathleen S. McAllister

13.

Daniel W. Rabun

14.

Baker Hughes Holdings LLC

15.

Akastor AS

16.

Mercury HoldCo AS

17.

Mercury HoldCo Inc.

Sch. 3-1

Annex A

a. Pricing Disclosure Package

None.

b. Pricing Information Provided Orally by Underwriters

Public Offering Price per Share: $20.00

Number of Underwritten Shares: 10,520,000

Number of Option Shares: 1,578,000

Annex A-1

Annex B

Written Testing-the-Waters Communications include:

1.

January 2024 Testing-The-Waters

Presentation

2.

July 2024 Testing-The-Waters

Presentation

3.

August 2024 Testing-The-Waters

Presentation

4.

January 2026 Testing-The-Waters

Presentation

5.

March 2026 Testing-The-Waters

Presentation

Annex B-1

Annex C

HMH Holding Inc.

Pricing Term

Sheet

None

Annex C-1

Annex D

Form of Opinion of U.S. Counsel for the Company

Annex D-1

Annex E

Form of Opinion of Dutch Counsel for the Company

Annex E-1

Exhibit A

Form of Waiver of Lock-up

J.P. MORGAN SECURITIES LLC,

PIPER SANDLER & CO.

and

EVERCORE GROUP

L.L.C.

HMH Holding Inc.

Public Offering of Class A Common Stock

, 2026

[Name

and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being

delivered to you in connection with the offering by HMH Holding Inc. (the “Company”) of     shares of Class A common stock, $0.01 par value per share (the “Class A Common Stock”), of the

Company and the lock-up letter dated     , 2026 (the “Lock-up Letter”), executed by you in connection with such offering, and your

request for a [waiver] [release] dated     , 2026, with respect to     shares of Class A Common Stock (the “Shares”).

J.P. Morgan Securities LLC, Piper Sandler & Co. and Evercore Group L.L.C. hereby agree to [waive] [release] the transfer restrictions

set forth in the Lock-up Letter, but only with respect to the Shares, effective     , 2026; provided, however, that such [waiver] [release] is conditioned on the Company

announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver]

[release].

Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in

full force and effect.

Yours very truly,

[Signature of J.P. Morgan Securities LLC Representatives]

[Name of J.P. Morgan Securities LLC Representatives]

Exhibit A-1

[Signature of Piper Sandler & Co. Representatives]

[Name of Piper Sandler & Co. Representatives]

[Signature of Evercore Group L.L.C. Representatives]

[Name of Evercore Group L.L.C. Representatives]

cc: Company

Exhibit A-2

Exhibit B

Form of Press Release

HMH Holding

Inc.

[Date]

HMH Holding Inc.

(“Company”) announced today that J.P. Morgan Securities LLC, Piper Sandler & Co. and Evercore Group L.L.C., three of the lead book-running managers in the Company’s recent public sale of     shares

of Class A common stock, are [waiving] [releasing] a lock-up restriction with respect to     shares of the Company’s Class A common stock held by [certain officers or

directors] [an officer or director] of the Company. The [waiver] [release] will take effect on     , 2026, and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such

securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exhibit B-1

Exhibit C

FORM OF LOCK-UP AGREEMENT

, 2026

J.P. MORGAN

SECURITIES LLC

PIPER SANDLER & CO.

EVERCORE GROUP

L.L.C.

CITIGROUP GLOBAL MARKETS INC.

DNB CARNEGIE, INC.

As Representatives of

the several Underwriters listed in

Schedule 1 to the Underwriting

Agreement referred to below

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Piper Sandler & Co.

350 North 5th Street, Suite 1000

Minneapolis, Minnesota 55401

c/o Evercore Group L.L.C.

55 East 52nd Street

New York, New York 10055

c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

c/o DNB Carnegie, Inc.

30 Hudson Yards, 81st Floor

500 W. 33rd Street

New York, New York 10001

Re:

HMH Holding Inc. — Public Offering

Ladies and Gentlemen:

The undersigned understands that J.P.

Morgan Securities LLC, Piper Sandler & Co., Evercore Group L.L.C., Citigroup Global Markets Inc. and DNB Carnegie, Inc., as representatives of the

Exhibit C-1

several Underwriters (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with HMH Holding Inc., a Delaware corporation

(the “Company”), and HMH Holding B.V., providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A

common stock, par value $0.01 per share, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable

consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect

affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 180 days after the date of the final prospectus relating to the Public Offering (the

“Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to

purchase, lend, or otherwise transfer or dispose of, directly or indirectly (any such transaction, a “Transfer”), any shares of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common

Stock”), any shares of Class B common stock, par value $0.01 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), any ordinary shares of

HMH Holding B.V. (the “HMH B.V. Ordinary Shares”), or any securities convertible into or exercisable or exchangeable for Common Stock or HMH B.V. Ordinary Shares (including without limitation, Common Stock, HMH B.V. Ordinary Shares or

such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or

warrant) (collectively with the Common Stock and HMH B.V. Ordinary Shares, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or

in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities [(other than

preparation of a registration statement for the non-underwritten resale of Common Stock, as set forth in the Registration Rights Agreement to be entered into by and among the Company, Akastor AS, Mercury

HoldCo AS, Mercury HoldCo Inc. and Baker Hughes Holdings LLC; provided that no such registration statement shall be confidentially submitted or publicly filed until after the Restricted Period, and no preparation of an underwritten offering

shall take place)]1 or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in

any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or

instrument, however described or defined) designed or intended, or which would reasonably be

1

Note to Draft: To include if the undersigned is Akastor AS, Mercury HoldCo AS, Mercury HoldCo Inc. or Baker

Hughes Holdings LLC.

Exhibit C-2

expected to lead to or result in, a Transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or

otherwise. The undersigned further confirms that it has furnished the Representatives with the details of any transaction the undersigned, or any of its affiliates, is a party to as of the date hereof, which transaction would have been restricted by

this Letter Agreement if it had been entered into by the undersigned during the Restricted Period.

Notwithstanding the foregoing, the undersigned may:

(a) Transfer the undersigned’s Lock-Up Securities:

(i) as a bona fide gift or gifts, or for bona fide estate planning purposes,

(ii) by will, testamentary document or intestacy,

(iii) to any

immediate family member, or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood,

current or former marriage, domestic partnership or adoption, not more remote than first cousin),

(iv) to a corporation, partnership, limited liability

company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,

(v) to a nominee or custodian of a person or entity to whom a Transfer would be permissible under clauses (i) through (iv) above,

(vi) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation,

partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling,

controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or

fund, or any other funds managed by such partnership), or (B) as part of a distribution to members or shareholders or other equityholders of the undersigned,

(vii) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,

(viii) to the Company from an employee of the Company upon death, disability or termination of employment, in each case, of such employee,

(ix) as part of a Transfer of the undersigned’s Lock-Up Securities acquired in open market transactions after

the closing date for the Public Offering,

Exhibit C-3

(x) to the Company in connection with the vesting, settlement, or exercise of phantom incentive awards,

restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and

remittance payments due as a result of the vesting, settlement, or exercise of such phantom incentive awards, restricted stock units, options, warrants or rights; provided that any such shares of Common Stock received upon such exercise,

vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such phantom incentive awards, restricted stock units, options, warrants or rights are held by the undersigned pursuant to, in the case of

phantom incentive awards, a letter agreement or, in the case of restricted stock units, options, warrants or rights, an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such letter agreement, agreement

or plan which is described in the registration statement on Form S-1 (File No. 333-281497) and any amendments thereto (the “Registration Statement”),

the Pricing Disclosure Package and the Prospectus,

(xi) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar

transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control (as defined below) of the Company (for purposes hereof, “Change of Control”

shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such

transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity)); provided that in the event that such tender offer, merger, consolidation or

other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement,

(xii) [to DNB Bank ASA in a bona fide transaction as collateral to secure obligations in connection with the multicurrency revolving credit facility agreement

originally dated September 28, 2021 (as amended or amended and restated from time to time, most recently by the Amendment Letter dated as of June 27, 2024 between Akastor ASA and DNB Bank ASA), or in connection with any restructuring,

refinancing or amendment of such financing arrangement; provided that contemporaneously with foreclosure or other transfer (but not the pledge itself), the pledgee or other party shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement,]2

(xiii) to

his or her employer or an affiliate thereof if the undersigned is a director or director nominee designated for appointment to the Board of Directors of the Company pursuant to the Stockholders’ Agreement to be entered into by and among the

Company, Akastor AS, Mercury HoldCo Inc. and Baker Hughes Holdings LLC; provided that the transferee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter

Agreement, or

(xiv) in connection with the reorganization transactions described under the heading “Corporate reorganization” in the

Registration Statement, the Pricing Disclosure Package and the Prospectus;

2

Note to Draft: To include if the undersigned is Akastor AS, Mercury HoldCo AS or Mercury Holdco Inc.

Exhibit C-4

provided that (A) in the case of any transfer or distribution pursuant to clause (a)(i), (ii),

(iii), (iv), (v), (vi) and (vii), such transfer shall not involve a disposition for value and each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in

the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (a)(i), (ii), (iii), (iv), (v), (vi), (ix), (x) and (xii), no filing by any party (donor, donee, devisee, transferor, transferee, distributer

or distributee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing

on a Form 5 made after the expiration of the Restricted Period referred to above) and (C) in the case of any transfer or distribution pursuant to clause (a)(vii) and (viii) it shall be a

condition to such transfer that no public filing, report or announcement shall be voluntarily made and if any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial

ownership of shares of Common Stock in connection with such transfer or distribution shall be legally required during the Restricted Period, such filing, report or announcement shall clearly indicate in the footnotes thereto the nature and

conditions of such transfer;

(b) exercise outstanding options, settle phantom incentive awards, restricted stock units or other equity awards or exercise

warrants pursuant to letter agreements, plans or other equity compensation arrangements, as applicable, described in the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that any Lock-Up Securities received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement;

(c) convert outstanding preferred stock, warrants to acquire preferred stock or convertible securities into shares of Common Stock or warrants to acquire

shares of Common Stock; provided that any such shares of Common Stock or warrants received upon such conversion shall be subject to the terms of this Letter Agreement; and

(d) establish trading plans pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Lock-Up Securities; provided that (1) such plans do not provide for the transfer of Lock-Up Securities during the Restricted Period and (2) no filing by any

party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan (other than the required disclosure on Form 10-K or Form 10-Q, as applicable, of the entry into any trading plan during the relevant fiscal quarter, provided that such disclosure includes a statement to the effect that no transfer may be made pursuant to such

trading plan during the Restricted Period).

If the undersigned is an officer or director of the Company, the undersigned further agrees that the

foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering.

If the

undersigned is an officer or director of the Company, (i) the Representatives on behalf of the Underwriters agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection

with a transfer of Lock-Up Securities, the Representatives on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting

Agreement to announce the impending release or waiver through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives on

Exhibit C-5

behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such announcement. The provisions of this paragraph

will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration or that is to an immediate family member as defined in FINRA Rule 5130(i)(5) and (b) the transferee has agreed in writing to be bound

by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

[In the event

that the Representatives at their discretion on behalf of the Underwriters grant a release of the lock-up restrictions set forth above to any Major Holder (as defined below) other than the undersigned, the

same percentage of shares of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned (the “Pro Rata Release”) shall immediately and fully be released from any remaining lock-up restrictions set forth herein on the same terms; provided, however, that such Pro Rata Release shall not apply to releases (a) to any individual party or parties to Transfer

shares of Common Stock in an amount less than or equal to an aggregate of 1% of the Company’s total outstanding Common Stock (calculated on the date of such transfer), (b) permitting transfers in which (x) there is no disposition for

value and (y) the transferee, donee or distributee signs and delivers a lock-up agreement substantially in the form of this Letter Agreement or (c) whereby such release relates at least in part to an

underwritten public offering of Common Stock during the Restricted Period (a “Follow-On Offering”) in which the undersigned has been given an opportunity to participate with other selling

stockholders on a pro rata basis, and in the event the Underwriters reduce the number of securities to be sold by selling stockholders in the Follow-On Offering, such reduction shall be applied to the

undersigned on a basis consistent with all selling stockholders. In the event that such Major Holder is released from any of its obligations under this Letter Agreement or, by virtue of this Letter Agreement, becomes entitled to Transfer any shares

of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock prior to the end of the Restricted Period, the Company shall use its commercially reasonable efforts to provide notification to the undersigned within two

business days thereof; provided that any failure by the Company to give such notice shall not give rise to any claim or liability against the Underwriters. The undersigned further acknowledges that the Representatives are under no obligation

to inquire whether, or to ensure that, the Company notifies the undersigned of any such release. For purposes of this Letter Agreement, each of the following persons is a “Major Holder”: Baker Hughes Company and its wholly owned

subsidiary, Baker Hughes Holdings LLC; and Akastor ASA and its wholly owned subsidiaries, Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc.]3

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are

hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The

undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon

the successors, assigns, heirs or personal representatives of the undersigned.

3

Note to Draft: To include if the undersigned is a Major Holder.

Exhibit C-6

The undersigned acknowledges and agrees that the Underwriters have not provided any recommendation or

investment advice nor have the Underwriters solicited any action from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and tax advisors to the

extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Public

Offering, the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement, and nothing set forth in such disclosures is intended to suggest that the Representatives or any Underwriter is

making such a recommendation.

The undersigned understands that, if the Underwriting Agreement does not become effective by     ,

2026, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Class A Common Stock to be sold thereunder, the undersigned shall be

released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

[Remainder of Page Intentionally Left Blank]

Exhibit C-7

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter

Agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

[NAME OF STOCKHOLDER]

By:

Name:

Title:

Exhibit C-8

EX-3.1

EX-3.1

Filename: d100419dex31.htm · Sequence: 3

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HMH HOLDING INC.

HMH Holding Inc. (the “Corporation”), a corporation organized and existing under the General Corporation

Law of the State of Delaware as set forth in Title 8 of the Delaware Code (as it currently exists or may hereafter be amended, the “DGCL”), hereby certifies as follows:

1. The original Certificate of Incorporation of the Corporation (the “Original Certificate of Incorporation”)

was filed with the Secretary of State of the State of Delaware on April 29, 2024.

2. This Amended and Restated Certificate of

Incorporation, which restates, integrates and also further amends the Original Certificate of Incorporation, has been declared advisable by the board of directors of the Corporation (the “Board”), duly adopted by the

stockholders of the Corporation and duly executed and acknowledged by an authorized officer of the Corporation in accordance with Sections 103, 228, 242 and 245 of the DGCL. References to this “Certificate of Incorporation”

herein refer to this Amended and Restated Certificate of Incorporation, as amended, restated, supplemented and/or otherwise modified from time to time (including by any Preferred Stock Designation as defined in this Certificate of Incorporation).

3. The Original Certificate of Incorporation is hereby amended, integrated and restated in its entirety to read as follows:

ARTICLE 1

NAME

The name of the Corporation is HMH Holding Inc.

ARTICLE 2

REGISTERED

AGENT

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Center, 1209

Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE 3

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The

Corporation shall have all power necessary or convenient to the conduct, promotion or attainment of such acts and activities.

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ARTICLE 4

CAPITALIZATION

Section 4.1. Number of Shares.

(a) The total number of shares of stock that the Corporation shall have the authority to issue is 1,510,000,000 shares of

stock, consisting of the following three classes of capital stock:

(i) 10,000,000 shares of preferred stock, par

value $0.01 per share (“Preferred Stock”);

(ii) 1,000,000,000 shares of Class A

common stock, par value $0.01 per share (“Class A Common Stock”); and

(iii) 500,000,000 shares of Class B common stock, par value $0.01 per share

(“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).

Immediately upon the filing and effectiveness of this Certificate of Incorporation with the Secretary of State of the State of Delaware (the

“Effective Time”), automatically and without further action on the part of holders of capital stock of the Corporation, each share of stock of the Corporation outstanding or held by HMH Holding B.V., formerly known as MHH

Holding B.V., as of immediately prior to the Effective Time shall be automatically cancelled for no consideration.

(b) Subject to the rights of the holders of any outstanding series of Preferred Stock, the number of authorized shares of

Preferred Stock, Class A Common Stock or Class B Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding or reserved for the exercise of outstanding options or warrants or conversion of any

authorized and outstanding convertible securities) without a separate class vote of the holders of Preferred Stock, Class A Common Stock or Class B Common Stock and irrespective of the provisions of Section 242(b)(2) of the DGCL (or

any successor provision thereto). For purposes of this Certificate of Incorporation, “beneficial ownership” of shares shall be determined in accordance with Rule 13d-3 promulgated

under the Securities Exchange Act of 1934, as amended. The term “beneficially own” shall have the correlative meaning.

Section 4.2. Provisions Relating to Preferred Stock.

(a) Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such

designations and powers, preferences, privileges, rights, qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board as

hereafter prescribed (a “Preferred Stock Designation”).

(b) Authority is hereby expressly

granted to and vested in the Board to authorize the issuance of Preferred Stock from time to time in one or more series, and with respect to each series of Preferred Stock, to fix and state by the Preferred Stock Designation

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the designations and powers, preferences, privileges, rights, qualifications, limitations and restrictions relating to the series of Preferred Stock, including, but not limited to, the following:

(i) whether or not the series is to have voting rights, full, special or limited, or is to be without voting rights,

and whether or not such series is to be entitled to vote as a separate series either alone or together with the holders of one or more other classes or series of stock;

(ii) the number of shares to constitute the series and the designation thereof;

(iii) the preferences and relative, participating, optional or other special rights, if any, and the qualifications,

limitations or restrictions thereof, if any, with respect to any series;

(iv) whether or not the shares of any

series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable or issuable in the form of cash, notes,

securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(v) whether or not the shares of a series shall be subject to the operation of retirement or sinking funds to be applied

to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(vi) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, the dividend

rate, if any, whether dividends, if any, are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends, if any, are payable, the preference to or the relation to the payment of dividends

payable on any other class or classes or series of stock, whether or not such dividends, if any, shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends, if any, shall accumulate;

(vii) the preferences, if any, and the amounts thereof which the holders of any series thereof shall be entitled to

receive upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation;

(viii) whether or not the shares of any series, at the option of the Corporation or the holder thereof or upon the

happening of any specified event, shall be convertible into or exchangeable or redeemable for, the shares of any class or classes or of any other series of the same or any other class or classes or series of stock, securities or other property of

the Corporation and the conversion price or

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prices or ratio or ratios or the rate or rates at which such exchange or redemption may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution

or resolutions; and

(ix) such other powers, preferences, privileges and rights, protective provisions and

qualifications, limitations and restrictions with respect to any series as may to the Board seem advisable.

(c) The

shares of each series of Preferred Stock may vary from the shares of any other series thereof in any or all of the foregoing respects. The Board may increase the number of shares of the Preferred Stock designated for any existing series by a

resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series. Unless otherwise provided in the Preferred Stock Designation, the Board may decrease the number of shares of the Preferred

Stock designated for any existing series by a resolution subtracting from such series authorized and unissued shares of the Preferred Stock designated for such existing series, and the shares so subtracted shall become authorized, unissued and

undesignated shares of the Preferred Stock.

Section 4.3. Provisions Relating to Common Stock.

(a)  Except as may otherwise be provided in this Certificate of Incorporation or by applicable law, each share of Common

Stock shall have the same rights, privileges, preferences and powers, rank equally (including as to dividends and distributions), and upon any liquidation, dissolution, distribution of assets or winding up of the Corporation, share ratably. The

rights, privileges, preferences and powers of the Common Stock shall be subject to the express terms of any series of Preferred Stock as may be designated by the Board and outstanding from time to time. Except as may otherwise be provided in this

Certificate of Incorporation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share on all matters to which stockholders are entitled to vote, the holders of shares of Common Stock shall have

the exclusive right to vote for the election of directors and on all other matters upon which stockholders are entitled to vote and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders,

other than as provided by applicable law or in any Preferred Stock Designation. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in

question) and applicable law on all matters put to a vote of the stockholders of the Corporation. The holders of Common Stock shall vote together as a single class on all actions to be taken by the stockholders of the Corporation (or, if any holders

of Preferred Stock are entitled to vote together with the holders of Common Stock, the holders of Common Stock and the Preferred Stock shall vote together as a single class) except (i) as otherwise required in this Certificate of Incorporation

(including any Preferred Stock Designation) and (ii) as otherwise required by applicable law. Cumulative voting shall not be allowed.

(b) Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Class A Common Stock

or Class B Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any

4

Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or

together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL.

(c) Subject to the prior rights and preferences, if any, applicable to any outstanding series of Preferred Stock, the

holders of shares of Class A Common Stock shall be entitled to receive ratably in proportion to the number of shares of Class A Common Stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared

thereon by the Board at any time and from time to time out of any funds of the Corporation legally available therefor. Dividends shall not be declared or paid on the Class B Common Stock unless the dividend consists of shares of Class B

Common Stock or of rights, options, warrants or other securities convertible or exercisable into or exchangeable or redeemable for shares of Class B Common Stock paid proportionally with respect to each outstanding share of Class B Common

Stock. If a dividend is declared on the Class A Common Stock or the Class B Common Stock that is payable in shares of Common Stock, or securities convertible or exercisable into or exchangeable or redeemable for Common Stock in accordance

with this Section 4.3(c), such dividends shall also be declared on the other class of Common Stock in the same number of shares (or fraction thereof) on a per share basis of the Class A Common Stock and Class B

Common Stock, respectively (or securities convertible or exercisable into or exchangeable or redeemable for the same number of shares (or fraction thereof; provided such dividends payable to the holders of Class A Common Stock shall be paid

only in shares of Class A Common Stock (or securities convertible or exercisable into or exchangeable or redeemable for Class A Common Stock) and the dividends payable to the holders of Class B Common Stock shall be paid only in

shares of Class B Common Stock (or securities convertible or exercisable into or exchangeable or redeemable for Class B Common Stock). Notwithstanding the foregoing sentence, the Board of Directors may treat the holders of Class A

Common Stock or Class B Common Stock differently with respect to dividends paid in shares of Common Stock (including by only paying a dividend on one such class or paying a different or disparate dividend to each such class including with

respect to the amount of such dividend payable per share, the form in which such dividend is payable, the timing of the payment, or otherwise) if such disparate treatment is approved by the affirmative vote of the holders of a majority of the

outstanding shares of Class A Common Stock and Class B Common Stock, each voting separately as a class. In no event shall the shares of either Class A Common Stock or Class B Common Stock be split, subdivided, combined or

reclassified unless the outstanding shares of the other class shall be concurrently proportionately split, subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the outstanding

Class A Common Stock and Class B Common Stock on the record or effective date for such split, division or combination or reclassification; provided, however, that shares of one such class may be split, subdivided, combined or

reclassified in a different or disproportionate manner if such split, subdivision, combination or reclassification is approved by the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and

Class B Common Stock, each voting separately as a class.

5

(d) In the event of any voluntary or involuntary liquidation,

dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of any outstanding series of Preferred Stock, and subject to the

right of participation, if any, of the holders of shares of Preferred Stock in any dividends, the holders of shares of Class A Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution

to its stockholders, ratably in proportion to the number of shares of Class A Common Stock held by them. The holders of shares of Class B Common Stock, as such, shall not be entitled to receive any assets of the Corporation in the event of

any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. A dissolution, liquidation or winding-up of the Corporation, as such terms are used in this paragraph (D),

shall not be deemed to be occasioned by or to include any consolidation, reorganization, merger or similar form of business transaction directly or indirectly (through one or more intermediaries) involving the Corporation or a sale, lease, exchange

or conveyance of all or a part of the assets of the Corporation.

(e) Shares of Class B Common Stock may be

transferred only (i) to any Permitted Transferee or (ii) in connection with the exchange of such shares of Class B Common Stock for shares of Class A Common Stock on the terms and subject to the conditions set forth in the

Exchange Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Exchange Agreement”). “Permitted Transferee” means, with respect to

(i) Baker Hughes Holdings LLC (“Baker Hughes”), Baker Hughes Company and any of its direct or indirect wholly owned subsidiaries and (ii) Akastor AS and Mercury HoldCo Inc. (together,

“Akastor”), Akastor ASA and any of its direct or indirect wholly owned subsidiaries. The Corporation will at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, such

number of shares of Class A Common Stock that shall from time to time be sufficient to effect the redemption of all outstanding Exchange Shares (as defined in the Exchange Agreement) for shares of Class A Common Stock; provided that

nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of any such redemption by delivery of cash in lieu of shares of Class A Common Stock in the amount permitted by and provided in

the Exchange Agreement or shares of Class A Common Stock which are held in the treasury of the Corporation. All shares of Class A Common Stock that shall be issued upon any such redemption will, upon issuance in accordance with the

Exchange Agreement, be validly issued, fully paid and non-assessable.

(f) No

stockholder shall, by reason of the holding of shares of any class or series of capital stock of the Corporation, have any preemptive or preferential right to acquire or subscribe for any shares or securities of any class or series, whether now or

hereafter authorized, which may at any time be issued, sold or offered for sale by the Corporation, unless specifically provided for in a Preferred Stock Designation.

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ARTICLE 5

DIRECTORS

Section 5.1. Term and Number.

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board. In addition to

the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be

exercised or done by the Corporation.

(b) Subject to the rights of the holders of any series of Preferred Stock to

elect additional directors as specified in the related Preferred Stock Designation, if any, directors shall be elected at each annual meeting of stockholders for a term of office to expire at the following annual meeting of stockholders, with each

director to hold office until their successor shall have been duly elected and qualified, subject, however, to such director’s earlier death, disability, resignation, retirement, disqualification or removal.

(c) Upon the effectiveness of this Certificate of Incorporation, the Board shall consist of seven directors. Subject to

the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall thereafter be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative

vote of a majority of the Whole Board; provided that any increase (other than an increase to add directors that qualify as “independent directors” to the extent necessary to comply with applicable law and the rules of The Nasdaq

Global Select Market or other national securities exchange or interdealer quotation system on which the Common Stock is at any time listed or quoted) or decrease to the size of the Board shall require, in addition to any other vote or approval

required pursuant to this Section 5.1(c), the affirmative vote of a director designated for nomination by each Principal Stockholder if such Principal Stockholder is then entitled to designate for nomination at least one

director pursuant to paragraph (d) below. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot. For purposes of the Certificate of Incorporation, the term

“Principal Stockholder” shall mean each of Baker Hughes and Akastor, and the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in

previously authorized directorships.

(d) The rights of the Principal Stockholders to designate directors for

nomination shall be as follows:

(i) So long as Baker Hughes and its Affiliates collectively beneficially own

(i) at least 8,800,000 shares of Common Stock, Baker Hughes shall be entitled to designate for nomination two directors; and (ii) at least 4,400,000 but less than 8,800,000 shares of Common Stock, Baker Hughes shall be entitled to

designate for nomination one director. Baker Hughes shall not be entitled to designate for nomination any directors pursuant to this paragraph (d) at any time Baker Hughes and its Affiliates collectively beneficially own less than 4,400,000

shares of Common Stock.

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(ii) So long as Akastor and its Affiliates collectively beneficially

own (i) at least 8,800,000 shares of Common Stock, Akastor shall be entitled to designate for nomination two directors; and (ii) at least 4,400,000 but less than 8,800,000 shares of Common Stock, Akastor shall be entitled to designate for

nomination one director. Akastor shall not be entitled to designate for nomination any directors pursuant to this paragraph (d) if at any time Akastor and its Affiliates collectively beneficially own less than 4,400,000 shares of Common Stock.

(iii) For purposes of this paragraph (d), “Affiliate” means, with respect to each

Principal Stockholder, any other entity which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Principal Stockholder (for the purposes of this definition,

“control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any entity, means the possession, directly or

indirectly, of the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by agreement or otherwise). For the avoidance of doubt, neither the Corporation nor any of

its subsidiaries shall constitute an Affiliate of Baker Hughes or Akastor.

Section 5.2. Vacancies.

(a) Subject to applicable law, the rights of the holders of any series of Preferred Stock then outstanding and paragraph

(b) below, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, retirement, disqualification or removal of any director or from

any other cause shall be filled solely by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders.

(b) In the event that any director designated for nomination by a Principal Stockholder pursuant to

Section 5.1(d) is removed (for any reason) or shall have resigned or become unable to serve, the Principal Stockholder who had the power to designate for nomination such director shall have the exclusive power to fill such

vacancy; but if a director designated by a Principal Stockholder resigns and such Principal Stockholder is not then entitled based on the Common Stock beneficially owned by such Principal Stockholder to designate for nomination a candidate for such

director position pursuant to Section 5.1(d), such vacant director position shall be filled by the Board, after considering the recommendation of the Nominating and Governance Committee.

(c) Any director elected to fill a vacancy or a newly created directorship shall hold office until the first meeting of

stockholders held after their election and until such director’s successor is elected and qualified or until such director’s earlier death, disability, resignation, retirement, disqualification or removal from office. No decrease in the

number of authorized directors constituting the Board shall shorten the term of any incumbent director.

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Section 5.3. Removal. Subject to the rights of the holders of shares of

any series of Preferred Stock, if any, to elect additional directors pursuant to this Certificate of Incorporation (including any Preferred Stock Designation), the stockholders holding a majority in voting power of the shares then entitled to vote

at an election of directors may remove any director from office with or without cause.

Section 5.4. Additional Preferred

Stock Directors. During any period when the holders of one or more series of Preferred Stock have the separate right to elect additional directors as provided for or fixed pursuant to the provisions of this Certificate of Incorporation

(including any Preferred Stock Designation), and upon commencement and for the duration of the period during which such right continues: (A) the then otherwise total authorized number of directors of the Corporation shall automatically be

increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said

provisions; and (B) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions,

whichever occurs earlier, subject to such additional director’s earlier death, disability, resignation, retirement, disqualification or removal. Except as otherwise provided for or fixed pursuant to the provisions of this Certificate of

Incorporation (including any Preferred Stock Designation), whenever the holders of one or more series of Preferred Stock having a separate right to elect additional directors cease to have or are otherwise divested of such right pursuant to said

provisions, the terms of office of all such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, disability, resignation, retirement, disqualification or removal of

such additional directors, shall forthwith terminate (in which case each such additional director shall cease to be qualified as a director and shall cease to be a director) and the total authorized number of directors of the Corporation shall be

automatically reduced accordingly.

Section 5.5. Committees. The Board may designate and appoint from among its members

one or more committees, which may have one or more members, and may designate one or more of its members as alternate members, who may, subject to any limitations imposed by the Board, replace absent or disqualified members at any meeting of such

committee. Except as set forth in this paragraph, the stockholders of the Corporation shall have no power to appoint or remove directors as members of committees of the Board, nor to abrogate the power of the Board to establish any such committees

or the power of any such committee to exercise the powers and authority of the Board. If the Corporation shall establish any committee of the Board other than the Audit Committee, Compensation Committee or Nominating and Governance Committee (an

“Additional Committee”), then, subject to any requirements under applicable law or stock exchange rules, such Additional Committee shall include at least one director designated for nomination by such Principal Stockholder

(but only if such Principal Stockholder is then entitled to designate for nomination at least one director pursuant to Section 5.1(d)) unless such Principal Stockholder otherwise consents in writing.

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ARTICLE 6

STOCKHOLDER ACTION

Section 6.1. Stockholder Consents.

(a) Prior to the date on which the Principal Stockholders are no longer entitled to collectively designate for nomination

at least three directors to the Board pursuant to Section 5.1(d) (the “Trigger Date”), any action required or permitted to be taken at any meeting or special meeting of the stockholders of the

Corporation may be taken without a meeting, without prior notice and without a vote of the stockholders if a consent or consents, setting forth the action so taken, is or are signed by the holders of outstanding stock not having less than the

minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consent or consents are delivered to the Corporation.

(b) On and after the Trigger Date, subject to the rights of holders of any series of Preferred Stock with respect to such

series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent of such stockholders.

ARTICLE 7

SPECIAL

MEETINGS

Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special

meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or, pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board, by the Board. The Board shall fix

the date, time and place, if any, of such special meeting. Subject to the rights of holders of any series of Preferred Stock, the stockholders of the Corporation shall not have the power to call or request a special meeting of stockholders of the

Corporation. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The Board may postpone, reschedule or cancel any special meeting of the

stockholders previously scheduled by the Board.

ARTICLE 8

BYLAWS

In furtherance of,

and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, amend or repeal the bylaws of the Corporation. Any adoption, amendment or repeal of the bylaws of the Corporation by the

Board shall require the approval of a majority of the Whole Board. Stockholders shall also have the power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, the bylaws of the Corporation may be adopted,

altered, amended or repealed by the stockholders of the Corporation only by the affirmative vote of holders of not less than 66 2/3% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class.

Any alteration, amendment or repeal of the bylaws of the Corporation by the stockholders that relates

10

to the size of the Board shall require the affirmative vote of each Principal Stockholder who is then entitled to designate for nomination at least one director pursuant to

Section 5.1(d). The bylaws of the Corporation shall not contain any provision inconsistent with this Certificate of Incorporation. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall

invalidate any prior act of the Board that was valid at the time it was taken.

ARTICLE 9

LIMITATION OF DIRECTOR AND OFFICER LIABILITY

No director or officer of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary

duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists or may hereafter be amended. Any amendment, repeal or modification of this

Article 9 that purports to limit the liability of a director or officer shall be prospective only and shall not affect any limitation on liability of a director or officer, as applicable, for acts or omissions occurring prior to the date of

such amendment, repeal or modification.

ARTICLE 10

CORPORATE OPPORTUNITY

Section 10.1. Corporate Opportunity.

(a) Subject to Section 10.1(b), to the fullest extent permitted by law, no Principal

Stockholder shall have any duty to refrain from (1) engaging in the same or similar activities or lines of business in which the Corporation is engaging or proposes to engage, (2) doing business with any client, customer or vendor of the

Corporation, or (3) otherwise competing, directly or indirectly, with the Corporation or any Affiliated Company thereof and (except as provided in Section 10.1(b)) none of the Principal Stockholders or any officer,

director and/or employee thereof shall, to the fullest extent permitted by law, be deemed to have breached its fiduciary duties, if any, to the Corporation solely by reason of such Principal Stockholder’s engaging in any such activity. Except

as otherwise agreed in writing between the Corporation and the applicable Principal Stockholder, in the event that a Principal Stockholder acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the

Corporation and such Principal Stockholder, such Principal Stockholder shall to the fullest extent permitted by law have fully satisfied and fulfilled its fiduciary duty with respect to such corporate opportunity, and the Corporation to the fullest

extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the Corporation or any Affiliated

Company thereof, if such Principal Stockholder acts in a manner consistent with the following policy: if such Principal Stockholder acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Corporation

and such Principal Stockholder, such corporate opportunity shall belong to such Principal Stockholder unless such opportunity was expressly offered to such Principal Stockholder in its capacity as a stockholder of the Corporation. In the case of any

corporate opportunity in which the Corporation has renounced its interest and expectancy

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in the previous sentence, such Principal Stockholder shall to the fullest extent permitted by law not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a

stockholder of the Corporation by reason of the fact that such Principal Stockholder acquires or seeks such corporate opportunity for itself, directs such corporate opportunity to another person, or otherwise does not communicate information

regarding such corporate opportunity to the Corporation.

(b) Except as otherwise agreed in writing between the

Corporation and the applicable Principal Stockholder, in the event that a director and/or officer of the Corporation who is also a director, officer and/or employee of such Principal Stockholder acquires knowledge of a potential transaction or

matter that may be a corporate opportunity for both the Corporation and such Principal Stockholder, such director and/or officer shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty with respect

to such corporate opportunity, and the Corporation to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that

should have been presented to the Corporation or any Affiliated Company thereof, if such director and/or officer acts in a manner consistent with the following policy:

(i) such a corporate opportunity offered to any person who is a director but not an officer or employee of the

Corporation and who is also a director, officer and/or employee of such Principal Stockholder shall belong to the Corporation only if such opportunity is expressly offered to such person in his or her capacity as a director of the Corporation and

otherwise shall belong to such Principal Stockholder; and

(ii) such a corporate opportunity offered to any person

who is an officer or employee of the Corporation and who is also a director, officer and/or employee of a Principal Stockholder shall belong to the Corporation unless such opportunity is expressly offered to such person in his or her capacity as a

director, officer and/or employee of such Principal Stockholder, in which case such opportunity shall belong to such Principal Stockholder.

(c) For purposes of this Section 10.1, (1) “Affiliated Company,” in

respect of the Corporation, shall mean any entity controlled by the Corporation (for the purposes of this definition, “controlled by” means the possession, directly or indirectly, of the power to direct or cause the direction of the

management or policies of such entity, whether through the ownership of voting securities, by agreement or otherwise) and (2) “corporate opportunities” shall include, but not be limited to, business opportunities that the

Corporation is financially able to undertake, which are, from their nature, in the line of the Corporation’s business, are of practical advantage to it and are opportunities in which the Corporation, but for subsections (a) and (b) of

this Section 10.1, would have an interest or a reasonable expectancy.

(d) To the fullest extent permitted

by law, any person holding, purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article 10.

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ARTICLE 11

BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

The Corporation shall not be governed by Section 203 of the DGCL (or any successor provision thereto)

(“Section 203”), and the restrictions contained in Section 203 shall not apply to the Corporation, until immediately following the time at which both of the following conditions exist

(if ever): (a) Section 203 by its terms would, but for the provisions of this Article 11, apply to the Corporation; and (b) neither of the Principal Stockholders (including, for each Principal Stockholder, its Permitted Transferees)

own (as defined in Section 203) shares of capital stock of the Corporation representing at least fifteen percent (15%) of the voting power of all the then outstanding shares of capital stock of the Corporation, and the Corporation shall

thereafter be governed by Section 203 if and for so long as Section 203 by its terms shall apply to the Corporation.

ARTICLE

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AMENDMENT OF CERTIFICATE OF INCORPORATION

Section 12.1. Amendments.

(a) The Corporation shall have the right, subject to any express provisions or restrictions contained in this Certificate

of Incorporation, from time to time, to amend this Certificate of Incorporation or any provision hereof in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a director or stockholder of the

Corporation by this Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation.

(b) Notwithstanding any other provision of this Certificate of Incorporation (and in addition to any other vote that may

be required by applicable law or this Certificate of Incorporation), the affirmative vote of the holders of at least 66 2/3% in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single

class, shall be required to amend, alter or repeal Articles 6, 8, 9, 10 or 12 of this Certificate of Incorporation.

(c) Notwithstanding any other provision of this Certificate of Incorporation (and in addition to any other vote that may

be required by applicable law or this Certificate of Incorporation), the affirmative vote of any Principal Stockholder with the power to designate for nomination at least one director pursuant to Section 5.1(d) shall be

required to amend, alter or repeal (whether by merger, consolidation, conversion or otherwise) Sections 4.3(e), 5.1(c), 5.1(d), 5.2(b), the last sentence of Section 5.5, and the fourth sentence

of Article 8.

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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of

Incorporation as of April 2, 2026.

HMH HOLDING INC.

By:

/s/ Eirik Bergsvik

Name:

Eirik Bergsvik

Title:

Chief Executive Officer

Signature Page to Amended and Restated Certificate of Incorporation

EX-3.2

EX-3.2

Filename: d100419dex32.htm · Sequence: 4

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

HMH HOLDING INC.

Date of Adoption: April 2, 2026

ARTICLE 1

OFFICES AND

RECORDS

Section 1.1. Registered Office. The registered office of HMH Holding Inc. (the

“Corporation”), required by the General Corporation Law of the State of Delaware (the “DGCL”) to be maintained in the State of Delaware, shall be the registered office named in the Amended and

Restated Certificate of Incorporation of the Corporation (as the same may be amended and restated from time to time, the “Certificate of Incorporation”), or such other office as may be designated from time to time by the

Board of Directors of the Corporation (the “Board”) in the manner provided by law. Should the Corporation maintain a principal office within the State of Delaware, such registered office need not be identical to such

principal office of the Corporation.

Section 1.2. Other Offices. The Corporation may have offices at such other places

both within and without the State of Delaware as the Board may from time to time determine or as the business of the Corporation may require.

Section 1.3. Books and Records. The books and records of the Corporation may be kept outside the State of Delaware at such

place or places as may from time to time be designated by the Board.

ARTICLE 2

STOCKHOLDERS

Section 2.1. Annual Meetings. If required by applicable law, an annual meeting of the stockholders of the Corporation shall

be held for the election of directors at such date, time and place, if any, either within or outside of the State of Delaware, or by means of remote communication, as may be designated from time to time by the Board and stated in the notice of the

meeting or in a duly executed waiver of notice of such meeting. The Board may postpone, recess, adjourn, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board. Any other proper business may be transacted at the

annual meeting.

Section 2.2. Special Meetings. Special meetings may be called in the manner as specified in the

Certificate of Incorporation.

Section 2.3. Record Date.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any

adjournment or recess thereof, the Board may

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fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by

applicable law, not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board

determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled

to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the

meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment or recess of the meeting; provided, however, that the Board may fix a new record date for

determination of stockholders entitled to vote at the adjourned or recessed meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned or recessed meeting the same or earlier date as that fixed

for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order

that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, exchange or redemption of

stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days

prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

Section 2.4. Stockholder List. The Corporation shall prepare, no later than the tenth day before every meeting of

stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders (provided, however, if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the

list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date), arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name

of such stockholder. Nothing contained in this section shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any

purpose germane to the meeting for a period of at least ten days ending on the day before the meeting date, either on a reasonably accessible electronic network (provided that the information required to gain access to the list is provided

with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. Except as otherwise required by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the

stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of the stockholders.

Section 2.5. Notice of Meeting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, notice

shall be given not less than ten days nor more than 60 days

2

before the date of the meeting, to each stockholder of record entitled to vote at such meeting. The notice shall specify (a) the record date for determining the stockholders entitled to vote

at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (b) the place, if any, date and time of such meeting, (c) the means of remote communications, if any, by which stockholders and

proxyholders may be deemed to be present in person and vote at such meeting, (d) in the case of a special meeting, the purpose or purposes for which such meeting is called and (e) such other information as may be required by applicable law

or as may be deemed appropriate by the Board. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can

be accessed. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his or her address as it appears on the stock transfer books of the

Corporation. The Corporation may also provide stockholders with notice of a meeting, including by electronic transmission in accordance with the requirements of Section 232 of the DGCL. Such further notice shall be given as may be required by

applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting.

Section 2.6. Quorum and Adjournment of Meetings.

(a) Except as otherwise required by applicable law, the Certificate of Incorporation or these Bylaws, the holders of a

majority of the voting power of all of the outstanding shares of stock of the Corporation entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business

is to be voted on by a class or series of stock voting as a class, the holders of a majority of the voting power of all of the outstanding shares of such class or series, represented in person or by proxy, shall constitute a quorum of such class or

series for the transaction of such business. For the avoidance of doubt, abstentions shall be treated as present for purposes of determining the presence or absence of a quorum. The presiding person at the meeting may adjourn the meeting from time

to time for any reason, whether or not there is such a quorum. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. The stockholders present at a duly called meeting at which a

quorum is present may continue to transact business until adjournment.

(b) Any meeting of stockholders, annual or

special, may adjourn from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the date, time and place, if any, thereof, and the means of remote communications, if any, by

which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken or are provided in any other manner permitted by the DGCL; provided,

however, that if the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of

stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of

stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of

3

the record date so fixed for notice of such adjourned meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 2.7. Proxies. At all meetings of stockholders, a stockholder may vote by proxy. No proxy may be voted or acted upon

after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable

law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary a revocation of the proxy or a new proxy bearing a later date. Any stockholder

soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

Section 2.8. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(i) Nominations of persons for election to the Board and the proposal of other business to be considered by the

stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board or any authorized committee thereof, (B) as

otherwise properly brought before the meeting by or at the direction of the Board or any authorized committee thereof, (C) by any stockholder of the Corporation who (1) was a stockholder of record at the time of giving of notice provided

for in these Bylaws through the time of the annual meeting, (2) is entitled to vote at the meeting and (3) complies with the notice procedures and other requirements set forth in these Bylaws and applicable law, or (D) by stockholders

of the Corporation who are given such rights or abilities to nominate or designate a director under the Certificate of Incorporation (the “Principal Stockholders”). Sections 2.8(a)(i)(C) and

(D) of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under and in compliance with Rule 14a-8 or Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and included in the Corporation’s notice of meeting, annual meeting proxy statement

and proxy card) before an annual meeting of the stockholders. In addition, if the proposal is made on behalf of a beneficial owner other than the stockholder of record, such beneficial owner must be the beneficial owner of stock of the Corporation

both at the time of giving notice provided for in this Section 2.8(a) and at the time of the annual meeting.

(ii) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant

to Section 2.8(a)(i)(C) of these Bylaws, (A) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (B) such other business must otherwise be a proper

matter for stockholder action under the DGCL and (C) the record stockholder and the beneficial owner, if any, on whose behalf any such proposal or nomination is made, must have complied with all requirements set forth in, and acted in

4

accordance with the representations set forth in the Solicitation Statement (as defined below) required by, these Bylaws. To be timely, a stockholder’s notice must be received by the

Secretary of the Corporation at the principal executive offices of the Corporation not earlier than 8:00 a.m., Houston, Texas time, on the 120th day and not later than 5:00 p.m., Houston, Texas time, on the 90th day prior to the first anniversary of

the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Class A common stock, par value $0.01 per share (such stock, the

“Class A Common Stock”) are first publicly traded, be deemed to have occurred on May 20, 2026), provided, however, that subject to the following sentence, in the event

that the date of the annual meeting is scheduled for a date that is more than 30 days before or more than 70 days after such anniversary date or in the event that no annual meeting was held in the prior year (other than with respect to the

Corporation’s first annual meeting of stockholders after its shares of Class A Common Stock are first publicly traded), notice by the stockholder to be timely must be so received not later than 5:00 p.m., Houston, Texas time, on the 10th

day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment, recess or postponement of an annual meeting or the announcement thereof commence a new time period

(or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a

beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. Notwithstanding anything this

paragraph (a)(ii) to the contrary, in the event that the number of directors to be elected to the Board at the annual meeting is increased effective after the time period for which nominations would otherwise be due under this paragraph (a)(ii) and

there is no public announcement by the Corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this

Section 2.8 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of

business on the 10th day following the day on which such public announcement is first made by the Corporation.

(iii) In addition, to be timely and in proper written form, a stockholder’s notice to the Secretary of the

Corporation must further be updated and supplemented by such stockholder, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date

that is 10 days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Corporation by hand or by certified mail, return receipt

requested, not later than 5:00 p.m. Houston, Texas time on the fifth day after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than

5

5:00 p.m. Houston, Texas, time on the eighth day prior to the date for the meeting or any adjournment or postponement thereof in the case of the update and supplement required to be made as of 10

days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Section of these Bylaws shall not limit the Corporation’s

rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines under these Bylaws, or enable or be deemed to permit a stockholder who has previously submitted a notice under these Bylaws to amend or

update any proposal or to submit any new proposal, including by changing or adding matters, business, and/or resolutions proposed to be brought before a meeting of stockholders and no such update or supplement shall cure or affect the accuracy (or

inaccuracy) of any representations made by any stockholder or the validity (or invalidity) of any proposed business that failed to comply with this Section 2.8 or is rendered invalid as a result of any inaccuracy therein.

(iv) To be in proper form, a stockholder’s notice (whether given pursuant to

Section 2.8(a)(ii) or Section 2.8(b)) to the Secretary of the Corporation must set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or

proposal is made:

(A) the name and address of such stockholder, as they appear on the Corporation’s books, and of any such

Stockholder Associated Person (as defined in Section 2.8(c)(ii)), if any,

(B) the class or series and

number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by such stockholder and such Stockholder Associated Person,

(C) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a

settlement payment or mechanism at a price related to any class or series of capital stock of the Corporation or with a value derived in whole or in part from the value of any class or series of capital stock of the Corporation, or any derivative or

synthetic arrangement having the characteristics of a long position in any class or series of capital stock of the Corporation, or any contract, derivative, swap, or other transaction or series of transactions designed to produce economic benefits

and risks that correspond substantially to the ownership of any class or series of capital stock of the Corporation, including due to the fact that the value of such contract, derivative, swap, or other transaction or series of transactions is

determined by reference to the price, value, or volatility of any class or series of capital stock of the Corporation, whether or not such instrument, contract, or right shall be subject to settlement in the underlying class or series of capital

stock of the Corporation, through the delivery of cash or other property, or otherwise, and without regard

6

to whether such stockholder or any Stockholder Associated Person may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract, or right, or any other

direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the price or value of any class or series of capital stock of the Corporation (any of the foregoing, a “Derivative

Instrument”) owned beneficially by such stockholder or Stockholder Associated Person,

(D) any agreement, arrangement,

understanding (whether written or oral), relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, involving such stockholder or any

Stockholder Associated Person, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of capital stock of the Corporation by, manage the risk of share price changes for, or

increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any class or series of capital stock of the Corporation, or which provides the opportunity to profit or share in any profit derived from

any decrease in the price or value of any class or series of capital stock of the Corporation (any of the foregoing, a “Short Interest”) owned beneficially by such stockholder or Stockholder Associated Person,

(E) any proportionate interest in capital stock of the Corporation or Derivative Instruments held by a general or limited partnership in

which such stockholder or any such Stockholder Associated Person is a general partner or beneficially owns an interest in a general partner of such general or limited partnership,

(F) any direct or indirect interest of such stockholder or any such Stockholder Associated Person in any contract with the Corporation

or any publicly disclosed affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement, or consulting agreement),

(G) a complete and accurate description of any agreement, arrangement or understanding between or among such stockholder and any

Stockholder Associated Person or between or among such stockholder or, to the knowledge of such stockholder, any Stockholder Associated Person and any other person or persons in connection with such stockholder’s director nomination or other

proposed business and the name and address of any other person(s) or entity or entities known to the stockholder to financially support such nomination or business, including any agreements, arrangements or understandings relating to any

compensation or

7

payments to be paid to any such proposed nominee(s), pertaining to the nomination(s) or other business proposed to be brought before the meeting of stockholders (which description shall identify

the name of each other person who is party to such an agreement, arrangement or understanding),

(H) any other information that

would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) under the Exchange Act or an amendment pursuant to Rule 13d-2(a) under the Exchange

Act if such a statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such stockholder or such Stockholder Associated Person,

(I) any other information relating to such stockholder and any Stockholder Associated Person, if any, that would be required to be

disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act

and the rules and regulations promulgated thereunder,

(J) a representation that the stockholder is a holder of record of stock of

the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting,

(K) a representation as to whether or not such stockholder or any Stockholder Associated Person intends to be or is a part of a group

which intends (x) to deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding stock required under applicable law to approve or adopt the proposal or, in the

case of a nomination or nominations, at least the percentage of the voting power of the Corporation’s outstanding stock reasonably believed by the stockholder or Stockholder Associated Person, as the case may be, to be sufficient to elect such

nominee or nominees, (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination and/or (z) to solicit proxies in support of any proposed nominee in accordance with Rule 14a-19 promulgated under the Exchange Act (such representation, a “Solicitation Statement”),

(L) any proxy (other than a revocable proxy given in response to a public proxy solicitation made pursuant to, and in accordance with,

the Exchange Act), agreement, arrangement, understanding or relationship pursuant to which such stockholder or beneficial owner has or shares a right to, directly or indirectly, vote any shares of any class or series of capital stock of the

Corporation, and

8

(M) a description of any agreement, arrangement or understanding with respect to any

rights to dividends or other distributions on the shares of any class or series of capital stock of the Corporation, directly or indirectly, owned beneficially by such stockholder or beneficial owner that are separated or separable pursuant to such

agreement, arrangement or understanding from the underlying shares of the Corporation.

(v) If the notice relates to

any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting

such business at the meeting and any material interest of such stockholder and Stockholder Associated Persons, if any, in such business, (B) the exact text of the proposal or business (including the text of any resolutions proposed for

consideration and, in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment) and (C) a complete and accurate description of all agreements, arrangements and understandings between or among

such stockholder and such stockholder’s Stockholder Associated Persons, if any, and any other person(s) or entity or entities (including the name and address of such other persons or entities) in connection with the proposal of such business

by such stockholder.

(vi) If the notice relates to the nomination of a director or directors, set forth, as to each

person whom the stockholder proposes to nominate for election or reelection to the Board: (A) the name, age, business address, and residence address of each nominee proposed in such notice, (B) the principal occupation or employment of

each such nominee, (C) the class, series and number of shares of capital stock of the Corporation and Derivative Instruments, Short Interests, hedged positions, and other economic or voting interests in or relating to the capital stock of the

Corporation, in each case which are owned of record and beneficially by each such nominee (if any), (D) whether the person (1) is or has been, within the past three (3) years, an officer, director, or employee of the stockholder nominating

such person, (2) is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has previously been convicted in a criminal proceeding (excluding traffic violations and other minor offenses), or

(3) is subject to any order of the type specified in Rule 506(d) (or any successor provision) of Regulation D promulgated under the Securities Act of 1933, as amended, (E) such other information relating to such person that would be

required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and

regulations promulgated thereunder (including such person’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected), (F) a description of all direct and indirect

compensation and other material

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monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and Stockholder Associated Person, if

any, and their respective affiliates and associates, on the one hand, and each proposed nominee, and his or her respective affiliates and associates on the other hand, including, without limitation, all information that would be required to be

disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate

thereof, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, and (G) a representation that such person intends to serve a full term, if elected as director,

provided, however, that nominees of a Principal Stockholder need only provide the information required pursuant to clauses (E) through (G).

(vii) If the notice relates to the nomination of a director or directors, with respect to each nominee for election or

reelection to the Board, include (A) a completed and signed questionnaire, representation and agreement (in the form provided by the Secretary of the Corporation upon written request of any stockholder of record within ten (10) days of

such request) and (B) a written representation and agreement (in the form provided by the Secretary of the Corporation upon written request of any stockholder of record within ten (10) days of such request) that such person (1) is not

and will not become a party to (a) any agreement, arrangement or understanding (whether written or oral) with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the

Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (b) any Voting Commitment that could limit or interfere with such person’s ability

to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (2) is not and will not become a party to any agreement, arrangement or understanding (whether written or oral) with any

person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein and (3) in such

person’s individual capacity, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and

trading policies and guidelines of the Corporation. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine whether such proposed nominee is qualified under the

Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation to serve as a director and/or independent director of the Corporation.

(viii) In connection with the designation or nomination of directors for election by a Principal Stockholder

pursuant to the Certificate of Incorporation and for so long as such Principal Stockholder continues to have a right under the Certificate of Incorporation to designate or nominate such directors, the director(s)

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designated or nominated by such Principal Stockholders that are currently serving on the Board shall be deemed to be designated or nominated by such Principal Stockholder for re-election unless such Principal Stockholder identifies new nominee(s) by written notice to the Corporation no less than ninety (90) days prior to the date of the meeting of stockholders of the Corporation to

be called for the purpose of electing directors, including any information required to be provided by such Principal Stockholder with respect to such nominees pursuant to these Bylaws.

(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders

as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to a

notice of meeting (i) by or at the direction of the Board or any committee thereof or (ii) if the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of

record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in these Bylaws and applicable law. In

the event a special meeting of stockholders is called pursuant to Article 7 of the Certificate of Incorporation or Section 2.2 of these Bylaws for the purpose of electing one or more directors to the Board, a stockholder

pursuant to clause (ii)(A) of this Section 2.8(b) may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder

delivers the notice required by this Section 2.8 (including, without limitation, as required to be updated and supplemented by this Section 2.8 and including any completed and signed questionnaire,

representations and agreements required by this Section 2.8). Such notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than 8:00 a.m., Houston,

Texas time on the 120th day prior to such special meeting and not later than 5:00 p.m., Houston, Texas time on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of

the date of the special meeting at which directors are to be elected. In no event shall any adjournment, recess or postponement or the announcement thereof of a special meeting commence a new time period (or extend any time period) for the giving of

a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a

stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting.

(c) General.

(i) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only

such persons who are nominated in accordance with the procedures set forth in these Bylaws and applicable law shall be eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought

before the meeting in accordance with the procedures set forth in these Bylaws and applicable

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law. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the presiding person of the meeting (or, in advance of any meeting of stockholders, the

Board or an authorized committee thereof) shall (a) determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws

and applicable law and, (b) if any proposed nomination or business is not in compliance with these Bylaws and applicable law, declare that such defective proposal or nomination shall be disregarded.

(ii) For purposes of these Bylaws, “public announcement” shall mean disclosure in a press

release reported by Dow Jones News Service, The Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the

Exchange Act and the rules and regulations promulgated thereunder, and “Stockholder Associated Person” shall mean, for any stockholder, (a) any person or entity controlling, directly or indirectly, such stockholder or

who is otherwise a participant (as defined in Instruction 3 to Item 4 of Schedule 14A under the Exchange Act) in the solicitation, (b) any beneficial owner of shares of stock of the Corporation on whose behalf the nomination or proposal is made

or (c) any person or entity controlling, controlled by or under common control with any person or entity referred to in the preceding clauses (a) or (b).

(iii) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable

requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in these Bylaws; provided, however, that any references in these Bylaws to the Exchange Act or the rules and

regulations promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.8(a) or

Section 2.8(b) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act; (b) of stockholders to include the names of persons validly nominated for election as a director of the Corporation in the Corporations proxy card in compliance with Rule 14a-19 of the Exchange Act; or (c) of the holders of any series of preferred stock of the Corporation (“Preferred Stock”) if and to the extent provided for under applicable law, the

Certificate of Incorporation or these Bylaws. Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any stockholder or Stockholder Associated Person, if any, (1) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act with respect to any proposed nominee and (2) subsequently fails to comply with the requirements of Rule 14a-19 promulgated

under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder or such Stockholder Associated Person has met the requirements of Rule 14a-19

promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed

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nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any stockholder or Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder or such Stockholder Associated Person shall deliver to the Corporation, (1) in such notice, a representation that the stockholder or the beneficial

owner, if any, will or is part of a group that will (x) solicit proxies from holders of the Corporation’s outstanding capital stock representing at least 67% of the voting power of shares of capital stock entitled to vote on the election

of directors, (y) include a statement to that effect in its proxy statement and/or its form of proxy, and (z) otherwise comply with Rule 14a-19 under the Exchange Act, and (2) no later than five

business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19 promulgated under the Exchange Act.

(iv) Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) making a

nomination or proposal under this Section 2.8 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as

the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation. For purposes of this Section 2.8, to be considered a qualified representative of the stockholder, a person must be a

duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of

stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

Section 2.9. Conduct of Business. The date and time of the opening and the closing of the polls for each matter upon which

the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of a meeting of stockholders as it shall deem

appropriate in its sole discretion. The Chair of the Board, if one shall have been elected, or in the Chair of the Board’s absence, the Chief Executive Officer or, in the Chief Executive Officer’s absence or if one shall not have been

elected, the director or officer designated by the majority of the Whole Board (as defined below), shall act as chair of, and preside at, each meeting of the stockholders. The Secretary of the Corporation, or in the Secretary’s absence or

inability to act, the person whom the presiding person at the meeting shall appoint as secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as

adopted by the Board, the person presiding over the meeting shall have the right and authority to convene and for any or no reason to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as,

in the judgment of the presiding person at the meeting, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person at the meeting, may include,

without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and

procedures for maintaining order at

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the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and

constituted proxies or such other persons as the person presiding over the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; (f) limitations on the time allotted to

questions or comments by participants; and (g) restrictions of the use of audio or visual recording devices. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be

required to be held in accordance with the rules of parliamentary procedure. For purposes of these Bylaws, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies

in previously authorized directorships.

Section 2.10. Required Vote. Subject to the rights of the holders of any series

of Preferred Stock to elect directors under specified circumstances, at any meeting at which directors are to be elected, so long as a quorum is present, directors shall be elected by a plurality of the votes cast by the holders of shares present in

person or represented by proxy at the meeting and entitled to vote in such election. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. Unless a different or minimum

vote is required by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, any law or regulation applicable to the Corporation or its securities, the Certificate of Incorporation or these Bylaws, in which case

such different or minimum vote shall be the applicable vote on the matter, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmative vote of

the holders of a majority of the voting power of the outstanding shares of stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding advisory matters with more than two possible vote choices, the plurality of the votes cast by the holders of outstanding shares of stock of the Corporation present in person or represented by proxy at

the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

Section 2.11. Treasury

Stock. Shares of the Corporation’s capital stock shall neither be entitled to vote nor counted for quorum purposes if such shares belong to (a) the Corporation, (b) any other corporation, if a majority of shares entitled to vote

in the election of directors of such other corporation is held, directly or indirectly by the Corporation, or (c) any other entity, if a majority of the voting power of such other entity is held, directly or indirectly, by the Corporation or if

such other entity is otherwise controlled, directly or indirectly, by the Corporation; provided, however, that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock of the Corporation held in a

fiduciary capacity.

Section 2.12. Inspectors of Elections. The Corporation may, and when required by applicable law,

shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of

stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of

stockholders and the appointment of an inspector is required by applicable law, the presiding person at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign

an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by applicable law.

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ARTICLE 3

BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the

Board. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of

Incorporation or by these Bylaws required to be exercised or done by the stockholders. The directors shall act only as a Board or as a committee thereof, and the individual directors shall have no power as such.

Section 3.2. Chair of the Board. The Board of Directors shall choose a Chair of the Board from among its members. The Chair

of the Board, if elected, shall perform all duties incidental to his or her office that may be required by law and all such other duties as are properly required of him or her by the Board. The Chair of the Board may also serve as Chief Executive

Officer, if so elected by the Board.

Section 3.3. Number, Election, Tenure and Voting Power. Subject to applicable law,

the Certificate of Incorporation and the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to time exclusively pursuant to a resolution

adopted by the affirmative vote of a majority of the Whole Board. The election, term and voting power of directors shall be as set forth in the Certificate of Incorporation.

Section 3.4. Regular Meetings. Regular meetings of the Board shall be held on such dates, and at such times and places, if

any, as are determined from time to time by resolution of the Board. Notice of such regular meetings shall not be required.

Section 3.5. Special Meetings. Special meetings of the Board shall be called at the request of the Chair of the Board, the

Chief Executive Officer or a majority of the Board then in office. The person or persons authorized to call special meetings of the Board may fix the place, if any, date and time of the meetings. Any business may be conducted at a special meeting of

the Board.

Section 3.6. Notice. Notice of any special meeting of directors shall be given to each director at his or

her business or residence in writing by hand delivery, first-class or overnight mail, courier service or facsimile or electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered

when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to

the overnight mail or courier service company at least 24 hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least 24 hours before such meeting.

If by telephone or by hand delivery, the notice shall be given at least 24 hours before such meeting and shall be

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confirmed by facsimile or electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need

be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with these Bylaws.

Section 3.7. Action by Consent of Board. Any action required or permitted to be taken at any meeting of the Board or of any

committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and any consent may be documented, signed, and delivered in any manner permitted

by Section 116 of the DGCL. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board or committee in the same paper or electronic form as the minutes are maintained. Such

consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware.

Section 3.8. Remote Meetings. Members of the Board or any committee thereof may participate in a meeting of the Board or

such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such

meeting.

Section 3.9. Quorum. A majority of the Whole Board shall constitute a quorum for the transaction of business,

but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may, to the fullest extent permitted by law, adjourn the meeting from time to time without further notice unless (a) the date,

time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.6 of these Bylaws shall be given to each director, or

(b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place, if any, of the adjourned meeting. Except

as otherwise expressly required by law, the Certificate of Incorporation or these Bylaws, all matters shall be determined by the affirmative vote of a majority of the directors present at a meeting at which a quorum is present.

Section 3.10. Vacancies. Any newly created directorship that results from an increase in the number of directors or any

vacancy on the Board that results from the death, disability, resignation, retirement, disqualification or removal of any director or from any other cause shall be filled in accordance with the Certificate of Incorporation.

Section 3.11. Removal. Directors of the Corporation may be removed in the manner provided in the Certificate of

Incorporation and applicable law.

Section 3.12. Records. The Board shall cause to be kept a record containing the

minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

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Section 3.13. Compensation. Unless otherwise restricted by the Certificate

of Incorporation or these Bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses. The Corporation will cause each non-employee director

serving on the Board to be reimbursed for all reasonable out-of-pocket costs and expenses incurred by him or her in connection with such service.

Section 3.14. Regulations. To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws,

the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate.

ARTICLE 4

COMMITTEES

Section 4.1. Designation; Powers. The Board may designate one or more committees, each committee to consist of one

or more of the directors of the Corporation in the manner specified in the Certificate of Incorporation. Any such committee, to the fullest extent permitted by applicable law and to the extent provided in the resolution(s) of the Board, shall have

and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

Section 4.2. Procedure; Meetings; Quorum. Any committee designated pursuant to Section 4.1 shall

choose its own chair in the event the chair has not been selected by the Board, shall keep regular minutes of its proceedings, and shall meet at such times and at such place or places, if any, as may be provided by the charter of such committee or

by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of the members then serving on the committee shall constitute a quorum and the affirmative vote of a majority of the

members present at a meeting where a quorum is present shall be the act of the committee. A committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to such subcommittee any

or all of the powers of such committee. The Board shall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other

rules and regulations for the governance of any committee not inconsistent with the provisions of the Certificate of Incorporation, these Bylaws or any such charter. Unless the Certificate of Incorporation, these Bylaws, any charter for such

committee or the Board otherwise provide, any such committee or subcommittee may make rules for the conduct of its business, but unless otherwise provided by the Board or such rules, its meetings shall be called, notice given or waived, its business

conducted or its action taken as nearly as may be in the same manner as is provided in these Bylaws with respect to meetings or for the conduct of business or the taking of actions by the Board. Subject to the terms of the Certificate of

Incorporation, the Board shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee. The Secretary of the Corporation shall act as Secretary of any committee or subcommittee, unless otherwise

provided by the Board or such committee or subcommittee.

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Section 4.3. Substitution of Members. The Board may designate one or more

directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not

disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

ARTICLE 5

OFFICERS

Section 5.1. Officers. The Board shall elect the officers of the Corporation which may include, if the Board so

elects, a Chief Executive Officer, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, a Secretary, a Treasurer and such other officers as the Board from time to time may deem proper. All officers elected by the Board shall each have

such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article 5. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any

duly authorized committee thereof or, with respect to any Executive Vice President, Senior Vice President, Vice Presidents, Treasurer or Secretary, by the Chair of the Board or Chief Executive Officer. The Board or any committee thereof may from

time to time elect, or the Chair of the Board or Chief Executive Officer, may appoint, such other officers (including without limitation a Chief Financial Officer, Chief Operating Officer and one or more Senior Vice Presidents, Vice Presidents,

Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms

as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or by the Chair of the Board or Chief Executive Officer as the case may be. Any number of offices may be held by the same person. Except for the

Chair of the Board, if any, no officer need be a director. None of the officers need be a stockholder of the Corporation.

Section 5.2. Election and Term of Office. Each officer shall hold office until his or her successor shall have been duly

elected or appointed and shall have qualified or until his or her death or until he or she shall resign, but any officer may be removed from office at any time by the Board or, except in the case of an officer or agent elected by the Board, by the

Chair of the Board or Chief Executive Officer. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by

virtue of such election beyond the date of the election of his or her successor, his or her death, resignation or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred

compensation plan.

Section 5.3. Chief Executive Officer. The Chief Executive Officer, if any, shall be responsible for

the general management of the affairs of the Corporation and shall act in a general executive capacity subject to these Bylaws and to the oversight of the Board in the administration and operation of the Corporation’s business and general

supervision of its policies and affairs. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and

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instruments in connection with the business of the Corporation. In the absence (or inability or refusal to act) of the Chair of the Board, the Chief Executive Officer, if also a director, shall

preside when present at all meetings of the Board.

Section 5.4. Executive Vice Presidents, Senior Vice Presidents and Vice

Presidents. Each Executive Vice President, Senior Vice President and Vice President, if any, shall have such powers and shall perform such duties as shall be assigned to him or her by the Board or the Chair of the Board or the Chief Executive

Officer.

Section 5.5. Treasurer. The Treasurer, if any, shall exercise general supervision over the receipt, custody

and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board, or in such banks as may be designated as depositaries in the manner provided by resolution

of the Board. He or she shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him or her from time to time by the Board, the Chair of the Board or the Chief Executive Officer.

Section 5.6. Secretary. The Secretary, if any, shall keep or cause to be kept in one or more books provided for that

purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he or she shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law; he or she

shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and

affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board may

direct; and in general, he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, the Chair of the Board or the Chief Executive Officer.

Section 5.7. Vacancies. A newly created elected office or a vacancy in any elected office because of death, resignation,

removal or otherwise may be filled by the Board for the unexpired portion of the term. Any vacancy in an office appointed by the Chair of the Board or the Chief Executive Officer because of death, resignation, removal or otherwise may be filled by

the Chair of the Board or the Chief Executive Officer.

Section 5.8. Action with Respect to Securities of Other

Corporations. Unless otherwise directed by the Board, the Chief Executive Officer or any officer authorized by the Chair of the Board or the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Corporation, in

person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation or entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that

the Corporation may possess by reason of its ownership of securities in such other corporation.

Section 5.9. Delegation. The Board may from time to time delegate the powers and duties of any officer to any other officer

or agent, notwithstanding any provision hereof.

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Section 5.10. Compensation. The salaries or other compensation of the

officers of the Corporation shall be fixed from time to time by the Board, a committee of the Board or an officer of the Corporation designated by the Board or a committee of the Board, subject to applicable law and the rules or regulations of any

stock exchange applicable to the Corporation.

ARTICLE 6

STOCK CERTIFICATES AND TRANSFERS

Section 6.1. Stock Certificates and Transfers. The interest of each stockholder of the Corporation evidenced by certificates

for shares of stock shall be in such form as the appropriate officers of the Corporation may from time to time prescribe, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its

stock may be uncertificated shares. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the

Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by a third-party registrar or transfer agent, by the holder thereof in person or by his or her

attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as

the Corporation or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form,

at which time the Corporation shall issue a new certificate to the person entitled thereto (if the stock is then represented by certificates) or uncertificated shares, cancel the old certificate (if any) and record the transaction upon its books.

Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by

any two authorized officers of the Corporation (it being understood that each of the Chair of the Board, the Chief Executive Officer, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary and any Assistant Secretary shall be an

authorized officer for such purpose), certifying the number of shares owned by such holder in the corporation. Any or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose

facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer

agent or registrar at the date of issue.

Section 6.2. Lost, Stolen or Destroyed Certificates. No certificate for shares

or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the

Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Corporation may in its discretion require.

Section 6.3. Ownership of Shares. The Corporation shall be entitled to treat the holder of record of any share or shares of

stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or

other notice thereof, except as otherwise required by law.

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Section 6.4. Regulations Regarding Certificates. Subject to applicable

law, the Board shall have the power and authority to make all such rules and regulations concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation may enter into

additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.

ARTICLE 7

MISCELLANEOUS PROVISIONS

Section 7.1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the 31st day

of December of each year or as otherwise determined by the Board.

Section 7.2. Dividends. Except as otherwise provided

by law or the Certificate of Incorporation, the Board may from time to time declare, and the Corporation may pay, out of funds legally available therefor, dividends on its outstanding shares of stock, which dividends may be paid in either cash,

property or shares of stock of the Corporation. A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions,

reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert

competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of

surplus or other funds from which dividends might properly be declared and paid.

Section 7.3. Seal. The Corporation may

adopt a corporate seal in such form as shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced or otherwise,

as may be prescribed by law or custom or by the Board.

Section 7.4. Waiver of Notice. Whenever any notice is required

to be given to any stockholder or director of the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to

such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or

committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at

the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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Section 7.5. Resignations. Any director or any officer, whether elected or

appointed, may resign at any time by giving notice in writing or by electronic transmission, of such resignation to the Chair of the Board, the Chief Executive Officer or the Secretary, and such resignation shall be deemed to be effective when said

notice is received by the Chair of the Board, the Chief Executive Officer or the Secretary, or at such later time as is specified therein unless otherwise provided in the notice of resignation. No formal action shall be required of the Board or the

stockholders to make any such resignation effective.

Section 7.6. Indemnification and Advancement of Expenses.

(a) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently

exists or may hereafter be amended, any person who was or is made a party, will be made a party, or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil,

criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while

serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or non-profit entity, including service with respect to an employee benefit plan (a “Covered Person”), whether the basis of such proceeding is alleged action in an official capacity as a

director, officer, trustee, employee or agent, or in any other capacity while serving as a director, officer, trustee, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments,

fines, ERISA excise taxes and penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding.

(b) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter

be amended, pay the expenses (including attorneys’ fees) actually and reasonably incurred by a Covered Person in defending any proceeding, whether prior to or after its final disposition; provided, however, that to the extent

required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined by

final judicial decision from which there is no further right to appeal (hereinafter, a “final adjudication”) that the Covered Person is not entitled to be indemnified under this Section 7.6 or

otherwise.

(c) The rights to indemnification and advancement of expenses under this

Section 7.6 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of his or her heirs, executors

and administrators. Notwithstanding the foregoing provisions of this Section 7.6, except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses

to a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

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(d) If a claim for indemnification under this

Section 7.6 (following the final disposition of such proceeding) is not paid in full within 60 days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses

under this Section 7.6 is not paid in full within 30 days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled

to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim, or a claim brought by the Corporation to recover an advancement of

expenses pursuant to the terms of an undertaking, to the fullest extent permitted by applicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or

advancement of expenses under applicable law. In (i) any suit brought by a Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall

be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the

Covered Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal

counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable standard of conduct set

forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the Covered Person has not met such

applicable standard of conduct, shall create a presumption that the Covered Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be a defense to such suit. In any suit brought by the

Covered Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Covered

Person is not entitled to be indemnified, or to such advancement of expenses, under this Section 7.6 or otherwise shall be on the Corporation.

(e) The rights conferred on any Covered Person by this Section 7.6 shall not be exclusive of

any other rights that such Covered Person may have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement or vote of stockholders or disinterested directors or otherwise.

(f) This Section 7.6 shall not limit the right of the Corporation, to the extent and in the

manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

(g) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this

Section 7.6, may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with

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whom or which such Covered Person may be associated (including, without limitation, any Principal Stockholder). The Corporation hereby acknowledges and agrees that (i) the Corporation shall

be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Section 7.6, (ii) the Corporation shall be primarily liable for all such obligations and any

indemnification afforded to a Covered Person in respect of a proceeding, expense, liability or matter that is the subject of this Section 7.6, whether created by law, organizational or constituent documents, contract or

otherwise, (iii) any obligation of any persons with whom or which a Covered Person may be associated (including, without limitation, any Principal Stockholder) to indemnify such Covered Person and/or advance expenses or liabilities to such

Covered Person in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (iv) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the

fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated (including, without limitation, any Principal Stockholder) or insurer of any

such person and (v) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated (including, without limitation, any Principal Stockholder) from any claim of contribution,

subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder.

(h) The

Corporation may maintain insurance, at its expense, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,

employee or agent of another corporation, partnership, joint venture, trust, other enterprise or non-profit entity, including service with respect to an employee benefit plan, against any expense, liability or

loss asserted against them and incurred by them in such capacity, or arising out of their status as such (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement),

whether or not the Corporation would have the power to indemnify such person against any such expense, liability or loss under the DGCL.

(i) Any repeal or modification of the provisions of this Section 7.6 shall not adversely affect

any right or protection hereunder of any Covered Person in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring prior to the time of

such repeal or modification.

Section 7.7. Notices. Except as otherwise specifically provided herein or required by

applicable law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the

mail, postage paid, or by sending such notice by courier service, or by facsimile or other electronic transmission, provided that notice to stockholders by electronic transmission shall be given in the manner provided in Section 232 of the

DGCL. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation.

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Section 7.8. Facsimile and Electronic Signatures. Any document, including,

without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed

using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or

other form of electronic signature to the fullest extent permitted by applicable law.

Section 7.9. Time Periods. Except

as otherwise set forth in these Bylaws, in applying any provision of these Bylaws that require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to

an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Section 7.10. Reliance Upon Books, Reports and Records. Each member of the Board, and each member of any committee

designated by the Board shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the

Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been

selected with reasonable care by or on behalf of the Corporation.

Section 7.11. Severability. Whenever possible and to

the fullest extent permitted by law, each provision or portion of any provision of these Bylaws will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of these Bylaws is

held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such provision or portion of any provision shall be severable and the invalidity, illegality or unenforceability will not affect any

other provision or portion of any provision in such jurisdiction, and these Bylaws will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been

contained herein.

ARTICLE 8

AMENDMENTS

In

furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Corporation may, in its Certificate of Incorporation, confer the power to adopt, amend, or repeal these Bylaws upon the Board. Stockholders

shall also have the power to adopt, amend or repeal these Bylaws in the manner specified in the Certificate of Incorporation. No Bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board

that was valid at the time it was taken.

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ARTICLE 9

EXCLUSIVE FORUM

Unless

the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the United States District Court for the

District of Delaware subject to that court having personal jurisdiction over the indispensable parties named defendants therein) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for any stockholder (including

a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or

stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws (as either may be

amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (D) any action asserting a claim governed by the internal affairs doctrine. Unless the Corporation consents in writing to the

selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as

amended. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this

Article 9. If any provision or provisions of this shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity,

legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 9 (including, without limitation, each portion of any sentence of this Article 9 containing any such provision

held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

The provisions of this Article 9 shall not apply to actions brought to enforce any liability or duty created by the Exchange Act.

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EX-4.1

EX-4.1

Filename: d100419dex41.htm · Sequence: 5

EX-4.1

Exhibit 4.1

Execution Version

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of April 2, 2026 is made and entered into by and among

HMH Holding Inc., a Delaware corporation (the “Company”), and each of the Initial Holders (as hereinafter defined) listed on the signature pages hereto.

WHEREAS, in connection with, and in consideration of, the transactions contemplated by the Company’s Registration on Form S-1 (File No. 333-281497), the Holders have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as

hereinafter defined) as set forth in this Agreement; and

WHEREAS, the Holders have received shares of Class B common stock, par

value $0.01 per share, of the Company (“Company Class B Common Stock”).

NOW, THEREFORE, in

consideration of the mutual covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following terms and variations

thereof have the meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Board, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in

order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any Prospectus and any

preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) would materially impede,

delay or interfere with any significant financing, significant acquisition, significant corporate reorganization or other significant transaction then pending or proposed to be taken by the Company or any of its subsidiaries (or any negotiations,

discussions or pending proposals with respect thereto), or would otherwise materially adversely affect the Company.

“Affiliate” of any Person means any other Person which directly, or indirectly through one or more intermediaries,

controls, or is controlled by, or is under common control with, such Person; provided, however, that in no event shall the Company or any of its subsidiaries be deemed an Affiliate of any Holder. The term “control”

(including the terms “controlling,” “controlled” and “under common control with”) as used with respect to any Person means the possession, direct or indirect, of the power to direct or cause the direction of the

management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning given in the Preamble.

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“Akastor” shall mean Akastor ASA and its wholly owned subsidiaries,

Akastor AS, Mercury HoldCo AS and Mercury HoldCo Inc.

“Applicable Minimum Amount” shall have the meaning given in

subsection 2.1.1.

“Baker Hughes” shall mean Baker Hughes Company and its wholly owned subsidiary, Baker Hughes

Holdings LLC.

“Beneficially Own”, “Beneficial Owner” and “Beneficial Ownership”

have the meaning assigned to such terms in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such Rule (in each

case, irrespective of whether or not such Rule is actually applicable in such circumstance).

“Board” shall mean the

Board of Directors of the Company.

“Business Day” shall mean a day other than Saturday, Sunday or other day on which

commercial banks in New York, New York are authorized or required by law to remain closed.

“Common Stock” shall mean

the Company Class A Common Stock and the Company Class B Common Stock.

“Company” shall have the meaning

given in the Preamble.

“Company Class A Common Stock” means the Class A common stock, par

value $0.01 per share, of the Company.

“Company Class B Common Stock” shall have the meaning given

in the Recitals.

“Confidential Information” shall mean all information (irrespective of the form of communication)

received by or on behalf of a Holder or its Representatives from the Company, its Affiliates or their respective Representatives, through the Beneficial Ownership of Equity Securities or through the rights granted pursuant hereto, other than

information which (i) was or becomes generally available to the public other than as a result of a breach of this Agreement by such Holder, its Affiliates or their respective Representatives, (ii) was or becomes available to such Holder,

its Affiliates or their respective Representatives on a non-confidential basis from a source other than the Company, its Affiliates or their respective Representatives, or any other Holder or its

Representatives, as the case may be, provided, that the source thereof is not known by such Holder or such of its Affiliates or their respective Representatives to be bound by an obligation of confidentiality to the Company or any of its Affiliates,

or (iii) is independently developed by such Holder, its Affiliates or their respective Representatives without the use of or reference to any information that would otherwise be Confidential Information hereunder.

“Demand Notice” shall have the meaning given in subsection 2.1.1.

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Demand Requesting Holder” shall have the meaning given in subsection 2.1.1.

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“Demanding Holder” shall have the meaning given in subsection

2.1.1.

“EDGAR” shall mean the SEC’s Electronic Data Gathering, Analysis and Retrieval system.

“Effective Date” shall mean the time and date that a Registration Statement is first declared effective by the SEC or

otherwise becomes effective.

“Equity Securities” shall mean (i) all shares of capital stock of the Company,

(ii) all securities convertible into or exchangeable for shares of capital stock of the Company, and (iii) all options, warrants or other rights to purchase or otherwise acquire from the Company shares of such capital stock, or securities

convertible into or exchangeable for shares of such capital stock.

“Exchange Act” shall mean the Securities Exchange

Act of 1934, as it may be amended from time to time.

“Form S-1” shall mean a

Registration Statement on Form S-1 or any comparable successor form or forms thereto.

“Form S-3” shall mean a Registration Statement on Form S-3 or any comparable successor form or forms thereto.

“Governmental Authority”

shall mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Holder” or “Holders” shall mean (i) each Initial Holder; and (ii) any Person to whom rights

under this Agreement are assigned in accordance with Section 6.4, unless and until such subsequent Holder ceases to hold any Registrable Securities.

“Initial Holders” shall mean (i) Akastor, unless and until Akastor ceases to hold any Registrable Securities, and

(ii) Baker Hughes, unless and until Baker Hughes ceases to hold any Registrable Securities.

“Law” shall mean any

statute, law, ordinance, rule, treaty, code, directive, regulation, governmental approval (whether granted or required) or order, in each case, of any Governmental Authority.

“Lock-Up Period” shall mean the period beginning on the date each “lock-up” letter agreement is entered into by the Persons listed on Schedule 3 to the underwriting agreement entered into by the Company in connection with the initial underwritten public offering of

shares of Company Class A Common Stock and ending at the close of business 180 days after the date of the final prospectus relating to the public offering.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be

stated in a Registration Statement or Prospectus, or necessary to make

3

the statements in a Registration Statement or Prospectus (and in the case of any Prospectus and any preliminary Prospectus, in the light of the circumstances under which they were made) not

misleading.

“New Registration Statement” shall have the meaning given in subsection 2.3.4.

“Permitted Distribution in Kind” shall mean a distribution by a Holder of Common Stock held by such Holder or its Permitted

Transferees to the direct or indirect holders of capital stock of such Holder.

“Permitted Transferees” shall mean a

Person to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities under any applicable agreement between such Holder and the Company.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust,

incorporated organization, association, corporation, institution, public benefit corporation, Governmental Authority or any other entity.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus

supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (i) the shares of Company Class A Common Stock issued or issuable upon the

conversion or exchange of any Company Class B Common Stock held by the Holders as of the date hereof and (ii) any other Equity Security of the Company or equity interests in any successor of the Company issued or issuable in respect of

such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company;

provided, however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become

effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, and new certificates

for such securities not bearing a legend restricting further transfer shall have been delivered by the Company to the transferee; (C) such securities shall have ceased to be outstanding; (D) such securities shall have been sold without

registration pursuant to Section 4(a)(1) of the Securities Act or Rule 144 (or any successor rule promulgated thereafter by the SEC); or (E) such securities shall have been sold to, or through, a broker, dealer or underwriter in a public

distribution or other public securities transaction. For purposes of this Agreement, a Person shall be deemed to be a holder of shares of Company Class A Common Stock and such shares shall be deemed to be in existence whenever such Person has

the right to acquire such shares (upon conversion, exchange for shares of Company Class B Common Stock or otherwise), whether or not such acquisition has actually been effected, and such Person shall be entitled to exercise the rights of a

holder of shares of Company Class A Common Stock.

4

“Registration” shall mean a registration effected by preparing and filing

a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the

out-of-pocket expenses incident to a Registration (including any Underwritten Offering), including the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory

Authority, Inc.) and any listing fees of any securities exchange on which any shares of Company Class A Common Stock are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for

the Underwriter(s) in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and

delivery expenses;

(D) fees and disbursements of counsel for the Company;

(E) fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such

Registration or Underwritten Offering;

(F) the Company’s expenses with respect to any roadshow related to the Registration or

Underwritten Offering;

(G) fees and expenses of the Company’s transfer agent; and

(H) reasonable fees and expenses of one legal counsel selected by the majority in interest of the Demanding Holders or the majority in

interest of the Takedown Requesting Holders, as applicable.

Notwithstanding the foregoing, under no circumstances shall the Company be obligated to pay

any fees, discounts and/or commissions to any Underwriter or broker with respect to the Registrable Securities.

“Registration

Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective

amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Representatives” shall mean, with respect to any Person, its Affiliates or its or their respective directors, officers,

employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors).

“Resale Shelf Registration Statement” shall have the meaning given in subsection 2.3.1.

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“Rule 144” shall mean Rule 144 promulgated under the Securities Act (or

any successor rule promulgated thereafter by the SEC).

“Securities Act” shall mean the Securities Act of 1933, as

amended from time to time.

“SEC” shall mean the Securities and Exchange Commission.

“SEC Guidance” shall have the meaning given in subsection 2.3.4.

“Takedown Requesting Holder” shall have the meaning given in subsection 2.3.5.

“Trading Market” shall mean the principal national securities exchange on which Company Class A Common Stock is

listed.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an

Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or

“Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public, including for the avoidance of doubt an Underwritten

Shelf Takedown.

“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.3.5.

“VWAP” shall mean as of a specified date and in respect of Registrable Securities, the volume weighted average price for

such security on the Trading Market for the five trading days immediately preceding, but excluding, such date.

ARTICLE II

REGISTRATION

Section 2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4,

at any time and from time to time following the date hereof (but subject to the Lock-up Period or any other applicable lock-up restrictions set forth in the governing

documents of the Company, as applicable), any of the Initial Holders (in such capacity, a “Demanding Holder”), may make a written demand (a “Demand Notice”) for Registration of all or part of their Registrable

Securities on Form S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another

appropriate form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which Demand Notice shall describe the amount and type of securities to be included in such Registration and the intended method(s) of

distribution thereof (a “Demand Registration”). The Company shall, no later than five days following the Company’s receipt of the Demand Notice, notify, in writing, all other Holders of Registrable Securities of such demand,

and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such

Holder’s Registrable Securities in such Registration, a “Demand Requesting Holder”) shall so notify the

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Company, in writing, within five Business Days (or, if the Registration Statement will be a shelf registration statement, within three Business Days) after the receipt by the Holder of the notice

from the Company. The Company shall, subject to Section 2.1, file a Registration Statement in accordance with the terms and conditions of the Demand Notice as soon as reasonably practicable, but no more than 45 days

immediately after the Company’s receipt of the Demand Notice, which Registration Statement shall cover all of the Registrable Securities requested to be included in the Demand Registration by the Demand Requesting Holders. The Company shall

use commercially reasonable efforts to cause such Registration Statement to become and remain effective as soon as reasonably practicable after the filing thereof under the Securities Act until the earlier of (A) 180 days (or three years if a shelf

registration statement is requested) after the Effective Date of such Registration Statement and (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or otherwise disposed of or such shares are

no longer Registrable Securities; provided, however, that such period shall be extended for a period of time equal to the period the Holders refrain from selling any securities included in such Registration Statement at the request of an underwriter

of the Company or the Company pursuant to subsection 2.1.4 of this Agreement. Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration unless the Registrable Securities of

the Demand Requesting Holders and their respective Affiliates to be included in such Demand Registration have an aggregate value, based on the VWAP as of the date of the applicable Demand Notice, of at least (i) $50,000,000 if the applicable Resale

Shelf Registration will be on Form S-1 and (ii) $25,000,000 if the applicable Resale Shelf Registration will be on Form S-3 (each such amount, an

“Applicable Minimum Amount”). Notwithstanding the foregoing, if a Resale Shelf Registration Statement represents all of the remaining Registrable Securities held by the applicable Demanding Holder, the Applicable Minimum

Amount shall be (i) $25,000,000 if such Resale Shelf Registration Statement will be on Form S-1 and (ii) $10,000,000 if such Resale Shelf Registration Statement will be on Form

S-3. Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three Registrations per calendar year pursuant to a Demand Registration under this subsection

2.1.1 initiated by Akastor and (ii) three Registrations per calendar year pursuant to a Demand Registration under this subsection 2.1.1 initiated by Baker Hughes. The Company’s obligations to include the Registrable Securities

held by a Holder in a Demand Registration are contingent upon such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the Holder and the intended method of disposition of the

Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request

that are customary of a selling stockholder in similar situations. If any Demanding Holder or Demand Requesting Holder so elects, a Demand Registration may involve a Permitted Distribution in Kind, and the Company will reasonably assist with such

distribution in the manner reasonably requested by such Demanding Holder or Demand Requesting Holder and in compliance with the Securities Act and the Exchange Act, as applicable.

2.1.2 Effective Registration. Notwithstanding the provisions of subsection 2.1.1 or any other part of this Agreement, a

Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the SEC with respect to a Registration pursuant to a Demand Registration has been declared effective by

the SEC, and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared

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effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the SEC, federal or state

court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective for purposes of counting Registrations under subsection 2.1.1 unless and until

(i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Demanding Holder initiating such Demand Registration thereafter affirmatively elects to continue with such Registration and so notifies the

Company in writing within five days of written notice of such removal, rescission or termination; provided, further, however, that the Company shall not be obligated or required to file another Registration Statement until the

Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or has been terminated.

2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4, if

the Demanding Holder advises the Company as part of its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding

Holder or any Demand Requesting Holder(s) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable

Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting

agreement in customary form with the Underwriter(s) selected by the Demand Requesting Holder(s) for such Underwritten Offering, subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed, and all

such Holders agree to complete and execute all questionnaires, powers of attorney, indemnities and other documents customarily and reasonably required under the terms of such underwriting arrangements. The Company agrees to, in connection with any

such Underwritten Offering, execute all documents customarily and reasonably required under the terms of such underwriting arrangements.

2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to

a Demand Registration, in good faith, advises the Company, the Demanding Holder and any other Demand Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Demanding Holder and the Demand Requesting Holders

(if any) desire to sell, taken together with all other shares of Company Class A Common Stock or other Equity Securities that the Company desires to sell and the shares of Company Class A Common Stock, if any, as to which a Registration

has been requested pursuant to separate written contractual piggyback registration rights held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of Equity Securities that can be sold in the

Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the

“Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holder and the Demand Requesting Holders (if any) (on a pro

rata basis based on the respective number of Registrable Securities then owned by such Demanding Holder and each Demand Requesting Holder (if any) in relation to the aggregate number of Registrable Securities owned by such Demanding Holder and each

Demand Requesting Holder (if any)), which can be sold without exceeding the Maximum

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Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Company Class A Common Stock or

other Equity Securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing

clauses (i) and (ii), the shares of Company Class A Common Stock of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons and that can be sold

without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal. A Holder may withdraw all or any

portion of its Registrable Securities included in a Demand Registration at any time prior to the effectiveness of the applicable Registration Statement upon providing written notification to the Company and the Underwriter(s) (if any) of such

Holder’s intention to withdraw from such Registration at least two Business Days prior to the effectiveness of the Registration Statement filed with the SEC with respect to the Registration of their Registrable Securities pursuant to such

Demand Registration (or, in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two Business Days prior to the time of pricing of the applicable offering). Upon receipt of a notice from the Demanding

Holder that the Demanding Holder is withdrawing an amount of its Registrable Securities from the Demand Registration such that the remaining amount of Registrable Securities of the Demanding Holder is likely to result in gross sale proceeds below

the Applicable Minimum Amount, the Company may cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration with respect to the Demanding Holder for the

purposes of subsection 2.1.1 unless the Demanding Holder shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented

out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities (based on the number of securities

the Demanding Holder sought to register, as compared to the total number of securities included in such Demand Registration). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Registration pursuant

to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

Section 2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If the Company proposes to file a registration statement under the Securities Act or to conduct a public

offering with respect to an offering of Equity Securities for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company, including pursuant to Section 2.1),

other than a registration statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an

offering of debt that is convertible into shares of capital stock of the Company, (iv) for a dividend reinvestment plan, or (v) on Form S-4 (or any successor form thereto) in connection with a

business combination, then the Company shall give written notice of such proposed registration to all of the Holders of Registrable Securities as soon as reasonably practicable but no later than ten Business Days (or, if such Registration shall be

on a shelf registration statement, no later than five Business Days) prior to the anticipated filing date of such registration statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the

intended method(s) of distribution, and the name of the proposed

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managing Underwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities

as such Holders may request in writing within five Business Days after receipt of such written notice, or if such Registration shall be on a shelf registration statement, within three Business Day (such Registration, a “Piggyback

Registration”). The Company shall use commercially reasonable efforts to include such Registrable Securities for Registration in such Piggyback Registration and shall use its commercially reasonable efforts to cause the managing

Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar

securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their

Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to

be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Company Class A Common Stock or other

Equity Securities that the Company desires to sell, taken together with (x) the shares of Company Class A Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with Persons

other than the Holders of Registrable Securities hereunder, (y) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (z) the shares of Company Class A

Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum Number of Securities, then:

(i)

If the Registration is undertaken for the Company’s account, the Company shall include in any such

Registration (A) first, the shares of Company Class A Common Stock or other Equity Securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the

Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof,

pro rata, based on the respective number of Registrable Securities that each Holder has so requested be included in such Piggyback Registration and the aggregate number of Registrable Securities that Holders have requested be included in such

Piggyback Registration, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of

Company Class A Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum Number of

Securities; and

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(ii)

If the Registration is pursuant to a request by Persons other than the Holders of Registrable Securities, then

the Company shall include in any such Registration (A) first, the shares of Company Class A Common Stock of such requesting Persons, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that

the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1,

pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Piggyback Registration and the aggregate number of Registrable Securities that the Holders have requested be included in such

Piggyback Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of

Company Class A Common Stock or other Equity Securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not

been reached under the foregoing clauses (A), (B) and (C), the shares of Company Class A Common Stock for the account of other Persons that the Company is obligated to register pursuant to separate written contractual arrangements with such

Persons, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration

Withdrawal. Any Holder shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw

from such Piggyback Registration at least two Business Days prior to the effectiveness of the Registration Statement filed with the SEC with respect to such Piggyback Registration, provided that such withdrawal shall be irrevocable and, after making

such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made. The Company (whether on its own good faith determination or as the result of a request for

withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the SEC in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to

Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof, and there shall be no limit on the number of Piggyback Registrations.

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Section 2.3 Resale Shelf Registration Rights

2.3.1 Registration Statement Covering Resale of Registrable Securities. The Company shall prepare and file or cause to be

prepared and filed with the SEC, no later than 180 days following the date hereof, a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 of the Securities Act or any successor thereto registering the resale

from time to time by Holders of all of the Registrable Securities held by the Holders (the “Resale Shelf Registration Statement”). The Resale Shelf Registration Statement shall be on Form

S-3 (or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 or another appropriate form permitting

Registration of such Registrable Securities for resale). If the Resale Shelf Registration Statement is initially filed on Form S-1 and thereafter the Company becomes eligible to use Form S-3 for secondary sales, the Company shall, as promptly as reasonably practicable, cause such Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement,

such that the Resale Shelf Registration Statement is on Form S-3. The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as

possible after filing but no later than the 225th day (or 255th day if the SEC notifies the Company that it will “review” the

Resale Shelf Registration Statement) following the date hereof; provided, however, that the Company’s obligations to include the Registrable Securities held by a Holder in the Resale Shelf Registration Statement are contingent

upon such Holder furnishing in writing to the Company such information regarding the Holder, the securities of the Company held by the Holder and the intended method of disposition of the Registrable Securities as shall be reasonably requested by

the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar

situations. Once effective, the Company shall use commercially reasonable efforts to keep the Resale Shelf Registration Statement and Prospectus included therein continuously effective and to be supplemented and amended to the extent necessary to

ensure that such Registration Statement is available or, if not available, to ensure that another Registration Statement is available, under the Securities Act at all times until the earliest of (i) the date on which all Registrable Securities

and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement and (ii) the date on which all Registrable Securities and other

securities covered by such Registration Statement have ceased to be Registrable Securities. The Registration Statement filed with the SEC pursuant to this subsection 2.3.1 shall contain a Prospectus in such form as to permit any Holder to

sell such Registrable Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) at any time beginning on the Effective Date for such Registration Statement, and shall provide

that such Registrable Securities may be sold pursuant to any method or combination of methods legally available to, and requested by, Holders, including through a Permitted Distribution in Kind.

2.3.2 Notification and Distribution of Materials. The Company shall notify the Holders in writing of the effectiveness of the

Resale Shelf Registration Statement as soon as reasonably practicable, and in any event within five Business Days after the Resale Shelf

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Registration Statement becomes effective, and shall furnish to them, without charge, such number of copies of the Resale Shelf Registration Statement (including any amendments, supplements and

exhibits), the Prospectus contained therein (including each preliminary Prospectus and all related amendments and supplements) and any documents incorporated by reference in the Resale Shelf Registration Statement or such other documents as the

Holders may reasonably request in order to facilitate the sale of the Registrable Securities in the manner described in the Resale Shelf Registration Statement (to the extent that any of such documents is not available on EDGAR).

2.3.3 Amendments and Supplements. Subject to the provisions of subsection 2.3.1, the Company shall use commercially

reasonable efforts to, as promptly as reasonably possible, prepare and file with the SEC from time to time such amendments and supplements to the Resale Shelf Registration Statement and Prospectus used in connection therewith as may be necessary to

keep the Resale Shelf Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all the Registrable Securities. If any Resale Shelf Registration Statement filed pursuant to

subsection 2.3.1 is filed on Form S-3 and thereafter the Company becomes ineligible to use Form S-3 for secondary sales, the Company shall promptly notify the

Holders of such ineligibility and use its best efforts to file a shelf registration on an appropriate form as promptly as reasonably practicable to replace the shelf registration statement on Form S-3 and have

such replacement Resale Shelf Registration Statement declared effective as promptly as reasonably practicable and to cause such replacement Resale Shelf Registration Statement to remain effective, and to be supplemented and amended to the extent

necessary to ensure that such Resale Shelf Registration Statement is available or, if not available, that another Resale Shelf Registration Statement is available, for the resale of all the Registrable Securities held by the Holders until all such

Registrable Securities have ceased to be Registrable Securities; provided, however, that at any time the Company once again becomes eligible to use Form S-3, the Company shall cause such

replacement Resale Shelf Registration Statement to be amended, or shall file a new replacement Resale Shelf Registration Statement, such that the Resale Shelf Registration Statement is once again on Form S-3.

2.3.4 SEC Cutback. Notwithstanding the registration obligations set forth in this Section 2.3, in

the event the SEC informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly

(i) inform each of the Holders thereof and use its reasonable best efforts to file amendments to the Resale Shelf Registration Statement as required by the SEC and/or (ii) withdraw the Resale Shelf Registration Statement and file a new

registration statement (a “New Registration Statement”) on Form S-3, or if Form S-3 is not then available to the Company for such registration

statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use commercially

reasonable efforts to advocate with the SEC for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the SEC staff (the “SEC

Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary

offering (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to further limit its

Registrable Securities to be included on the

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Registration Statement, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable

Securities held by the Holders, subject to a determination by the SEC that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Resale Shelf Registration

Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its reasonable best efforts to file with the SEC, as promptly as allowed by SEC or SEC Guidance provided to the Company

or to registrants of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale

on the Resale Shelf Registration Statement, as amended, or the New Registration Statement.

2.3.5 Underwritten Shelf

Takedown. At any time and from time to time after a Resale Shelf Registration Statement on Form S-3 has been declared effective by the SEC, any of the Demanding Holders may request to sell all or any

portion of their Registrable Securities in an underwritten offering that is registered pursuant to such Resale Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, however, that the

Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to

exceed, in the aggregate, $25,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten

Shelf Takedown. Reasonably promptly upon receiving such notice (but no later than 10 days after receipt of such notice), the Company shall notify all of the other Holders of Registrable Securities regarding the potential Underwritten Shelf Takedown.

The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any such other Holder (each a “Takedown Requesting Holder”) within five days of receipt of notice of such Underwritten Shelf

Takedown pursuant to written contractual piggyback registration rights of such Holder (including those set forth herein). All Holders proposing to distribute their Registrable Securities through an Underwritten Shelf Takedown under this

subsection 2.3.5 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected by such Holders for such Underwritten Offering, subject to the Company’s prior approval which shall not be unreasonably

withheld, conditioned or delayed.

2.3.6 Reduction of Underwritten Shelf Takedown. If the managing Underwriter(s) in an

Underwritten Shelf Takedown, in good faith, advise the Company and the Takedown Requesting Holders in writing that the dollar amount or number of Registrable Securities that the Takedown Requesting Holders desire to sell, taken together with all

other shares of Company Class A Common Stock or other Equity Securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first,

the Registrable Securities of the Takedown Requesting Holders, on a pro rata basis based on the respective number of Registrable Securities then owned by a Takedown Requesting Holder in relation to the aggregate number of Registrable Securities

owned by all of the Takedown Requesting Holders, which can be sold without exceeding the Maximum Number of Securities; and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the

shares of Company Class A Common Stock or other Equity Securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

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2.3.7 Registrations effected pursuant to this Section 2.3

shall not be counted as Demand Registrations effected pursuant to Section 2.1. Under no circumstances shall the Company be obligated to effect more than an aggregate of four Underwritten Shelf Takedowns in any 12 month

period.

2.3.8 Block Trades. If a Demanding Holder wishes to consummate an overnight block trade (on either an SEC registered

or non-registered basis), then notwithstanding the time periods and piggyback rights otherwise provided herein, such Demanding Holder shall, if it would like the assistance of the Company, give the Company

reasonably sufficient advance notice in order to prepare the appropriate documentation for such transaction. Such Demanding Holder, if requesting an SEC registered underwritten block trade, shall give the Company written notice of the transaction

and the anticipated launch date of the transaction at least two Business Days prior to the anticipated launch date of the transaction. The Company shall be required to only notify the other Demanding Holders of the transaction and none of the other

Holders, and such other Demanding Holders shall have one Business Day prior to the launch of the transaction to determine if they wish to participate in the block trade. The Company shall include in the block trade only shares held by the Demanding

Holders. Any Registration effected pursuant to this subsection 2.3.8. shall not be counted as Demand Registrations effected pursuant to Section 2.1 or an Underwritten Shelf Takedown pursuant to subsection

2.3.7.

Section 2.4 Restrictions on Registration Rights. Notwithstanding anything to the

contrary contained herein, the Company shall not be obligated to (but may, at its sole option) file a Registration Statement pursuant to a Demand Registration request made under Section 2.1 within 90 days after any other

Demand Registration or effect an Underwritten Shelf Takedown within 90 days after any other Underwritten Shelf Takedown (it being understood and agreed that if the Underwritten Shelf Takedown is affected as a block trade, no such limitation shall

apply), provided that the Company has delivered written notice of such other Demand Registration or Underwritten Shelf Takedown to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 or a request for an

Underwritten Shelf Takedown and that the Company continues to actively employ, in good faith, commercially reasonable efforts to cause the applicable Registration Statement for such other Demand Registration to become effective or such other

Underwritten Shelf Takedown to be consummated.

ARTICLE III

COMPANY PROCEDURES

Section 3.1 General Procedures. If at any time on or after the date hereof the Company is required to

effect the Registration of Registrable Securities, whether pursuant to the filing of a new Registration Statement, effecting an Underwritten Shelf Takedown, or effecting an underwritten block trade, the Company shall use commercially reasonable

efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall use commercially reasonable efforts to:

3.1.1 prepare and file with the SEC as soon as reasonably practicable a Registration Statement with respect to such Registrable

Securities and cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

15

3.1.2 prepare and file with the SEC such amendments and post-effective amendments to

the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be

required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities

covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the

Underwriter(s), if any, and the Holders of Registrable Securities included in such Registration that are Demanding Holders, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and

supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other

documents as the Underwriter(s) and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by

such Holders;

3.1.4 prior to any public offering of Registrable Securities, (i) register or qualify the Registrable Securities

covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement or the Underwriter(s) (if any) (in

light of their intended plan of distribution) may reasonably request and (ii) take such action reasonably necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other

governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that are reasonably necessary to enable the Holders of Registrable Securities included in such Registration

Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not

otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar

securities issued by the Company are then listed;

3.1.6 provide a transfer agent and registrar for all such Registrable Securities

no later than the Effective Date of such Registration Statement;

3.1.7 notify each Holder of Registrable Securities selling such

Registrable Securities pursuant to Registration under this Agreement, as promptly as reasonably practicable

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after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such Registration Statement or the initiation or

threatening of any proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 notify each Holder of Registrable Securities covered by such Registration Statement, as promptly as reasonably practicable after

the Company receives notice thereof, of the time when such registration statement has been declared effective (which may be satisfied by the issuance of a press release by the Company);

3.1.9 notify the Holders, at any time when a Prospectus relating to such Registration Statement is required to be delivered under the

Securities Act, of the occurrence of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in

Section 3.4 hereof;

3.1.10 permit Representatives of the Holders and the Underwriter(s), if any, to

participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Representative in

connection with the Registration; provided, however, that the participating Holder(s) shall inform their Representatives and the Underwriter(s) of the confidential nature of the process and such Representatives and Underwriter(s) agree

to keep confidential any Confidential Information so received;

3.1.11 obtain a “cold comfort” letter from the

Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter(s)

may reasonably request, and reasonably satisfactory to such managing Underwriter(s);

3.1.12 on the date the Registrable Securities

are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Underwriter(s), if any, covering such legal matters with respect to

the Registration in respect of which such opinion is being given as the Underwriter(s) may reasonably request and as are customarily included in such opinions and negative assurance letters; provided, however, that counsel for the

Company shall not be required to provide any opinions with respect to any Holder;

3.1.13 in the event of any Underwritten Offering,

enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter(s) of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least

12 months beginning with the first day of the Company’s first full calendar quarter after the Effective Date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or

any successor rule promulgated thereafter by the SEC);

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3.1.15 in connection with an Underwritten Offering, cause its senior management,

officers, employees and independent public accountants (in the case of the independent public accountants, subject to any applicable accounting guidance regarding their participation in the offering or the due diligence process) to participate in,

make themselves available, supply such information as may reasonably be requested and to otherwise facilitate and cooperate with the preparation of the Registration Statement and Prospectus and any amendments or supplements thereto (including

participating in meetings, drafting sessions, due diligence sessions and rating agency presentations) taking into account the Company’s reasonable business needs;

3.1.16 if a Registration relates to an Underwritten Offering with gross proceeds in excess of $25,000,000, use its reasonable efforts to

make available, upon reasonable notice, senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s); and

3.1.17 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the

Holders, in connection with such Registration.

Section 3.2 Registration Expenses. All Registration

Expenses shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. It is acknowledged by the Holders that the Holders shall pay the Underwriters’ commissions and discounts in

respect of their respective Registrable Securities and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

Section 3.3 Requirements for Participation in Underwritten Offerings. No Person may participate in any

Underwritten Offering for Equity Securities of the Company unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes

all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting

arrangements.

Section 3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice

from the Company pursuant to subsection 3.1.9, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed or has

received copies of a supplemented or amended Prospectus correcting the Misstatement, provided that the Company shall prepare and file any required supplement or amendment correcting any Misstatement reasonably promptly after the time of such notice

and, if necessary, to request the immediate effectiveness thereof. If the filing, initial effectiveness or continued use of a Registration Statement or Prospectus included in any Registration Statement at any time (i) would require the Company

to make an Adverse Disclosure or (ii) would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company shall have the right to

defer the filing, initial effectiveness or continued use of any Registration Statement pursuant to clauses (i) or (ii) for a period of not more than 60 consecutive days and the Company shall not defer any such filing, initial effectiveness or

use of a Registration Statement pursuant to this Section 3.4 for more than three times or for more than a total of 120 days (in each case counting deferrals initiated pursuant to clauses (i) or (ii) in the aggregate)

in any 12 month period.

18

Section 3.5 Reporting Obligations. As long as any

Holder shall own Registrable Securities, the Company, to the extent it shall be required to do so under the Exchange Act, shall file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to

be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and shall promptly furnish the Holders with true and complete copies of all such filings (unless such filings are otherwise available on EDGAR).

The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Company Class A Common Stock held by such Holder

without registration under the Securities Act within the limitations of the exemption provided by Rule 144, including providing any legal opinions. Upon the request of any Holder in connection with such Holder’s sale pursuant to Rule 144, the

Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

Section 3.6 Limitations on Registration Rights. The Company shall not hereafter enter into any

agreement with respect to its securities which is inconsistent with or violates the rights granted to the Holders of Registrable Securities in this Agreement, and in the event of any conflict between any such agreement or agreements and this

Agreement, the terms of this Agreement shall prevail.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

Section 4.1 Indemnification

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors

and agents and each Person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) resulting from any untrue or alleged untrue statement of

material fact contained in any Registration Statement under which any Registrable Securities were registered, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact

required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The

Company shall indemnify the Underwriter(s), their officers and directors and each Person who controls (within the meaning of the Securities Act) such Underwriter(s) to the same extent as provided in the foregoing with respect to the indemnification

of the Holder, except insofar as any untrue or alleged untrue statement of material fact or any omission or alleged omission of a material fact is caused by or contained in any information furnished in writing to the Company by such Underwriter(s)

for use within any such Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall

furnish to the Company in writing such

19

information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the

Company, its directors and officers and agents and each Person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) resulting

from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use

therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the aggregate liability of each such Holder of Registrable Securities shall be in

proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. This indemnity shall be in addition to any liability such Holder may otherwise have. The Holders

of Registrable Securities shall indemnify the Underwriter(s), their officers, directors and each Person who controls (within the meaning of the Securities Act) such Underwriter(s) to the same extent as provided in the foregoing with respect to

indemnification of the Company, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder to the Underwriter(s) expressly for use within any such Registration

Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto.

4.1.3 Any Person entitled to

indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided, however, that the failure to give prompt notice shall not impair any

Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such

indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying

party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to, or elects

not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any

indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry

of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an

unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made

by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering

20

also agrees to make such provisions as are reasonably requested by any indemnified party for contribution (pursuant to subsection 4.1.5) to such party in the event the Company’s or

such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under

Section 4.1 hereof from the indemnifying party is held by a court of competent jurisdiction to be unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and

expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in

such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be

determined by a court of law by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such

indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such untrue or alleged untrue statement of a material

fact or omission or alleged omission to state a material fact; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such

offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2

and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to

this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No Person guilty of fraudulent

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

TERMINATION

Section 5.1 Termination. This Agreement shall terminate with respect to a Holder upon the date

on which neither such Holder nor any of its permitted assignees hold any Registrable Securities; provided, however, that Article IV shall survive any such termination with respect to any Holder.

ARTICLE VI

GENERAL

PROVISIONS

Section 6.1 Notices. All notices, requests, claims, demands and other

communications hereunder shall be in writing and shall be given and shall be deemed to have been duly given upon the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as

specified in this Section 6.1 prior to 5:00 p.m. Eastern Time on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as

specified in this Section 6.1 (A) later than 5:00 p.m.

21

Eastern Time on any date and earlier than 11:59 p.m. Eastern Time on such date or (B) on a date that is not a Business Day, (iii) the Business Day following the date of mailing, if sent

by nationally recognized overnight courier service or (iv) actual receipt by the party to whom such notice is required to be given. The addresses for such notices and communications shall be as follows:

If to the Company, to it at:

HMH

Holding Inc.

3300 North Sam Houston Pkwy East

Houston, TX 77032

Attention:

Dwight Rettig

E-mail: [***]

with a copy (which shall not constitute notice) to:

Baker Botts L.L.P.

910 Louisiana

Street

Houston, TX 77002

Attention: James Marshall

E-mail: [***]

If to a Holder, to the address or email address set forth for Holder on the signature page

hereof.

Section 6.2 Severability. If any term or other provision of this Agreement is invalid,

illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions

contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto 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 hereby be consummated as originally contemplated to the fullest extent

possible.

Section 6.3 Entire Agreement. This Agreement constitutes the entire agreement among the

parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 6.4 Assignment; No Third-Party Beneficiary.

6.4.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in

whole or in part without the prior written consent of the Holders.

6.4.2 No Holder may assign or delegate such Holder’s

rights, duties or obligations under this Agreement, in whole or in part, without the prior written consent of the Company, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee (subject to

subsection 6.4.4).

22

6.4.3 This Agreement and the provisions hereof shall be binding upon and shall inure

to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees (subject to subsection 6.4.4).

6.4.4 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate

the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably

satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this

Section 6.4 shall be null and void.

Section 6.5 Parties in Interest.

This Agreement shall be binding upon and inure solely to the benefit of each party hereto (and its respective successors and permitted assigns), and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person

any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 6.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the

laws of the State of Delaware without giving effect to any conflicts of law principles thereof that would result in the application of any law other than the law of the State of Delaware. All legal actions and proceedings arising out of or relating

to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the appellate courts therefrom. The parties hereto hereby

(i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Agreement brought by any party hereto,

and (ii) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in

Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of

motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby, any objection to the laying of venue of any such action brought in such courts and irrevocably

waives any claim that any such action brought in any such court has been brought in an inconvenient forum.

Section 6.7 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT

PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. Each of the parties hereto (i) certifies that no

representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties

hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 6.7.

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Section 6.8 Headings; Interpretation. The descriptive

headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The parties have participated jointly in the negotiation and drafting of this

Agreement. If any ambiguity or question of intent arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any

provision of this Agreement. Unless the context of this Agreement clearly requires otherwise, use of the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are

applicable to the singular as well as the plural forms of such terms. The words “includes” or “including” shall mean “including without limitation.” The words “hereof,” “hereby,”

“herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the word “extent” in the phrase “to

the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if.” Any reference to a law shall include any rules and regulations promulgated thereunder, and shall mean such law

as from time to time amended, modified or supplemented. References herein to any contract (including this Agreement) mean such contract as amended, supplemented or modified from time to time in accordance with the terms thereof.

Section 6.9 Counterparts. This Agreement may be executed and delivered (including by facsimile or

portable document format (pdf) transmission) in counterparts, and by the different parties hereto in separate 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.

Section 6.10 Specific Performance. The parties hereto agree that monetary damages

may not provide adequate compensation for any losses that could occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms

hereof, in addition to any other remedy at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to

post security or a bond as a prerequisite to obtaining equitable relief.

Section 6.11 Expenses.

Except as otherwise provided herein, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions

contemplated hereby are consummated.

Section 6.12 Amendment. This Agreement may not be amended

except by an instrument in writing signed by (i) the Company, (ii) each Initial Holder so long as such Initial Holder and its Permitted Transferee(s) hold at least 1,628,875 shares of Registrable Securities and (iii) the Holders that

hold a majority of the Registrable Securities as of the date of such waiver or amendment; provided, that any waiver or amendment that would have a disproportionate adverse effect on a Holder relative to the other Holders shall require the consent of

such Holder.

24

Section 6.13 Waiver. At any time, the Company may

(i) extend the time for the performance of any obligation or other act of any Holder, (ii) waive any inaccuracy in the representations and warranties of any Holder contained herein or in any document delivered by such Holder pursuant

hereto, and (iii) waive compliance with any agreement of such Holder or any condition to its own obligations contained herein. At any time, any Holder may, in respect of itself and not other Holders, (i) extend the time for the performance

of any obligation or other act of the Company, (ii) waive any inaccuracy in the representations and warranties of the Company contained herein or in any document delivered by the Company pursuant hereto, and (iii) waive compliance with any

agreement of the Company or any condition to their own obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties to be bound thereby.

Section 6.14 No Strict Construction. The language used in this Agreement shall be deemed to be the

language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

(Signature Pages Follow)

25

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first

written above.

COMPANY:

HMH HOLDING INC.

By

/s/ Eirik Bergsvik

Name: Eirik Bergsvik

Title: Chief Executive Officer

Signature Page to Registration Rights Agreement

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first

written above.

HOLDER:

AKASTOR AS

By

/s/ Øyvind Paaske

Name: Øyvind Paaske

Title: Chair

Address:

PO Box 124

1325 Lysaker

Norway

Attention: Eirik Thomassen

Email: [***]

HOLDER:

MERCURY HOLDCO AS

By

/s/ Øyvind Paaske

Name: Øyvind Paaske

Title: Chair

Address:

PO Box 124

1325 Lysaker

Norway

Attention: Eirik Thomassen

Email: [***]

HOLDER:

MERCURY HOLDCO INC.

By

/s/ Askel Matre

Name: Askel Matre

Title: Director

Address:

3300 North Sam Houston Parkway East

Houston, TX 77032

Attention: Eirik Thomassen

Email: [***]

with a copy to (which copy shall not constitute notice):

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue, New York, NY 10001

Attn: Nicholas Dorsey and Douglas Dolan

Email: [***] and

[***]

Signature Page to Registration Rights Agreement

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first

written above.

HOLDER:

BAKER HUGHES HOLDINGS LLC

By

/s/ Daniel Horton

Name: Daniel Horton

Title: Deputy Treasurer

Address:

245 Hammersmith Road

London W6 8PW

United Kingdom

Attention: John L. Keffer

Email: [***]

with a copy to (which copy shall not constitute notice):

King & Spalding LLP

1180 Peachtree Street, NE

Atlanta, GA 30309

Attn: Erik Belenky and Elizabeth Morgan

Email: [***] and

[***]

Signature Page to Registration Rights Agreement

EX-4.2

EX-4.2

Filename: d100419dex42.htm · Sequence: 6

EX-4.2

Exhibit 4.2

Execution Version

STOCKHOLDERS’ AGREEMENT

by and among

HMH

HOLDING INC.

and

THE STOCKHOLDERS NAMED HEREIN

Dated as of April 2, 2026

TABLE OF CONTENTS

1.  EFFECTIVENESS; DEFINITIONS.

1

1.1  Effective Time

1

1.2  Definitions

1

2.  CORPORATE GOVERNANCE.

1

2.1  Board of Directors

1

2.2  Access to Information

3

2.3  Confidentiality

4

3.  COVENANTS.

5

3.1  Directors’ and Officers’ Insurance

5

3.2  Indemnification Agreements

5

3.3  Indemnification

5

3.4  Actions Requiring Approval of the Stockholders

7

3.5  Other Business Opportunities

7

3.6  Beneficial Ownership Information

7

3.7  Notice of Lock-Up Release or Waiver

7

4.  AMENDMENT, TERMINATION, ETC.

7

4.1  Written Modifications

7

4.2  Termination; Effect of Termination

8

5.  DEFINITIONS.

8

5.1  Certain Defined Terms

8

5.2  Certain Matters of Construction

11

6.  MISCELLANEOUS.

11

6.1  Authority; Effect

11

6.2  Notices

12

6.3  Binding Effect, Etc

14

6.4  Descriptive Headings

14

6.5  Counterparts

14

6.6  Severability

14

6.7  No Recourse

14

7.  GOVERNING LAW.

15

7.1  Governing Law

15

7.2  Consent to Jurisdiction; Venue; Service

15

7.3  WAIVER OF JURY TRIAL

15

7.4  Exercise of Rights and Remedies

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i

STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (the “Agreement”) is made as of April 2, 2026 by and among: (i) HMH Holding

Inc., a Delaware corporation (the “Company”); (ii) Baker Hughes Holdings LLC, a Delaware limited liability company (“Baker Hughes”); and (iii) Akastor AS, a Norwegian private limited liability company

(“Akastor AS”), and Mercury HoldCo Inc., a Delaware corporation (“Akastor US” and, together with Akastor AS, “Akastor”). Akastor and Baker Hughes are collectively referred to herein as the

“Stockholders”.

RECITALS

WHEREAS, HMH Holding B.V. (formerly known as MHH Holding B.V.), a subsidiary of the Company, Akastor ASA and the Stockholders entered into a

Stockholders’ Agreement, dated as of October 1, 2021 (as amended, supplemented or modified from time to time, the “Original Agreement”);

WHEREAS, pursuant to Section 12.08 of the Original Agreement, such Original Agreement shall automatically terminate upon consummation of

an IPO (as defined therein); and

WHEREAS, the parties hereto believe that it is in the best interests of the Company and the Stockholders

to enter into this Agreement to set forth herein their agreements on certain matters relating to the rights and obligations of the Stockholders following the Initial Public Offering.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and for

other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

AGREEMENT

1.

EFFECTIVENESS; DEFINITIONS.

1.1 Effective Time. This Agreement will become effective immediately upon the closing of the

Initial Public Offering (the “Effective Time”).

1.2 Definitions. Certain

terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 5 hereof.

2.

CORPORATE GOVERNANCE.

2.1 Board of Directors.

2.1.1 Size. On and after the Effective Time, the Board shall consist of seven Directors; provided, that the Board shall

further increase the number of Independent Directors to the extent necessary to comply with applicable law and the Stock Exchange rules, or as otherwise agreed by the Board, subject to the rights of the Stockholders under

Section 3.4.

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2.1.2 Composition; Company Recommendation. The rights of the

Stockholders to designate Directors for nomination shall be as follows:

(a) So long as Baker Hughes and its Affiliates collectively

Beneficially Own (i) at least 8,800,000 shares of Common Stock, Baker Hughes shall be entitled to designate for nomination two Directors; and (ii) at least 4,400,000 but less than 8,800,000 shares of Common Stock, Baker Hughes shall be

entitled to designate for nomination one Director. Baker Hughes shall not be entitled to designate for nomination any Directors pursuant to this Section 2.1.2 if at any time Baker Hughes and its Affiliates collectively

Beneficially Own less than 4,400,000 shares of Common Stock. Each Director so designated for nomination shall be referred to as a “Baker Hughes Director”.

(b) So long as Akastor and its Affiliates collectively Beneficially Own (i) at least 8,800,000 shares of Common Stock, Akastor

shall be entitled to designate for nomination two Directors; and (ii) at least 4,400,000 but less than 8,800,000 shares of Common Stock, Akastor shall be entitled to designate for nomination one Director. Akastor shall not be entitled to

designate for nomination any Directors pursuant to this Section 2.1.2 if at any time Akastor and its Affiliates collectively Beneficially Own less than 4,400,000 shares of Common Stock. Each Director so designated for

nomination shall be referred to as an “Akastor Director”.

(c) The Company hereby agrees (i) to

include the nominees of the Stockholders designated pursuant to this Section 2.1.2 as the nominees to the Board on each slate of nominees for election of the Board included in the Company’s annual meeting or special

meeting proxy statement (or consent solicitation or similar document), (ii) to recommend the election of such nominees to the stockholders of the Company and (iii) without limiting the foregoing, to otherwise use its reasonable best efforts to

cause such nominees to be elected to the Board, including providing at least as high a level of support for the election of such nominees as it provides to any other individual then standing for election as a Director, in each case unless such

action would be inconsistent with the Board’s fiduciary duties under applicable law.

2.1.3 Right to Delegate;

Committees.

(a) The Company shall establish and maintain an audit committee of the Board (the “Audit

Committee”), a compensation committee of the Board (the “Compensation Committee”), a nominating and corporate governance committee of the Board (the “Nominating Committee”) and such other Board

committees as the Board deems appropriate from time to time or as may be required by applicable law or the Stock Exchange rules. The committees shall have such duties and responsibilities as are customary for such committees, subject to the

provisions of this Agreement, the Company Charter and the Company Bylaws.

(b) If the Company shall establish any committee of the

Board

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other than the Audit Committee, Compensation Committee or Nominating Committee (an “Additional Committee”), then, subject to any requirements under applicable law or Stock

Exchange rules, such Additional Committee shall consist of (i) if so requested by Baker Hughes, at least one Baker Hughes Director (but only if Baker Hughes is then entitled to nominate at least one Director) and (ii) if so requested by

Akastor, at least one Akastor Director (but only if Akastor is then entitled to nominate at least one Director).

2.1.4 Removal;

Vacancies.

(a) In the event that any Director is removed (for any reason) or shall have resigned or become unable to serve,

the Stockholder who had the power to designate such Director pursuant to Section 2.1.2 shall have the exclusive power to designate a candidate to fill such vacancy; but if such Stockholder is not then entitled to fill such

vacant Director position pursuant to Section 2.1.2, such vacant Director position shall be filled by the Board, after considering the recommendation of the Nominating Committee. Any Director appointed pursuant to this

Section 2.1.4(a) shall be appointed for a term expiring at the next annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier resignation, removal or

inability to serve.

(b) If, subject to the rights of the Stockholders under Section 3.4, the Board votes

to increase the size of the Board, the vacant Director position(s) created as a result of such newly created directorship(s) shall be filled by the Board, after considering the recommendation of the Nominating Committee.

(c) Subject to Section 2.1.4(a), any other vacant Director position(s) shall be filled by the Board, or the

Board shall nominate a replacement Director, in each case, after considering the recommendation of the Nominating Committee.

2.1.5 Expense Reimbursement. The Company shall pay or reimburse the reasonable, documented, out-of-pocket expenses incurred by the members of the Board in connection with their service on the Board (and any committee thereof).

2.2 Access to Information. So long as a Stockholder Beneficially Owns any shares of Common Stock,

the Company agrees to deliver to such Stockholder, upon written request, such information and data (including such information and reports made available to any lender of the Company or any of its Subsidiaries under any credit agreement or

otherwise) with respect to the Company and each of its Subsidiaries as from time to time may be reasonably requested by any such Stockholder and as is reasonably required by such Stockholder to comply with any tax, regulatory or stock exchange

obligations (including with respect to financial reporting obligations); provided, that the Company reserves the right to withhold any information under this Section 2.2 from a Stockholder if the Company has designated as

attorney-client, work product or similar privilege with respect to which the Company has determined in good faith, based on advice of counsel, that the disclosure of such information to such Person would be reasonably likely to jeopardize

attorney-client privilege or other similar privilege protected under applicable law (otherwise benefiting the Company or any of its Subsidiaries); provided, that, with

3

respect to any information not disclosed pursuant to the foregoing clause, the Company (x) has used its reasonable best efforts to enter into arrangements pursuant to which it may provide

such information to the applicable Stockholder without the loss of any such privilege and (y) provides all information other than the portions thereof which are required to be withheld to protect such privilege. Each such Stockholder

will have access to the Company’s management as may be reasonably requested.

2.3 Confidentiality. The Company recognizes that Directors (i) will from time to time receive

non-public information concerning the Company, and (ii) may share such information with certain other individuals employed by the Stockholders and their respective Affiliates that nominated such

Director who have a reasonable need to know such information solely for the purpose of allowing such Stockholders to monitor or evaluate their investment in the Company. Subject to the conditions set forth in this Section 2.3, the

Company hereby irrevocably consents to such sharing. Each Stockholder agrees that it and its Affiliates’ employees will keep confidential and not disclose or divulge to any third party, or use for any purpose other than to monitor its

investment in the Company, any confidential information regarding the Company it receives from the Company or a Director unless such information (w) is known or becomes known to the public in general, (x) is or has been

independently developed or conceived by or on behalf of such Stockholder or an Affiliate thereof without use of the Company’s confidential information, (y) is or has been made known or disclosed to such Stockholder or an Affiliate

thereof by a third party without, to such Stockholder’s knowledge, a breach of any obligation of confidentiality such third party may owe to the Company or any of its Subsidiaries or (z) is required to be disclosed by such

Stockholder or an Affiliate thereof to comply with tax, regulatory or stock exchange obligations, provided that such Stockholder takes reasonable steps to minimize the extent of any such required disclosure, and each Stockholder will cause its

employees and other Representatives to comply with the foregoing obligations; provided, however, that a Stockholder may disclose confidential information to its Affiliates to the extent such Affiliates have a reasonable need to know

such information solely for the purpose of monitoring or evaluating such Stockholder’s investment in the Company or its or their respective attorneys, accountants, consultants, advisors and other professionals who are subject to a duty of

confidentiality to the extent reasonably necessary to obtain their services in connection with monitoring or evaluating such Stockholder’s investment in the Company (collectively, “Representatives”). Notwithstanding the

foregoing, the Directors shall not share information that the Company has designated as attorney-client, work product or similar privilege with respect to which the Company has determined in good faith, based on advice of counsel, that the

disclosure of such information to the Stockholders would be reasonably likely to jeopardize attorney-client privilege or other similar privilege protected under applicable law (otherwise benefiting the Company or any of its Subsidiaries) without the

prior written consent of the Company. Each Stockholder shall be responsible for any breach of the terms of this Section 2.3 by it or its employees or other Representatives. With respect to each Stockholder, the consent to share

non-public information concerning the Company with individuals employed by, and other Representatives of, such Stockholder pursuant to this Section 2.3 shall terminate upon the date that the Board no longer has any Directors designated

for nomination by such Stockholder and such Stockholder no longer has the right to designate for nomination any member of the Board hereunder, and the confidentiality obligation of such Stockholder pursuant to this Section 2.3 shall terminate

upon the second anniversary of such date (and survive any termination of this Agreement prior to such date).

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3.

COVENANTS.

3.1 Directors’ and Officers’ Insurance. On and after the Effective Time, the Company

shall obtain and maintain in effect customary director and officer indemnity insurance (any such director, officer or other indemnified person covered by any such indemnity insurance policy, a “D&O Indemnitee” and,

collectively, the “D&O Indemnitees”).

3.2 Indemnification Agreements.

The Company has entered into and shall at all times maintain in effect an indemnification agreement with each Baker Hughes Director and Akastor Director, in such form approved in connection with the Initial Public Offering.

3.3 Indemnification. 3.3.1 To the fullest extent permitted by law, the Company shall indemnify,

hold harmless and defend the Stockholders and their respective Affiliates, partners, employees, agents, directors, managers, officers and controlling Persons (any such Person, a “Stockholder Indemnitee”) from and against any

Losses (other than for taxes based on fees or other compensation received by such Stockholder Indemnitee from the Company or its Subsidiaries), judgments, fines and other amounts which may be imposed on, asserted against, paid in settlement,

incurred or suffered by such Stockholder Indemnitee or any of them, as a party or otherwise, before or after the date of this Agreement (collectively, the “Indemnified Liabilities”), in connection with any threatened, pending or

completed Third-Party Claim arising directly or indirectly out of, or in any way relating to, such Stockholder Indemnitee’s actual, alleged or deemed control or ability to influence the Company or any of its Subsidiaries, including by way of a

Stockholder’s Beneficial Ownership of Common Stock or other equity securities of the Company (or any of its Subsidiaries) or the rights granted to a Stockholder pursuant to this Agreement; provided, that the foregoing indemnification

rights in this Section 3.3.1 shall not be available to the extent that (a) any such Losses are incurred as a result of such Stockholder Indemnitee’s willful misconduct or gross negligence; (b) any such

Losses are incurred as a result of non-compliance by such Stockholder Indemnitee with any laws or regulations applicable to it or as a result of a breach by such Stockholder Indemnitee or its Affiliates of

this Agreement or any other agreement with, or any Board-approved policy of, the Company or any of its Subsidiaries; (c) any matter with respect to which any Stockholder Indemnitee or its Affiliate has express indemnification obligations to the

Company, any of its Subsidiaries or any Affiliate of any of the foregoing; or (d) subject to the rights of contribution provided for below, to the extent indemnification for any Losses would violate any applicable law or public policy. If and

to the extent that the foregoing indemnification is unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible

under applicable law. The rights of any Stockholder Indemnitee to indemnification and contribution hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Stockholder

Indemnitee is or becomes a party (including for the avoidance of doubt, any rights under Section 3.3.2) or is otherwise becomes the beneficiary or under law or

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regulation or under the organizational documents of the Company or, any of its Subsidiaries and shall extend to such Stockholder Indemnitee’s successors and assigns. The Company shall not

be liable for amounts paid in settlement of any action effected without its written consent, but if any action is settled with written consent of the Company, or if there is a final judgment against a Stockholder Indemnitee in any such action, the

Company agrees to indemnify and hold harmless the Stockholder Indemnitee to the extent provided above from and against any Losses by reason of such settlement or judgment. In addition, the Company shall not be required to indemnify a Stockholder

Indemnitee for any disgorgement of profits made from the purchase or sale by such Stockholder Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act, or to indemnify or advance expenses to a

Stockholder Indemnitee in any circumstance where such indemnification has been determined to be prohibited by law by a final (not interlocutory) judgment or other adjudication of a court or arbitration or administrative body of competent

jurisdiction as to which there is no further right or option of appeal or the time within which an appeal must be filed has expired without such filing. Notwithstanding anything herein to the contrary, each of the Stockholder Indemnitees shall be a

third-party beneficiary of the rights conferred to such Stockholder Indemnitees in this Section 3.3.1. This Section 3.3.1 shall survive any termination of this Agreement in respect of any

Third-Party Claim to the extent related to or arising from any event occurring prior to termination of this Agreement.

3.3.2 The

Company hereby acknowledges that the D&O Indemnitees and the Stockholder Indemnitees (collectively, the “Indemnitees”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by either

Stockholder and/or certain of their respective Affiliates (collectively, the “Stockholder Indemnitors”). The Company hereby (a) agrees that the Company and any Subsidiary that provides indemnity shall be the indemnitor of

first resort (i.e., its obligations to an Indemnitee shall be primary and any obligation of any Stockholder Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnitee shall be

secondary), (b) agrees that it shall be required to advance the full amount of expenses incurred by an Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent

legally permitted and as required by the terms of this Agreement or any other agreement between the Company and an Indemnitee, without regard to any rights an Indemnitee may have against any Stockholder Indemnitor or their insurers and

(c) irrevocably waives, relinquishes and releases the Stockholder Indemnitors from any and all claims against the Stockholder Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof, except in the case of

conduct by an Indemnitee where such Indemnitee is not otherwise entitled to indemnification from the Company under any indemnification agreement with the Company. The Company further agrees that no advancement or payment by the Stockholder

Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company shall affect the foregoing and the Stockholder Indemnitors shall have a right of contribution and/or shall be

subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company. The provisions of this Section 3.3.2 will survive any termination of this Agreement. Any

Stockholder Indemnitor or insurer thereof not a party to this Agreement is an express third-party beneficiary of this Section 3.3.2, and is entitled to enforce this Section 3.3.2 according to its

terms to the same extent as if such Stockholder Indemnitor or insurer thereof were a party hereto.

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3.4 Actions Requiring Approval of the

Stockholders. So long as a Stockholder is entitled to designate for nomination at least one Director pursuant to Section 2.1.2, the following actions by the Company shall require the prior written consent of such Stockholder:

(a) any increase or decrease to the size of the Board; and

(b) any amendment, modification or waiver of the Company Charter or the Company Bylaws that relates to the size of the Board.

3.5 Other Business Opportunities. Except with the prior written consent of each Stockholder, for

so long as any Director designated for nomination by either of the Stockholders is a member of the Board, the Company Charter shall provide for a renunciation of any interest or expectation in corporate opportunities presented to the Stockholders

(and their respective Affiliates and Director nominees) to the maximum extent permitted by the Delaware General Corporation Law.

3.6 Beneficial Ownership Information. Each Stockholder shall: (i) upon the request of the Company, use commercially reasonable efforts to promptly provide the Company with the number of shares of Common Stock such

Stockholder Beneficially Owns in the aggregate and the number of shares of Common Stock Beneficially Owned by each Person constituting such Stockholder, and (ii) upon the execution of any transaction by a Stockholder or any Affiliates of

a Stockholder that results in an increase or decrease in the amount of shares of Common Stock Beneficially Owned by such Stockholder or any Affiliates of such Stockholder, promptly notify the Company of such transaction and include the number of

shares of Common Stock such Stockholder or any Affiliates of such Stockholder Beneficially Owns in the aggregate and the number of shares of Common Stock Beneficially Owned by each Person constituting such Stockholder or any Affiliates of such

Stockholder as a result of the transaction.

3.7 Notice of Lock-Up Release or Waiver. If the

Company receives notice or otherwise becomes aware of any release or waiver granted by the applicable underwriter(s) under any lock-up agreement entered into in connection with a Public Offering, the Company shall promptly, and in any event within

two business days, provide each Stockholder with written notice of such release or waiver.

4.

AMENDMENT, TERMINATION, ETC.

4.1 Written Modifications. This Agreement (including any specific term set forth herein or portion

hereof) may be amended, modified, extended or terminated only by an agreement in writing signed by the Company and each Stockholder, and the provisions hereof may be waived only by an agreement in writing signed by the Company and each affected

Stockholder. Each such amendment, modification, extension, termination and waiver will be binding upon each party hereto and each holder of Shares subject hereto. In addition, each party hereto and each holder of Shares subject hereto may waive any

right

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hereunder by an instrument in writing signed by such party or holder. The effectiveness of this Agreement is expressly conditioned upon the occurrence of the Effective Time, and if the Initial

Public Offering of the Company is terminated, withdrawn or otherwise abandoned, then this Agreement may be terminated by either Stockholder and the Original Agreement shall remain in full force and effect.

4.2 Termination; Effect of Termination. If not otherwise stipulated, this Agreement shall

terminate automatically (without any action by any party hereto) as to each Stockholder when such Stockholder is no longer entitled to designate for nomination at least one Director pursuant to Section 2.1.2. No expiration or termination

of this Agreement or any part hereof will relieve any Person of liability for a breach at or prior to such expiration or termination. Notwithstanding the foregoing, Sections 2.3 and 3.3 shall survive any termination of this Agreement.

5.

DEFINITIONS.

5.1 Certain Defined Terms. As used herein, the following terms shall have the following meanings:

“Additional Committee” has the meaning set forth in Section 2.1.3(b).

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more

intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”

“controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,

whether through the ownership of voting securities, by agreement or otherwise). For the avoidance of doubt, neither the Company nor any of its Subsidiaries shall constitute an Affiliate of Baker Hughes or Akastor.

“Agreement” has the meaning set forth in the Preamble.

“Akastor” has the meaning set forth in the Preamble.

“Akastor AS” has the meaning set forth in the Preamble.

“Akastor Director” has the meaning set forth in Section 2.1.2(b).

“Akastor US” has the meaning set forth in the Preamble.

“Audit Committee” has the meaning set forth in Section 2.1.3(a).

“Baker Hughes” has the meaning set forth in the Preamble.

“Baker Hughes Director” has the meaning set forth in Section 2.1.2(a).

8

“Beneficial Owner” shall be as defined in Rule 13d-3 of the rules promulgated under the Exchange Act. The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.

“Board” means the board of directors of the Company.

“business day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law

to be closed in the City of New York.

“Common Stock” means collectively the Class A common stock, par value $0.01

per share, and the Class B common stock, par value $0.01 per share, in each case of the Company (or any successor of the Company by combination of shares, recapitalization, merger, consolidation or other reorganization) and any stock into which

any such Common Stock shall have been changed or any stock resulting from any reclassification of any such Common Stock. Any reference to a number of shares of Common Stock pursuant to this Agreement shall be automatically and equitably adjusted for

any reclassification, stock split (including reverse stock split), subdivision, combination, exchange or readjustment of Common Stock, or any stock dividend or distribution with a record date following the Effective Time.

“Company” has the meaning set forth in the Preamble.

“Company Bylaws” means the Amended and Restated Bylaws of the Company as in effect at the Effective Time and as may be

amended, restated, supplemented and/or otherwise modified from time to time.

“Company Charter” means the Amended and

Restated Certificate of Incorporation of the Company as in effect at the Effective Time and as may be amended, restated, supplemented and/or otherwise modified from time to time.

“Compensation Committee” has the meaning set forth in Section 2.1.3(a).

“Convertible Securities” means any evidence of indebtedness, shares of stock (other than Common Stock) or other securities

which are directly or indirectly convertible into or exchangeable or exercisable for shares of Common Stock.

“Covered

Action” has the meaning set forth in Section 7.1.

“D&O Indemnitee” has the

meaning set forth in Section 3.1.

“Director” means any of the individuals elected or

appointed to serve on the Board.

“Effective Time” has the meaning set forth in Section 1.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and

regulations promulgated thereunder, all as the same shall be in effect from time to time.

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“Indemnified Liabilities” has the meaning set forth in

Section 3.3.1.

“Indemnitee” has the meaning set forth in

Section 3.3.2.

“Independent Director” means a Director who qualifies, as of the date of such

Director’s election or appointment to the Board (or any committee thereof) and as of any other date on which the determination is being made, as an “independent director” under the applicable rules of the Stock Exchange, as

determined by the Board and, to the extent applicable with respect to Audit Committee membership, an “Independent Director” under Rule 10A-3 under the Exchange Act and any corresponding

requirement of Stock Exchange rules for audit committee members, as well as any other requirement of the U.S. securities laws that is then applicable to the Company, as determined by the Board.

“Initial Public Offering” means the initial Public Offering pursuant to the IPO Registration Statement.

“IPO Registration Statement” means the Company’s registration statement on Form

S-1 (SEC File No. 333-281497) initially filed with the SEC on August 12, 2024 and declared effective on March 31, 2026.

“Losses” means any loss, liability, claim, charge, action, suit, proceeding, assessed interest, penalty, damage, tax,

expense and cause of action of any nature whatsoever.

“Nominating Committee” has the meaning set forth in

Section 2.1.3(a).

“No Recourse Persons” has the meaning set forth in

Section 6.7.

“Original Agreement” has the meaning set forth in the Recitals.

“Permitted Transferee” means, with respect to (i) Baker Hughes, Baker Hughes Company and any of its direct or indirect

wholly owned subsidiaries and (ii) Akastor, Akastor ASA and any of its direct or indirect wholly owned subsidiaries.

“Person” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability

company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“Public Offering” means a public offering and sale of Common Stock for cash pursuant to an effective registration statement

under the Securities Act.

“Representatives” has the meaning set forth in Section 2.3.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations

promulgated thereunder, all as the same shall be in effect from time to time.

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“Shares” means (i) any and all shares of Common Stock and all other

equity securities of the Company, securities of the Company convertible into, or exchangeable or exercisable for, such shares, and Convertible Securities or other rights to acquire such shares and (ii) any equity securities issued or issuable

directly or indirectly with respect to the shares referred to in clause (i) above by way of equity distribution or equity split or in connection with a combination of equity, recapitalization, merger, consolidation, reorganization or other

transaction.

“Stock Exchange” means The Nasdaq Global Select Market or other national securities exchange or

interdealer quotation system on which the Common Stock is at any time listed or quoted.

“Stockholder Indemnitee” has

the meaning set forth in Section 3.3.1.

“Stockholder Indemnitors” has the meaning set forth

in Section 3.3.2.

“Stockholders” has the meaning set forth in the Preamble.

“Subsidiary” shall mean any Person in which the Company owns, directly or indirectly, stock or other shares or interests

possessing fifty percent (50%) or more of the total combined voting power of such Person or otherwise has the power to direct the management and policies of such Person, whether through ownership of shares, by contract or otherwise.

“Third-Party Claim” means any (i) claim brought by a Person other than an Indemnitee or the Company or any of its

Subsidiaries and (ii) derivative claim brought in the name of the Company or any of its Subsidiaries that is initiated by any Person other than an Indemnitee.

5.2 Certain Matters of Construction. In addition to the definitions referred to or set forth

above in this Section 5:

(a) the words “hereof”, “herein”,

“hereunder” and words of similar import refer to this Agreement as a whole and not to any particular Section or provision of this Agreement, and references to a particular Section of this Agreement include all subsections thereof;

(b) the word “including” means including, without limitation;

(c) definitions are equally applicable to both nouns and verbs and the singular and plural forms of the terms defined; and

(d) the masculine, feminine and neuter genders shall each be deemed to include the other.

6.

MISCELLANEOUS.

6.1 Authority; Effect. Each party hereto represents and warrants to and agrees

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with each other party hereto that (a) the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party

and do not violate any agreement or other instrument applicable to such party or by which such party’s assets are bound and (b) this Agreement constitutes a legal, valid and binding obligation of such party, enforceable against

such party in accordance with its terms, except to the extent that the enforcement of the rights and remedies created hereby is subject to (i) bankruptcy, insolvency, reorganization, moratorium and other laws of general application

affecting the rights and remedies of creditors generally and (ii) general principles of equity. This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to

constitute any of such parties as members of a joint venture or other association.

6.2 Notices. Any notices and other communications required or permitted in this Agreement shall

be effective if in writing and (a) delivered personally or (b) sent (i) by nationally-known, reputable overnight carrier, (ii) by registered or certified mail, postage prepaid, or (iii) by email of a

“portable document format” (.pdf) document, in each case, addressed as follows:

If to the Company, to:

HMH Holding Inc.

3300 North Sam

Houston Pkwy East

Houston, TX 77032

Attention: Dwight Rettig

Email:

[***]

with a copy to (which copy shall not constitute notice):

Baker Botts L.L.P.

910 Louisiana

Street

Houston, TX 77002

Attention: James Marshall

Email:

[***]

If to Baker Hughes, to:

Baker Hughes Holdings LLC

245

Hammersmith Road

London W6 8PW

United Kingdom

Attention: John

L. Keffer

Email: [***]

with

a copy to (which copy shall not constitute notice):

King & Spalding LLP

1180 Peachtree Street, NE

12

Atlanta, GA 30309

Attention: Erik Belenky and Elizabeth Morgan

Email: [***] and [***]

If to

Akastor, to:

Akastor AS

PO

Box 124,

1325 Lysaker

Norway

Attention: Eirik

Thomassen

Email: [***]

and

Mercury HoldCo Inc.

3300

North Sam Houston Parkway East

Houston, TX 77032

Attention: Eirik Thomassen

Email: [***]

with a copy to

(which copy shall not constitute notice):

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth

Avenue, New York, NY 10001

Attention: Nicholas Dorsey and Douglas Dolan

Email: [***] and [***]

Notice

to the holder of record of any shares of capital stock will be deemed to be notice to the holder of such shares for all purposes hereof.

Unless otherwise specified herein, such notices or other communications will be deemed effective (a) on the date received, if personally

delivered, (b) one business day after being sent by nationally-known, reputable overnight carrier, (c) three business days after deposit with the U.S. Postal Service, if sent by registered or certified mail or (d) on the date sent if

delivered by facsimile or electronic mail, so long as such communication is transmitted before 5:00 p.m. on a business day in the time zone of the receiving party, otherwise, on the next business day. Each party hereto is entitled to specify a

different address by giving notice as aforesaid to the Company and the Stockholders.

6.3 Binding

Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter (including, for

the avoidance of doubt, the Original Agreement), and is binding upon and will inure to the benefit of the parties hereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no

Stockholder party hereto may assign any of its respective rights or delegate any of its respective obligations

13

under this Agreement without the prior written consent of the Company and the other Stockholder, and any attempted assignment or delegation in violation of the foregoing will be null and void;

provided, however, that Baker Hughes and Akastor shall be entitled to assign, in whole or in part, to any of their respective Permitted Transferees without such prior written consent in connection with and upon a transfer of Common

Stock from such Stockholder to such Permitted Transferee.

6.4 Descriptive Headings. The

descriptive headings of this Agreement are for convenience of reference only, are not to be considered a part hereof and will not be construed to define or limit any of the terms or provisions hereof.

6.5 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be

deemed an original, but all of which taken together constitute one instrument. A facsimile or electronic signature will be considered due execution and will be binding upon the signatory thereof with the same force and effect as if the signature

were an original.

6.6 Severability. In the event that any provision hereof would, under

applicable law, be invalid or unenforceable in any respect, such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law, and the parties

will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the fullest extent possible. The provisions hereof are severable, and in the event any

provision hereof is held invalid or unenforceable in any respect, that will not invalidate, render unenforceable or otherwise affect any other provision hereof.

6.7 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement,

each party to this Agreement covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement will be had against any former, current or future, direct or indirect

director, officer, employee, agent or Affiliate of a Stockholder, any former, current or future, direct or indirect holder of any equity interests or securities of a Stockholder (whether such holder is a limited or general partner, member,

stockholder or otherwise), any former, current or future assignee of a Stockholder or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, controlling person,

representative or assignee of any of the foregoing (collectively, the “No Recourse Persons”), as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation

or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever will attach to, be imposed on or otherwise be incurred by any No Recourse Person for any obligation of either Stockholder under this Agreement

or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

14

7.

GOVERNING LAW.

7.1 Governing Law. This Agreement and all Covered Actions will be governed by and construed in

accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. As used

herein, the term “Covered Action” means any action, claim, cause of action or suit (whether based in contract, tort or otherwise), inquiry, proceeding or investigation arising out of, based upon or relating to (a) this

Agreement or relating to the subject matter hereof, (b) any derivative action or proceeding brought by any stockholder on behalf of the Company, (c) any breach or alleged breach of fiduciary duty owed by any Director or

officer of the Company to the Company or its stockholders or (d) any breach or alleged breach of fiduciary duty by any director or officer of any Subsidiary of the Company to such Subsidiary or to the Company.

7.2 Consent to Jurisdiction; Venue; Service. Each party to this Agreement, by its execution

hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another State court in Delaware or the federal district court for

the District of Delaware) for the purpose of any Covered Action, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its Subsidiaries or Affiliates (excluding

portfolio companies) to assert, by way of motion, as a defense or otherwise, in any Covered Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or

execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or any Covered Action or the subject matter hereof or thereof may not be enforced in or by such court and (c) hereby agrees

not to commence or maintain any Covered Action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such Covered Action to any court other than

one of the above-named courts whether on the grounds of inconvenient forum or otherwise. Each party consents to service of process in any Covered Action in any manner permitted by Delaware law, and agrees that service of process by registered or

certified mail, return receipt requested, at its address specified pursuant to Section 6.2 hereof is reasonably calculated to give actual notice. Notwithstanding the foregoing in this Section 7.2, a party may commence any

action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

7.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED,

EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR

OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS

15

CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 7.3

CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7.3 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF

EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

7.4 Exercise of Rights and

Remedies. The Company and each Stockholder will have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder by the Company or either Stockholder. The parties

acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies that may be available, each of the parties hereto will be entitled to specific performance of the obligations of the other parties hereto and,

in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any

breach or default by any other party under this Agreement will impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor

will any such delay, omission or waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

[Signature Pages Follow]

16

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this

Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

HMH HOLDING INC.

By:

/s/ Eirik Bergsvik

Name: Eirik Bergsvik

Title:  Chief Executive Officer

[Signature Page to

Stockholders’ Agreement]

BAKER HUGHES HOLDINGS LLC

By:

/s/ Daniel Horton

Name: Daniel Horton

Title:  Deputy Treasurer

[Signature Page to

Stockholders’ Agreement]

AKASTOR AS

By:

/s/ Øyvind Paaske

Name: Øyvind Paaske

Title:  Chair

MERCURY HOLDCO INC.

By:

/s/ Askel Matre

Name: Askel Matre

Title:  Director

[Signature Page to

Stockholders’ Agreement]

EX-10.1

EX-10.1

Filename: d100419dex101.htm · Sequence: 7

EX-10.1

Exhibit 10.1

Execution Version

TAX RECEIVABLE AGREEMENT

by and

among

HMH HOLDING INC.,

HMH

HOLDING B.V.,

BAKER HUGHES HOLDINGS LLC,

AKASTOR AS,

MERCURY HOLDCO AS

and

MERCURY HOLDCO INC.,

Dated as of April 2, 2026

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

3

SECTION 1.01.

Definitions

3

SECTION 1.02.

Interpretation

14

ARTICLE II

DETERMINATION OF OVERALL REALIZED TAX BENEFIT

14

SECTION 2.01.

Intent

14

SECTION 2.02.

Tax Treatment

15

SECTION 2.03.

Agreed Principles

15

SECTION 2.04.

Basis Adjustment Schedule

17

SECTION 2.05.

NOL Benefit Schedule

17

SECTION 2.06.

Tax Benefit Schedule

18

SECTION 2.07.

Procedures, Amendments

18

SECTION 2.08.

Section 754 Election

19

SECTION 2.09.

Relative Fair Market Value Determinations

19

ARTICLE III

TAX BENEFIT PAYMENTS

20

SECTION 3.01.

Timing of Payments

20

SECTION 3.02.

Amount of Payments

20

SECTION 3.03.

No Return of Tax Benefit Payments

21

SECTION 3.04.

Maximum Payments; Stated Maximum Selling Price

21

ARTICLE IV

TERMINATION

21

SECTION 4.01.

Acceleration Events

21

SECTION 4.02.

Early Termination Notice

22

SECTION 4.03.

Timing of Payments

22

SECTION 4.04.

No Further Obligation

22

SECTION 4.05.

Material Breach and Waiver

23

ARTICLE V

PAYMENTS

23

SECTION 5.01.

Late Payments by the Corporation

23

SECTION 5.02.

Payment Instructions

23

i

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

23

SECTION 6.01.

Participation in Tax Matters

23

SECTION 6.02.

Consistency

24

SECTION 6.03.

Cooperation

24

ARTICLE VII

MISCELLANEOUS

24

SECTION 7.01.

Notices

24

SECTION 7.02.

Counterparts

26

SECTION 7.03.

Entire Agreement; Third Party Beneficiaries

26

SECTION 7.04.

Governing Law

27

SECTION 7.05.

Severability

27

SECTION 7.06.

Successors; Assignment; Amendments; Waivers

27

SECTION 7.07.

Titles and Subtitles

28

SECTION 7.08.

Resolution of Disputes

28

SECTION 7.09.

Reconciliation

29

SECTION 7.10.

Withholding

30

SECTION 7.11.

Consolidated Group; Partnership Status

30

SECTION 7.12.

Certain Transactions

30

SECTION 7.13.

Confidentiality

32

SECTION 7.14.

Waiver of TRA Payments

32

SECTION 7.15.

Costs

32

SECTION 7.16.

SOFR

32

SECTION 7.17.

Change in Law

32

ii

This Tax Receivable Agreement (this “Agreement”), dated as of

April 2, 2026, is entered into by and among HMH Holding Inc., a Delaware corporation (the “Corporation”), HMH Holding B.V., a Netherlands private limited liability company (“HMH B.V.”), Akastor AS, a

Norwegian private limited liability company (“Akastor AS”), Mercury HoldCo Inc., a Delaware corporation (“Mercury US”), Mercury HoldCo AS, a Norwegian private limited company (“Mercury Norway”

and, together with Akastor AS and Mercury US, “Akastor”), and Baker Hughes Holdings LLC, a Delaware limited liability company (“BH” and, together with Akastor, the “Participants” and, together

with the Corporation and HMH B.V. the “Parties”).

RECITALS

WHEREAS, prior to the IPO and the Reorganization Transactions, HMH B.V. was wholly owned by the Participants with (1) 50% of the HMH B.V.

ordinary Class A shares (the “HMH B.V. Voting Class A Shares”) and 50% of the HMH B.V. ordinary Class B shares (the “HMH B.V. Voting Class B Shares” and, together

with the HMH B.V. Voting Class A Shares, the “HMH B.V. Voting Shares”) held by BH, (2) 50% of the HMH B.V. Voting Class A Shares held by Mercury US, and (3) 50% of the HMH B.V. Voting Class B Shares held by Akastor

AS;

WHEREAS, immediately before the IPO and as part of the Reorganization Transactions, HMH B.V. will undergo a recapitalization (the

“Recapitalization”) of the HMH B.V. Voting Shares and thereafter convert (1) a portion of the HMH B.V. Voting Class A Shares to non-voting Class A shares (the “HMH

B.V. Non-Voting Class A Shares”) and (2) a portion of the HMH B.V. Voting Class B Shares to non-voting Class B shares (the

“HMH B.V. Non-Voting Class B Shares” and, together with the HMH B.V. Non-Voting Class A Shares, the “HMH B.V. Non-Voting Shares”);

WHEREAS, pursuant to the IPO, the Corporation will issue shares of its

Class A common stock to investors in exchange for cash (such cash, net of IPO expenses of the Corporation, the “IPO Cash Proceeds”), after which the Corporation’s Class A common stock is expected to be listed on

The Nasdaq Global Select Market;

WHEREAS, in consideration for effecting the Recapitalization, the Corporation will issue shares of the

Corporation’s Class B common stock to certain of the Participants;

WHEREAS, immediately following the consummation of the IPO

and as part of the Reorganization Transactions, the Participants will transfer all of their HMH B.V. Voting Shares to the Corporation in exchange for a portion of the IPO Cash Proceeds (the “Initial Exchanges”);

WHEREAS, immediately following the consummation of the IPO and as part of the Reorganization Transactions, the Corporation will transfer

the remaining IPO Cash Proceeds to HMH B.V. in exchange for newly issued HMH B.V. Voting Shares;

WHEREAS, immediately following the

consummation of the IPO and Reorganization Transactions, 100% of the outstanding HMH B.V. Non-Voting Shares will be owned by the Participants, and 100% of the HMH B.V. Voting Shares will be owned by the

Corporation;

1

WHEREAS, pursuant to the Exchange Agreement entered into in connection with the

Reorganization Transactions and the IPO, each Participant will, subject to certain limitations, have the right (the “Redemption Right”) to cause HMH B.V. to acquire all or a portion of its HMH B.V.

Non-Voting Shares, together with all or an equivalent portion of its shares of the Corporation’s Class B common stock in exchange for either (1) shares of the Corporation’s Class A

common stock at a redemption ratio of one share of the Corporation’s Class A common stock for a bundle of one HMH B.V. Non-Voting Class A Share, one HMH B.V.

Non-Voting Class B Share and one share of the Corporation’s Class B common stock or, upon mutual agreement between such Participant and the Corporation, (2) the equivalent amount of cash,

subject to certain adjustments (such exchanges pursuant to the Exchange Agreement, the “Future HMH B.V. Exchanges”);

WHEREAS, pursuant to the Exchange Agreement, if a Participant exercises its Redemption Right, the Corporation will have the right, for

administrative convenience, to acquire each bundle of one HMH B.V. Non-Voting Class A Share, one HMH B.V. Non-Voting Class B Share and one share of the

Corporation’s Class B common stock tendered by such Participant in exchange for either (1) one share of the Corporation’s Class A common stock or, upon mutual agreement between such Participant and the Corporation,

(2) the equivalent amount of cash, subject to certain adjustments (such exchanges pursuant to the Exchange Agreement, the “Future HMH Inc. Exchanges” and, together with the Initial Exchanges and the Future HMH B.V. Exchanges,

the “Exchanges”);

WHEREAS, pursuant to the Exchange Agreement, Akastor will, subject to certain limitations, have the

right to cause the Corporation to acquire all or a portion of its Mercury US shares, together with all or an equivalent portion of its HMH B.V. Non-Voting Class B Shares and all or an equivalent portion

of its shares of the Corporation’s Class B common stock in exchange for either (1) shares of the Corporation’s Class A common stock at a redemption ratio of one share of the Corporation’s Class A common stock

for a bundle of a number of shares of Mercury US representing an indirect interest in one HMH B.V. Non-Voting Class A Share, one HMH B.V. Non-Voting Class B

Share and one share of the Corporation’s Class B common stock or, upon mutual agreement between Akastor and the Corporation, (2) the equivalent amount of cash, in each case, subject to certain adjustments including adjustments to

account for any net assets held by Mercury US other than HMH B.V. Non-Voting Class A Shares (such exchanges pursuant to the Exchange Agreement, the “Hybrid Exchanges” and, together with

the Future HMH B.V. Exchanges and the Future HMH Inc. Exchanges, the “Future Exchanges”);

WHEREAS, HMH B.V. and each

of its direct and indirect Subsidiaries that is classified as a partnership for U.S. Federal income tax purposes, if any, will have in effect an election under Section 754 of the Code, and any similar applicable provision of Tax Law, for any

Taxable Year in which an Exchange occurs, which election is intended to result in an adjustment to the Tax basis of the Adjusted Assets on the Exchange Date by reason of the Exchange or the receipt of certain payments under this Agreement;

2

WHEREAS, pursuant to the Exchange Agreement, Mercury Norway has agreed to cause, immediately

prior to any initial Hybrid Exchange (the “Initial Hybrid Exchange”), Mercury US to transfer to Mercury Norway all of Mercury US’s rights under this Agreement and all of its shares of the Corporation’s Class B

common stock;

WHEREAS, pursuant to the Exchange Agreement and as a condition to the Initial Hybrid Exchange, if one occurs, the

Corporation and Mercury Norway have agreed to enter into a shareholders’ agreement with respect to their ownership of Mercury US shares (the “Mercury US Shareholder Agreement”) providing, among other things, that they will

cause Mercury US to make loans of available cash to the Corporation as necessary to fund the Corporation’s payment obligations under this Agreement with respect to the NOL Benefit;

WHEREAS, Mercury US, a wholly-owned subsidiary of Mercury Norway, is expected to have U.S. Federal and state net operating loss carryforwards

relating to taxable periods ending before the taxable period of Mercury US that includes the date of the Initial Hybrid Exchange, if one occurs (the “Mercury NOLs”); and

WHEREAS, the Parties desire to make certain arrangements with respect to the effect of (1) the Basis Adjustments, Imputed Interest and

Mercury NOLs on the reported liability for Taxes of or attributable to the Corporation and its Subsidiaries and (2) the Mercury NOLs on the Corporation’s indirect proportionate share of the reported liability for Taxes of Mercury US.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally

bound hereby, the Parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions. For purposes of this Agreement:

“A/B FMV Ratio” is defined in Section 2.09.

“Acceleration Event” means (i) a Change of Control, (ii) a Material Breach or (iii) a Termination Election.

“Adjusted Assets” means any assets owned by HMH B.V. directly or through a chain of Subsidiaries, none of which is

treated as a corporation for Tax purposes, and any asset whose Tax basis is determined, in whole or in part, by reference to the adjusted basis of any such asset (including, “substituted basis property” within the meaning of

Section 7701(a)(42) of the Code).

“Advisory Firm” means any law or accounting firm agreed to by the Corporation

and each of the Participant Representatives that is nationally recognized as being expert in tax matters.

3

“Affiliate” means, with respect to any Person, any other Person that

directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreed Rate” means SOFR plus 100 basis points.

“Agreement” is defined in the preamble.

“Akastor” is defined in the preamble of this Agreement.

“Akastor AS” is defined in the preamble of this Agreement.

“Allocable” means, with respect to a Participant, the portion of any Overall Realized Tax Benefit or Overall Realized Tax

Detriment of the Corporation and its Subsidiaries for a Taxable Year that is attributable to such Participant, as determined in accordance with the following principles:

(i) Any Overall Realized Tax Benefit for a Taxable Year from Basis Adjustment Attributes is allocable to a Participant in

the same proportion that the net positive amount of Basis Adjustment Attributes available to and utilized by the Corporation and its Subsidiaries during such Taxable Year resulting from Exchanges by or with respect to such Participant bears to the

aggregate amount of all Basis Adjustment Attributes available to and utilized by the Corporation and its Subsidiaries during such Taxable Year;

(ii) Any Overall Realized Tax Benefit for a Taxable Year from Step-Up Imputed

Interest Attributes is allocable to a Participant in the same proportion that the amount taken into income by the Participant in respect of the related Imputed Interest bears to the aggregate amount of all income taken into account by all of the

Participants in respect of the related Imputed Interest (in each case without regard to whether a Participant is actually subject to tax thereon); and

(iii) Any Overall Realized Tax Detriment for a Taxable Year from Basis Adjustment Attributes is allocable to a

Participant in the same proportion that the net negative amount of Basis Adjustment Attributes available to and utilized by the Corporation and its Subsidiaries during such Taxable Year resulting from Exchanges by or with respect to such Participant

bears to the aggregate of all Basis Adjustment Attributes available to and utilized by the Corporation and its Subsidiaries during such Taxable Year.

“Amended Schedule” is defined in Section 2.07(b).

“Applicable Ownership Percentage” means, with respect to a Taxable Year (or portion thereof) of the Corporation for which a

Mercury US Return is filed, the daily average percentage of shares (by value) of Mercury US owned by the Corporation during such Taxable Year (or, if the Mercury US Return is filed with respect only to a portion of such Taxable Year, the portion

thereof with respect to which the Mercury US Return is filed).

4

“Baseline Measurement Date” is defined in Section 2.09(a).

“Basis Adjustment” means an adjustment to the Tax basis of an Adjusted Asset as a result of any Exchange or any payments

made pursuant to this Agreement, including under (i) Sections 732, 734(b), 754 or 1012 of the Code (in situations where, as a result of one or more Exchanges, HMH B.V. becomes an entity that is disregarded as separate from its owner for

U.S. Federal income Tax purposes), (ii) Section 734(b), 743(b), 754 or 755 of the Code (in situations where, following an Exchange, HMH B.V. remains in existence as an entity classified as a partnership for U.S. Federal income Tax

purposes) or (iii) any comparable provisions of Tax Law (in any applicable situation). Immediately after any Section 732 Event, “Basis Adjustment” will include a portion of the Tax basis of an Adjusted Asset equal to the Basis

Adjustment attributable to such Adjusted Asset immediately prior to such Section 732 Event, and also includes, for this purpose, any adjustment in the basis of an asset pursuant to Section 1012 of the Code and Revenue Ruling 99-6, 1999-1 C.B. 432, due to an Exchange that causes HMH B.V. to become an entity that is disregarded as separate from its owner for U.S. Federal income tax

purposes; for the avoidance of doubt, any such asset will be considered an Adjusted Asset.

“Basis Adjustment

Attributes” means, for a Taxable Year, the sum of (i) the increase (reflected as a positive number) or decrease (reflected as a negative number) in the total amount of depreciation, amortization and other deductions, and (ii) the

reduction of any gain or increase of any loss (reflected as a positive number) or increase of any gain or decrease of any loss (reflected as a negative number) on the disposition of assets not realized in a prior Taxable Year, in each case of

clauses (i) and (ii) arising from the Basis Adjustments (or any net operating loss carryforward created by Basis Adjustments).

“Basis Adjustment Schedule” is defined in Section 2.04.

“BH” is defined in the preamble of this Agreement.

“Board” means the board of directors of the Corporation.

“Business Day” means Monday through Friday of each week, except for any day that is a legal holiday recognized as such by

the government of the United States of America or the State of New York.

“Change of Control” means the occurrence of

any of the following events:

(i) a merger, reorganization, consolidation or similar form of business transaction

directly involving the Corporation or indirectly involving the Corporation through one or more intermediaries unless, immediately following such transaction, more than 50% of the voting power of the then outstanding voting stock or other equities of

the Person resulting from consummation of the transaction (which Person may be any parent or ultimate parent corporation that as a result of the transaction owns directly or indirectly the Corporation and all or substantially all of the

Corporation’s assets) entitled to vote generally in elections of directors of such Person is held by the existing Corporation stockholders (determined immediately prior to the transaction and related transactions);

5

(ii) a transaction in which the Corporation, directly or indirectly,

sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to another Person other than an Affiliate of the Corporation;

(iii) a transaction in which there is an acquisition of Control of the Corporation by a Person or group of Persons (other

than the Participants and their Affiliates) acting in concert to exercise Control;

(iv) a transaction in which

individuals who constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the effective date of this

Agreement, whose election or nomination for election either (A) is contemplated by a written agreement among stockholders of the Corporation on the effective date of this Agreement or (B) was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Corporation in which the individual is named as a nominee for director, without written

objection to such nomination) will be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to

directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board will be deemed to be an Incumbent Director; or

(v) the liquidation or dissolution of the Corporation.

Notwithstanding the foregoing, (x) a Change of Control will not be deemed to have occurred by virtue of the consummation of any transaction or series of

integrated transactions immediately following which the holders of the shares of the Corporation immediately prior to the transaction or series of transactions continue to have substantially the same proportionate ownership and voting power in an

entity which owns all or substantially all of the assets of the Corporation immediately following the transaction or series of transactions and (y) in the event that, immediately prior to such transaction, (A) one Participant owns shares

of the Corporation’s Class A common stock and/or Class B common stock that in the aggregate represent less than 5.0% of the outstanding voting power of the Corporation and (B) the other Participant owns shares of the

Corporation’s Class A common stock and/or Class B common stock that in the aggregate represent more than 10.0% of the outstanding voting power of the Corporation, then for purposes of establishing an Acceleration Event, a Change of

Control shall be deemed to have occurred only if both Participants consent in writing to treat such event as a Change of Control.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Consolidated Group” means any affiliated, combined, unitary or consolidated group of corporations that files a

consolidated income Tax Return (including pursuant to Section 1501 of the Code).

6

“Control” of a Person means the direct or indirect possession of the

power to (i) vote more than 50% of the securities having ordinary voting power for the election of directors (or comparable positions in the case of partnerships and limited liability companies) of such Person, or (ii) direct or cause the

direction of the management and policies of such Person, whether by ownership of voting securities, by contract or otherwise. For the avoidance of doubt, the possession of only consent or approval rights with respect to the actions or decision of a

Person does not constitute Control of such Person.

“Corporation” is defined in the preamble of this Agreement.

“Corporation Return” means any U.S. Federal, state or local income Tax Return of the Corporation or the Corporation’s

Consolidated Group filed with respect to any Taxable Year.

“Cumulative Net Realized Tax Benefit” is defined in

Section 3.02(c).

“Cumulative NOL Benefit” is defined in Section 3.02(d).

“DCF Valuation Method” means a valuation based on the discounted cash flows of the U.S. Operations or the Non-U.S. Operations, as applicable, using the most reliable financial projections, market-based discount rates, and long-term growth rates, in each case, as reasonably determined by HMH B.V.

“Default Rate” means SOFR plus 500 basis points.

“Default Rate Interest” is defined in Section 5.01.

“Determination” means a “determination”, as defined in Section 1313(a) of the Code or any similar

provision of Tax Law, as applicable, or any other event (including the execution of U.S. Internal Revenue Service Form 870-AD) that finally and conclusively establishes the amount of any liability for Tax.

“Early Termination Amount” is defined in Section 4.01(b).

“Early Termination Date” means (i) with respect to a Termination Election, the date the Corporation makes the

Termination Election, or (ii) with respect to any other Acceleration Event, the date of the Acceleration Event.

“Early

Termination Notice” is defined in Section 4.02.

“Early Termination Payment” is defined in

Section 4.01(b).

“Early Termination Rate” means the greater of (i) SOFR plus 100 basis points or

(ii) 5%.

“Early Termination Schedule” is defined in Section 4.02.

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“EBITDA” means earnings before interest, taxes, depreciation, and

amortization.

“EBITDA Valuation Method” means a valuation based on a multiple of the EBITDA of the U.S. Operations or

the Non-U.S. Operations, as applicable, during the Relevant Accounting Period, using comparable historical and forward market-based EBITDA multiples and metrics, in each case, as reasonably determined by HMH

B.V.

“Exchange Agreement” means the Exchange Agreement, dated as of the date hereof, by and among the Corporation, HMH

B.V. and the Participants.

“Exchange Date” means the date of any Exchange.

“Exchanges” is defined in the recitals to this Agreement.

“Expert” is defined in Section 7.09.

“Future Exchanges” is defined in the recitals to this Agreement.

“Future HMH B.V. Exchanges” is defined in the recitals to this Agreement.

“Future HMH Inc. Exchanges” is defined in the recitals to this Agreement.

“HMH B.V. Non-Voting Class A Share” is defined in the recitals

to this Agreement.

“HMH B.V. Non-Voting Class B Share” is

defined in the recitals to this Agreement.

“HMH B.V. Non-Voting Share” is

defined in the recitals to this Agreement.

“HMH B.V. Share” means any HMH B.V. Voting Share or HMH B.V. Non-Voting Share.

“HMH B.V. Voting Class A Share” is defined in

the recitals to this Agreement.

“HMH B.V. Voting Class B Share” is defined in the recitals to this

Agreement.

“HMH B.V. Voting Share” is defined in the recitals to this Agreement.

“Hybrid Exchanges” is defined in the recitals to this Agreement.

“Hypothetical Tax Liability” means, with respect to any Taxable Year, the liability for Taxes of the Corporation and its

Subsidiaries for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return, but assuming (A) the Corporation and its Subsidiaries did not have any Basis Adjustment Attributes

or Step-Up Imputed Interest Attributes (including the

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carryover or carryback of any Tax item (or portions thereof) that is attributable to any Basis Adjustment Attributes or Step-Up Imputed Interest

Attributes) and (B) the Corporation and its Subsidiaries used the same amount of NOL Benefit and NOL Imputed Interest Attributes as actually used for such Taxable Year.

“Imputed Interest” means any interest imputed under Section 1272, 1274 or 483 of the Code and any similar provision of

Tax Law with respect to the TRA Payments.

“Imputed Interest Attributes” means, with respect to any Taxable Year, the

total amount of deductions not reflected in a prior Taxable Year arising from Imputed Interest (or a carryforward created by Imputed Interest).

“Incumbent Directors” is defined in the definition of Change of Control.

“Initial Exchanges” is defined in the recitals to this Agreement.

“Initial Hybrid Exchange” is defined in the recitals to this Agreement.

“Interest Amount” is defined in Section 3.02(d).

“IPO” means the initial public offering of shares of the Class A common stock of the Corporation pursuant to the

Registration Statement.

“Material Breach” means a material breach of a material obligation of this Agreement by the

Corporation.

“Mercury NOLs” is defined in the recitals to this Agreement.

“Mercury Norway” is defined in the preamble of this Agreement.

“Mercury US” is defined in the preamble of this Agreement.

“Mercury US Shareholder Agreement” is defined in the recitals to this Agreement.

“Mercury US Return” means any U.S. Federal, state or local income Tax Return of Mercury US filed with respect to a Taxable

Year (or portion thereof) of the Corporation and that is not included in, nor forms a part of, any Corporation Return.

“Net Tax

Benefit” is defined in Section 3.02(b).

“NOL Benefit” means, with respect to any Taxable Year of the

Corporation, the sum of:

(i) NOL Benefit to the Corporation for such Taxable Year and

(ii) the product of (A) the Applicable Ownership Percentage with respect to such Taxable Year and (B) the NOL

Benefit to Mercury US for such Taxable Year;

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provided, however, that if more than one Mercury US Return is filed with respect to such Taxable

Year, the product in clause (ii) will be calculated separately for each Mercury US Return by applying the relevant Applicable Ownership Percentage for each such Mercury US Return and the portion of the NOL Benefit to Mercury US attributable to

each such Mercury US Return and summing such separate products.

“NOL Benefit to the Corporation” means, with respect

to any Taxable Year of the Corporation, the positive excess, if any, of:

(i) the liability for Taxes of the

Corporation and its Subsidiaries that would have been reported on the Corporation Returns for such Taxable Year using the same methods, elections, conventions and similar practices used on each relevant Corporation Return, but assuming (A) the

Corporation and its Subsidiaries had no Mercury NOLs nor NOL Imputed Interest Attributes and (B) the Corporation and its Subsidiaries used the same amount of Basis Adjustment Attributes and Step-Up

Imputed Interest Attributes as actually used for such Taxable Year, over

(ii) the actual liability for Taxes of the

Corporation and its Subsidiaries for such Taxable Year reported on such Corporation Returns.

“NOL Benefit to Mercury

US” means, with respect to any Taxable Year (or portion thereof) of the Corporation for which one or more Mercury US Returns are filed, the positive excess, if any, of:

(i) the liability for Taxes of Mercury US that would have been reported on the Mercury US Returns for such Taxable Year

(or portion thereof) of the Corporation using the same methods, elections, conventions and similar practices used on each relevant Mercury US Return, but assuming Mercury US had no Mercury NOLs, over

(ii) the actual liability for Taxes of Mercury US for such Taxable Year (or portion thereof) of the Corporation reported

on such Mercury US Returns.

“NOL Benefit Schedule” is defined in Section 2.05.

“NOL Imputed Interest Attributes” means Imputed Interest Attributes attributable to TRA Payments made to Mercury Norway.

“Non-U.S. Operations” means the operations of HMH B.V. and its Subsidiaries

organized in jurisdictions other than the United States (as defined in Section 7701(a)(9) of the Code).

“Non-U.S. Operations DCF-Based Value” is defined in Section 2.09(a)(i).

“Non-U.S. Operations EBITDA-Based Value” is defined in Section 2.09(a)(ii).

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“Non-U.S. Operations Weighted

Value” is defined in Section 2.09(a)(iii).

“Objection Notice” has the meaning set forth in

Section 2.07(a).

“Overall Realized Tax Benefit” means, with respect to any Taxable Year, the positive excess, if

any, of (i) the Hypothetical Tax Liability for such Taxable Year over (ii) the actual liability for Taxes of the Corporation and its Subsidiaries for such Taxable Year.

“Overall Realized Tax Detriment” means, with respect to any Taxable Year, the positive excess, if any, of (i) the

actual liability for Taxes of the Corporation and its Subsidiaries for such Taxable Year over (ii) the Hypothetical Tax Liability for such Taxable Year.

“Participant Representatives” means (i) one individual selected by Akastor and (ii) one individual selected by

BH.

“Participants” is defined in the preamble of this Agreement.

“Partnership Agreement” means the Partnership Agreement of HMH B.V., dated as of the date hereof, as may be amended,

restated, supplemented or otherwise modified from time to time in accordance with its terms.

“Party” is defined in the

preamble of this Agreement.

“Person” means any individual, corporation, firm, partnership, joint venture, limited

liability company, estate, trust, business association, organization, governmental entity or other entity.

“Pre-Exchange Transfer” means any transfer of one or more HMH B.V. Shares that occurs after the consummation of the IPO but prior to an Exchange of such HMH B.V. Shares and to which Section 734(b) or

743(b) of the Code applies.

“Recapitalization” is defined in the recitals to this Agreement.

“Reconciliation Dispute” has the meaning set forth in Section 7.09.

“Reconciliation Procedures” means those procedures set forth in Section 7.09.

“Redemption Right” is defined in the recitals to this Agreement.

“Registration Statement” means the registration statement on Form S-1 of the

Corporation, as amended (File No. 333-281497).

“Relevant Accounting

Period” means the accounting period to which the underlying data supporting the EBITDA Valuation Method relates. For the avoidance of doubt, the Relevant Accounting Period for each Baseline Measurement Date that is April 30 shall be

the preceding calendar year.

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“Reorganization Transactions” means generally the “Corporate

reorganization” described in the Registration Statement and any other transactions ancillary to such transactions to effect the post-IPO organizational structure of the Corporation and its Subsidiaries.

“Schedule” means any Basis Adjustment Schedule, NOL Benefit Schedule, Tax Benefit Schedule or Early Termination

Schedule.

“Section 732 Event” is defined in Section 2.01(c).

“Section 734(b) Distribution” means any actual or deemed distribution by HMH B.V. to any Participant to

which Section 734(b)(1) of the Code (or any similar provision of Tax Law) applies, including as a result of certain Future HMH B.V. Exchanges.

“SOFR” means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor

administrator).

“Step-Up Imputed Interest Attributes” means Imputed Interest

Attributes attributable to TRA Payments made to BH or Mercury US.

“Subsidiaries” means, with respect to any Person, as

of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or

similar interest of such Person.

“Tax Attributes” means, collectively, the (i) Mercury NOLs, (ii)Basis Adjustment

Attributes and (iii) Imputed Interest Attributes.

“Tax Benefit Payment” is defined in Section 3.02(a).

“Tax Benefit Schedule” is defined in Section 2.06.

“Tax Law” means the Code, the Treasury Regulations and any U.S. state or local tax law.

“Tax Return” means any return, declaration, report or similar statement required to be filed with respect to Taxes

(including any attached schedules), including any information return, claim for refund, amended return and declaration of estimated Tax.

“Taxable Year” means a taxable year as defined in Section 441(b) of the Code or any comparable provision of Tax Law

(including any period of less than twelve months for which a Tax Return is made), ending on or after the closing date of the IPO.

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“Taxes” means any and all U.S. Federal, state, local, and foreign income

and franchise taxes, and any interest, penalties and additions imposed with respect to such amounts.

“Taxing

Authority” means any U.S. federal, state or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body, or any other authority of any kind, in each case exercising regulatory or other

authority with respect to tax matters.

“Tax Contest” means any audit, contest or proceeding relating to the taxes of

the Corporation, its Subsidiaries or Mercury US.

“Termination Election” is defined in Section 4.02(a)(ii).

“TRA Payment” means any Tax Benefit Payment or Early Termination Payment, or any other payment to be made by the

Corporation under this Agreement.

“Treasury Regulations” means the final, temporary and (to the extent they can be

relied on) proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant Taxable Year.

“U.S. Operations” means the operations of HMH B.V.’s Subsidiaries organized in the United States (as defined in

Section 7701(a)(9) of the Code).

“U.S. Operations DCF-Based Value” is

defined in Section 2.09(a)(i).

“U.S. Operations EBITDA-Based Value” is defined in Section 2.09(a)(ii).

“U.S. Operations Weighted Value” is defined in Section 2.09(a)(iii).

“Valuation Assumptions” means the assumptions that (i) for each Taxable Year ending on or after an Early Termination

Date, (A) Mercury US, the Corporation and its Subsidiaries will have taxable income sufficient to fully use the Mercury NOLs (subject to any limitations under applicable Tax Law, including Section 382), the deductions arising from the

Basis Adjustments and the Imputed Interest during such Taxable Year, (B) any deductions relating to the Mercury NOLs, Basis Adjustments and Imputed Interest will be determined based on the Tax laws in effect on the Early Termination Date

(except as otherwise provided in the following clause (C)), and (C) the U.S. Federal income tax rates and U.S. state and local income tax rates will be the maximum applicable tax rates in effect on the Early Termination Date (but taking into

account adjustments to the tax rates that have been enacted as of the Early Termination Date with a delayed effective date), (ii) any non-amortizable Adjusted Assets to which any Basis Adjustment is

attributable are disposed of in a taxable sale for U.S. Federal income tax purposes to an unrelated party on the fifteenth anniversary of the earlier of the date of the Basis Adjustment or the Early Termination Date for an amount sufficient to fully

use the Basis Adjustments with respect to such assets except that (A) any short-term investments (as defined by GAAP) will be disposed of twelve months following the Early Termination Date and (B) any equity

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interests in any Subsidiary of HMH B.V. treated as a corporation for U.S. federal income tax purposes will not be disposed of; provided, however, that in the event of a Change of

Control that includes a taxable sale of an Adjusted Asset, the Adjusted Asset will be deemed disposed of at the time of the Change of Control (if earlier than such fifteenth anniversary), (iii) any net operating loss carryovers generated by the

Basis Adjustment or the Imputed Interest and available as of the Early Termination Date will be used by the Corporation and its Subsidiaries in full in the order prescribed by applicable law in equal annual amounts for each of the first five Taxable

Years ending after the Early Termination Date and (iv) if the Early Termination Date is prior to an Exchange of all HMH B.V. Shares, the Basis Adjustment will be calculated as if the Exchange of any previously unexchanged HMH B.V. Shares

occurred on the Early Termination Date for Cash Consideration (as defined in the Exchange Agreement).

SECTION 1.02. Interpretation.

(a) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article, Section,

Exhibit or Schedule (as applicable) of this Agreement unless otherwise indicated.

(b) The table of contents and headings contained

in this Agreement are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Agreement.

(c) The words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import

when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise indicated.

(d) The word “extent” in the phrase “to the extent” when used in this Agreement means the degree to which a

subject or other thing extends, and not simply “if”.

(e) The word “or” when used in this Agreement is

disjunctive and not exclusive.

(f) The word “including” is not limiting and means “including without

limitation”.

(g) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of

such terms.

ARTICLE II

DETERMINATION OF OVERALL REALIZED TAX BENEFIT

SECTION 2.01. Intent. The Parties

intend that, as a result of:

(a) an Exchange (other than a Section 734(b) Distribution), the basis in the Adjusted Assets will

be adjusted with respect to the Corporation and its Subsidiaries to the extent permitted under Sections 743 and 754 of the Code and the Treasury Regulations thereunder (provided that HMH B.V. remains classified as a partnership for U.S. Federal

income tax purposes after giving effect to such Exchange);

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(b) a Section 734(b) Distribution, HMH B.V.’s basis in the Adjusted Assets

will be increased by the amount of any gain recognized pursuant to Section 731(a)(1) of the Code by the Participants to whom the Section 734(b) Distribution was made or deemed made;

(c) an actual or deemed liquidation of HMH B.V. for U.S. Federal income tax purposes or any other transaction pursuant to which the Tax

basis of Adjusted Assets is determined in whole or in part pursuant to Section 732 of the Code (a “Section 732 Event”), the Tax basis of such Adjusted Assets will be adjusted to equal the

distributee’s Tax basis in the applicable interest in HMH B.V., and

(d) the Hybrid Exchanges, the Corporation will indirectly

benefit from the use by Mercury US of the Mercury NOLs or, if a sufficient portion of shares of Mercury US is acquired in a single or series of Hybrid Exchanges, will be entitled to use the Mercury NOLs to reduce the amount of Taxes that the

Corporation and its Subsidiaries would otherwise be required to pay after such exchange or series of exchanges.

SECTION 2.02. Tax Treatment.

(a) Except as otherwise required pursuant to a Determination, each Party agrees to

the following for all Tax purposes (including for purposes of filing Tax Returns or defending Tax audits, contests or proceedings):

(i) Except for the portion treated as Imputed Interest, any payment made under this Agreement to BH or Mercury US (or any

assignee of such Participant under Section 7.06), other than any payment attributable to a Section 734(b) Distribution, will be treated to the extent permitted under Sections 743 and 754 of the Code and the Treasury Regulations thereunder

as additional consideration for HMH B.V. Shares exchanged by such Participant giving rise to additional Basis Adjustments.

(ii) The portion of any payment made under this Agreement that is Imputed Interest will be treated as a payment of

interest.

(b) Each Future Exchange will be a reaffirmation of the foregoing, as of the date of the Future Exchange, by the

exchanging Participant.

SECTION 2.03. Agreed Principles. Except as provided in the

Valuation Assumptions, in the definitions of Hypothetical Tax Liability or NOL Benefit (when applicable) or in Section 7.12, for purposes of interpreting this Agreement and determining the amount of any TRA Payment, the Parties agree as

follows:

(a) All calculations and determinations will be made in accordance with any elections, methodologies or positions taken on

the relevant Corporation Return or Mercury US Return.

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(b) Net operating loss carryforwards of Mercury US, the Corporation and its

Subsidiaries (including the Mercury NOLs) will not be deemed to expire except to the extent that they actually expire unused under applicable law for the purposes of computing the actual Tax liability of the Corporation and its Subsidiaries.

(c) Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Imputed Interest or Mercury NOLs will be considered

to be subject to the rules of the Code and the Treasury Regulations (and any other applicable Tax Laws), governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. Net operating loss carryforwards (including the

Mercury NOLs) will be treated as used in the order prescribed by applicable law.

(d) The Overall Realized Tax Benefit or Overall

Realized Tax Detriment for a Taxable Year is intended to measure the decrease or increase, respectively, in the actual liability for Taxes of the Corporation and its Subsidiaries for such Taxable Year attributable to the Basis Adjustments and the Step-Up Imputed Interest Attributes, determined using a “with and without” methodology, and will be construed accordingly.

(e) The NOL Benefit for a Taxable Year is intended to measure, without duplication, (1) the decrease in the actual liability for

Taxes of the Corporation and its Subsidiaries reported on the Corporation Returns for such Taxable Year attributable to the Mercury NOLs and the NOL Imputed Interest Attributes and (2) the Corporation’s Applicable Ownership Percentage (if

any) of the decrease in the actual liability for Taxes of Mercury US for such Taxable Year attributable to the Mercury NOLs, in each case, determined using a “with and without” methodology, and will be construed accordingly.

(f) Any reference in this Agreement to the Taxes of the Corporation and its Subsidiaries includes a reference to any Taxes of HMH B.V.

and its Subsidiaries (without duplication), but only with respect to Taxes imposed on HMH B.V. or its Subsidiaries that are allocable to the Corporation or to the members of the Corporation’s Consolidated Group.

(g) The amount of any Basis Adjustment resulting from an Exchange of one or more HMH B.V. Shares will be determined without regard to

any Pre-Exchange Transfer of HMH B.V. Shares, and as if any such Pre-Exchange Transfer had not occurred.

(h) If all or a portion of the liability for Taxes for a Taxable Year arises as a result of an audit by a Taxing Authority of such

Taxable Year, the liability will not be included in determining the actual tax liability of the Corporation and its Subsidiaries or the Hypothetical Tax Liability or the NOL Benefit until there has been a Determination.

(i) If the Corporation and its Subsidiaries do not have sufficient Taxable income in a Taxable Year to fully use the Basis Adjustment

Attributes or Imputed Interest Attributes that would be available to it during that Taxable Year if the Corporation and its Subsidiaries had unlimited Taxable income, any resulting carryforwards will be treated as Basis Adjustment Attributes or

Imputed Interest Attributes, as applicable, in a future Taxable Year and will be allocated among the Participants pro rata in the same

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proportion as the Basis Adjustment Attributes and Imputed Interest Attributes would have been allocable among the Participants if the Corporation and its Subsidiaries had unlimited Taxable

income.

(j) The amount of any taxable gain (and resulting Basis Adjustment Attributes) (i) arising from an Initial Exchange

will be determined by reference to the cash paid by the Corporation to the applicable Participant in the Initial Exchange and the A/B FMV Ratio determined for such Initial Exchange pursuant to Section 2.09, or (ii) arising from a Future

Exchange will be determined by reference to the Cash Consideration (as defined in the Exchange Agreement) paid by the Corporation to the applicable Participant in the Future Exchange (or the amount of Cash Consideration that would be payable if the

Corporation elected to settle the Future Exchange in cash) and the A/B FMV Ratio determined for such Future Exchange pursuant to Section 2.09.

(k) For purposes of computing the actual Tax liability of the Corporation and its Subsidiaries for a Taxable Year, the amount of

available Basis Adjustment Attributes for such Taxable Year arising from the Initial Exchanges and any Future Exchange shall be determined consistently with Section 2.03(j).

SECTION 2.04. Basis Adjustment Schedule. At least ninety calendar days prior to the filing of the

U.S. Federal income Tax Return of the Corporation for each Taxable Year in which a Section 732 Event or Exchange has occurred, the Corporation will deliver to each Participant a schedule (a “Basis Adjustment Schedule”)

developed in consultation with the Advisory Firm that shows, in reasonable detail, the information required under Sections 732, 734(b), 743(b) and 755 of the Code, and the Treasury Regulations thereunder, to calculate the Basis Adjustment with

respect to the Section 732 Event or Exchange, including: (a) the Corporation’s and its Subsidiaries’ proportionate share of the actual unadjusted Tax basis of the Adjusted Assets as of each applicable Exchange Date,

(b) the Basis Adjustment with respect to each class of the Adjusted Assets as a result of any Section 732 Event and each Exchange occurring in such Taxable Year, (c) the period or periods, if any, over which the Adjusted Assets are

amortizable or depreciable, and (d) the period or periods, if any, over which each Basis Adjustment is amortizable or depreciable. The Basis Adjustment Schedule will become final as provided in Section 2.07(a) and may be amended as

provided in Section 2.07(b) (subject to the procedures set forth in Section 2.07(a)).

SECTION

2.05. NOL Benefit Schedule. Within ninety calendar days after the later of (1) the date of the Initial Hybrid Exchange and (2) the receipt by the Corporation of (A) all Mercury US Returns required to be filed by

Mercury US for the taxable period that immediately precedes the taxable period that includes the date of the Initial Hybrid Exchange and (B) any other information reasonably requested by the Corporation with respect to the Mercury NOLs, the

Corporation will provide to Mercury Norway a schedule (the “NOL Benefit Schedule”) showing, in reasonable detail, the calculation of the amount of Mercury NOLs and any limitations on the ability of the Corporation or Mercury

US, as applicable, to use the Mercury NOLs after the Initial Hybrid Exchange (including under Section 382 of the Code and any successor provision and any other applicable provision of Tax Law). The NOL Benefit Schedule will become final as

provided in Section 2.07(a) and may be amended as provided in Section 2.07(b) (subject to the procedures set forth in Section 2.07(a)).

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SECTION 2.06. Tax Benefit Schedule. Within

ninety calendar days after the filing of the U.S. Federal income Tax Return of the Corporation for any Taxable Year in which there is an Overall Realized Tax Benefit, Overall Realized Tax Detriment or NOL Benefit (or as soon as practicable

thereafter), the Corporation will provide to each Participant a schedule (a “Tax Benefit Schedule”) developed in consultation with the Advisory Firm showing, in reasonable detail, the calculation of (a) the Overall Realized

Tax Benefit or Overall Realized Tax Detriment for such Taxable Year (if any), (b) the NOL Benefit for such taxable year (if any) and (c) the Participant’s Tax Benefit Payment for such Taxable Year (if any). Concurrently the

Corporation will also provide to each Participant all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of any such Tax Benefit Payment. The Tax Benefit Schedule will become final as

provided in Section 2.07(a) and may be amended as provided in Section 2.07(b) (subject to the procedures set forth in Section 2.07(a)).

SECTION 2.07. Procedures, Amendments.

(a) Procedure. Every time the Corporation delivers a Schedule to a Participant, the Corporation will also (i) deliver to the

Participant schedules, valuation reports, if any, and work papers providing reasonable detail regarding the preparation of the Schedule and (ii) allow each Participant reasonable access at no cost to the appropriate representatives at each of

the Corporation and the applicable Advisory Firm in connection with a review of the Schedule. A Schedule will become final and binding on a Participant upon the earlier of (x) thirty calendar days after such Participant receives the Schedule,

unless such Participant provides the Corporation with written notice of a material, good faith objection to the Schedule (“Objection Notice”) within such thirty-day period or

(y) receipt by the Corporation of a written notice from the Participant that the Participant does not object to the Schedule. If the Parties, for any reason, are unable to successfully resolve the issues raised in an Objection Notice within

thirty calendar days of receipt by the Corporation of the Objection Notice, the Corporation and the applicable Participants will employ the Reconciliation Procedures.

(b) Amended Schedule. A Schedule may be amended by the Corporation to reflect (i) a Determination affecting the Schedule,

(ii) the correction of any material inaccuracy in the Schedule identified after the date the Schedule was provided to the Participants, (iii) any Expert’s determination under the Reconciliation Procedures, (iv) a material change

(relative to the amounts in the original Schedule) in the Overall Realized Tax Benefit, Overall Realized Tax Detriment or NOL Benefit for the applicable Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such

Taxable Year, (v) a material change (relative to the amounts in the original Schedule) in the Overall Realized Tax Benefit, Overall Realized Tax Detriment or NOL Benefit for the applicable Taxable Year attributable to an amended Tax Return

filed for such Taxable Year, or (vi) payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). The Corporation will provide any Amended Schedule to each Participant within thirty calendar days of the

occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any Amended Schedule will be finalized in accordance with Section 2.07(a) applied mutatis mutandis.

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(c) Participant Representative Request. At the request of a Participant

Representative, the Corporation will amend a Schedule to reflect any item described in clauses (i) through (vi) of Section 2.07(b) that could reasonably be expected to result in a material increase in a Tax Benefit Payment previously made.

SECTION 2.08. Section 754 Election. HMH B.V. has and will maintain in effect (and will

cause each of its Subsidiaries classified as a partnership for U.S. Federal income tax purposes to make and maintain in effect) an election under Section 754 of the Code (and any similar election under applicable Tax Law) for each Taxable Year

during which an Exchange occurs and this Agreement remains in effect.

SECTION 2.09. Relative

Fair Market Value Determinations. With respect to each Exchange, (1) the ratio of the fair market value of the HMH B.V. Voting Class A Shares to the fair market value of the HMH B.V. Voting Class B Shares or (2) the ratio of

the fair market value of the HMH B.V. Non-Voting Class A Shares to the fair market value of the HMH B.V. Non-Voting Class B Shares, as applicable, that are

transferred pursuant to such Exchange (each such ratio, an “A/B FMV Ratio”), shall be determined using the following methodology:

(a) Immediately prior to the IPO and annually no later than April 30 thereafter (or sooner if HMH B.V. determines, in its reasonable

discretion, that there are circumstances in the interim that would materially affect the calculations below) (each date thereof, a “Baseline Measurement Date”), HMH B.V. shall determine, in its reasonable discretion, the following

amounts:

(i) the independent enterprise value of each of the U.S. Operations and the

Non-U.S. Operations, utilizing the DCF Valuation Method (the “U.S. Operations DCF-Based Value” and the

“Non-U.S. Operations DCF-Based Value,” respectively);

(ii) the independent enterprise value of each of the U.S. Operations and the

Non-U.S. Operations, utilizing the EBITDA Valuation Method (the “U.S. Operations EBITDA-Based Value” and the “Non-U.S. Operations EBITDA-Based

Value,” respectively); and

(iii) the weighted average enterprise value of each of the U.S. Operations and the Non-U.S. Operations, utilizing a 50% weighting for the U.S. Operations DCF Value and 50% weighting for the U.S. Operations EBITDA Based Value, and utilizing a 50% weighting for the

Non-U.S. Operations DCF Value and 50% weighting for the Non-U.S. Operations EBITDA Based Value, unless in either case the Parties agree on different weighting

percentages (the “U.S. Operations Weighted Value” and the “Non-U.S. Operations Weighted Value,” respectively).

(b) With respect to each Exchange, the A/B FMV Ratio shall be the ratio of (i) the U.S. Operations Weighted Value, divided by

(ii) the Non-U.S. Operations Weighted Value, in each case as determined by HMH B.V. on the most recent Baseline Measurement Date preceding the Exchange.

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ARTICLE III

TAX BENEFIT PAYMENTS

SECTION 3.01. Timing of Payments. Within ten Business Days after a Tax Benefit Schedule becomes

final in accordance with Section 2.07(a), the Corporation will pay (or cause to be paid) to the applicable Participant an amount equal to the Participant’s Tax Benefit Payment for the applicable Taxable Year as shown on such Tax Benefit

Schedule. A Participant’s Tax Benefit Payment with respect to a Taxable Year may not be made until all Participants have been paid their respective Tax Benefit Payments (to the extent the applicable Tax Benefit Schedule has become final) for

all prior Taxable Years.

SECTION 3.02. Amount of Payments. With respect to a

Participant:

(a) The “Tax Benefit Payment” for a Taxable Year is an amount equal to the sum, not less than zero,

of (A) the Net Tax Benefit of the Participant for such Taxable Year and (B) the Interest Amount with respect to such Net Tax Benefit.

(b) The “Net Tax Benefit” for a Taxable Year equals:

(i) in the case of BH or Mercury US, the positive excess, if any, of (A) 85% of the Cumulative Net Realized Tax

Benefit of BH or Mercury US, as applicable, as of the end of such Taxable Year, over (B) the aggregate amount of all Tax Benefit Payments previously made to BH or Mercury US, as applicable (excluding payments attributable to Interest Amounts),

or

(ii) in the case of Mercury Norway, the positive excess, if any, of (A) 85% of the Cumulative NOL Benefit as

of the end of such Taxable Year, over (B) the aggregate amount of all Tax Benefit Payments previously made to Mercury Norway (excluding payments attributable to Interest Amounts).

(c) The “Cumulative Net Realized Tax Benefit” of BH or Mercury US for a Taxable Year equals the positive excess, if

any, of the cumulative amount of Overall Realized Tax Benefits Allocable to BH or Mercury US, as applicable, for all Taxable Years of the Corporation, up to and including such Taxable Year, over the cumulative amount of Overall Realized Tax

Detriments Allocable to BH or Mercury US, as applicable, for the same period.

(d) The “Cumulative NOL Benefit”

for a Taxable Year equals the NOL Benefit for all Taxable Years of the Corporation, up to and including such Taxable Year.

(e) The

“Interest Amount” with respect to a Net Tax Benefit payable to a Participant for a Taxable Year equals the amount determined in the same manner as interest on the unpaid amount of such Net Tax Benefit, calculated at the Agreed

Rate from the due date (without extensions) for filing the U.S. Federal Corporation Return for such Taxable Year until the date the payment of such amount is due under this Agreement.

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SECTION 3.03. No Return of Tax Benefit

Payments. No Participant will be required under any circumstance to return any TRA Payment paid to it by the Corporation under this Agreement.

SECTION 3.04. Maximum Payments; Stated Maximum Selling Price.

(a) Maximum Payments. Notwithstanding anything in this Agreement to the contrary, the aggregate amount of Tax Benefit Payments to

be paid in respect of a Taxable Year to the Participants (excluding payments attributable to Interest Amounts) may not exceed 85% of the sum of the Overall Realized Tax Benefit and the NOL Benefit for that Taxable Year.

(b) Stated Maximum Selling Price. The Corporation and the Participants acknowledge and agree that, as of the date of this

Agreement and as of any Exchange Date, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. Federal income or other applicable Tax purposes. Notwithstanding anything in this Agreement to the contrary, if a

Participant notifies the Corporation in writing of a stated maximum selling price (within the meaning of Treasury Regulation Section 15A.453-1(c)(2)) with respect to any Exchange (other than a

Section 734(b) Distribution) by such Participant, then the amount of Cash Consideration received (or the amount of Cash Consideration that would be received if the Corporation elected to settle such Exchange in cash), plus the amount of

such Participant’s share of any liabilities of HMH B.V. treated as reduced, in connection with such Exchange and the aggregate Tax Benefit Payments to such Participant in respect of such Exchange (other than amounts treated as Imputed

Interest) may not exceed such stated maximum selling price.

ARTICLE IV

TERMINATION

SECTION 4.01. Acceleration Events.

(a) Acceleration Event. Upon the occurrence of an Acceleration Event, the Corporation will pay each Participant (without

duplication): (i) the Participant’s Early Termination Amount, (ii) any Tax Benefit Payment agreed to by the Corporation and the Participant as due and payable but unpaid as of the Early Termination Notice, and (iii) any Tax

Benefit Payment due to the Participant for a Taxable Year ending prior to, with or including the date of the Acceleration Event. The payment of all amounts owed to a Participant under clauses (i) through (iii) of this Section 4.01(a) is

referred to as the Participant’s “Early Termination Payment”.

(b) Early Termination Amount. A

Participant’s “Early Termination Amount” equals the present value, discounted at the Early Termination Rate as of the date of the applicable Acceleration Event, of the Participant’s Tax Benefit Payments that would be

required to be paid by the Corporation for each Taxable Year beginning from the date

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of the Acceleration Event assuming the Valuation Assumptions are applied. For purposes of calculating the present value of all Tax Benefit Payments that would be required to be paid, it will be

assumed that (i) absent the Acceleration Event, all Tax Benefit Payments would be paid on the due date (without extensions) for filing the Corporation Return for each Taxable Year and (ii) with respect to Taxable Years ending prior to the

Acceleration Event, any unpaid Tax Benefit Payments and any applicable Default Rate Interest will be paid.

SECTION 4.02. Early Termination Notice.

(a) Generally. The Corporation will deliver to each Participant written notice of the occurrence of an Acceleration Event (an

“Early Termination Notice”) and a schedule (an “Early Termination Schedule”) showing the amount of the Participant’s Early Termination Payment and all supporting information (including work papers and

valuation reports) reasonably necessary to support the calculation of the Early Termination Payment, at the following times:

(i) In the event of a Material Breach, as soon as practicable following the Material Breach;

(ii) In the event the Corporation elects in writing to make an Early Termination Payment to each Participant pursuant to

this Article IV (such election, a “Termination Election”), at the time the Corporation makes the Termination Election; or

(iii) In the event of a Change of Control, as soon as reasonably practicable following the execution of a definitive

agreement to enter into the Change of Control.

(b) Updates. Each Early Termination Schedule will be finalized in accordance

with Section 2.07(a) applied mutatis mutandis.

SECTION 4.03. Timing of

Payments. Within five Business Days after agreement between a Participant and the Corporation of the applicable Early Termination Schedule, the Corporation will make the applicable Early Termination Payment to the Participant; provided,

however, that in the case of an Acceleration Event that is a Change of Control, the Corporation will make all Early Termination Payments upon the occurrence of the Change of Control.

SECTION 4.04. No Further Obligation. Following an Acceleration Event and after the Corporation

has paid each Participant its Early Termination Payment in full, the Corporation will have no further obligation to make any TRA Payments, and if an Exchange or Section 732 Event occurs after the Acceleration Event, the Corporation will have no

obligations under this Agreement with respect to the Exchange or Section 732 Event.

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SECTION 4.05. Material Breach and Waiver.

(a) Material Breach. The Parties agree that a Material Breach includes the Corporation’s (i) failure to make a TRA

Payment within 45 Business Days after the applicable due date of the TRA Payment under this Agreement, except to the extent that the Corporation is prohibited from making the TRA Payment under applicable law or does not have (and cannot take

commercially reasonable actions to obtain) sufficient funds to make the TRA Payment; provided, however, that (x) the obligation to make the TRA Payment will nevertheless continue to accrue for the benefit of the Participants and

(y) the Corporation will promptly (and in any event, within three Business Days) pay the entire unpaid amount of the TRA Payment once the Corporation is not prohibited from making the TRA Payment under applicable law and the Corporation has

sufficient funds to make the TRA Payment or (ii) breach of any material obligation under this Agreement by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code.

(b) Waiver. The Participant Representatives may by unanimous written agreement irrevocably waive any breach of this Agreement by

the Corporation. Any breach waived pursuant to this Section 4.05 will not constitute an Acceleration Event.

ARTICLE V

PAYMENTS

SECTION 5.01. Late Payments by the Corporation. If the Corporation fails to make a TRA Payment

in full on the date the TRA Payment is due pursuant to this Agreement, the unpaid portion of the TRA Payment will accrue interest (“Default Rate Interest”) at the Default Rate from the due

date until the date the TRA Payment is made in full. Any reference to a TRA Payment in this Agreement includes a reference to Default Rate Interest accrued with respect to the TRA Payment (if any).

SECTION 5.02. Payment Instructions. Any TRA Payment to a Participant will be made by wire

transfer of immediately available funds to the bank account designated by the Participant in writing.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

SECTION 6.01. Participation in Tax Matters. Except as otherwise provided in this Agreement, the

Partnership Agreement or any Mercury US Shareholder Agreement, the Corporation will have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and HMH B.V. and, after the Initial Hybrid Exchange, if one

occurs, Mercury US, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any Tax Contest; provided, however, that

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the Corporation will (a) act in good faith in connection with its control of any Tax Contest that could reasonably be expected to materially affect any Participant’s rights and

obligations under this Agreement, (b) notify each Participant Representative of, keep each Participant Representative reasonably informed with respect to and allow each Participant Representative the opportunity to participate in the portion of

any Tax Contest the outcome of which could reasonably be expected to affect the Participant’s rights or obligations under this Agreement and (c) not enter into any settlement with respect to any Tax Contest to the extent such Tax Contest

could have a material effect on the Participants’ rights (including the right to receive TRA Payments) under this Agreement without the prior written consent of the Participant Representatives, which consent may not be unreasonably withheld,

conditioned or delayed. The Parties will use commercially reasonable efforts to cooperate with each other in connection with any Tax Contest the outcome of which could reasonably be expected to affect any Participant’s rights or obligations

under this Agreement.

SECTION 6.02. Consistency. Except as otherwise required pursuant to a

Determination, each Party agrees to report for all Tax purposes, all Tax-related items in a manner consistent with that specified in this Agreement and by the Corporation in any final Schedule (as amended);

provided, however, that if a Party is required to file a Tax Return before a Schedule is finalized, the Party may file the Tax Return prior to the finalization of the Schedule, subject to amendment upon the finalization of the

Schedule.

SECTION 6.03. Cooperation. Each Party will (a) furnish to the other Parties

in a timely manner such information, documents and other materials as any other Party may reasonably request for purposes of making or approving any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return

or contesting or defending any Tax Contest, (b) make itself available to the other Parties and their representatives to provide explanations of documents and materials and such other information as the requesting Party or its representatives

may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01. Notices. All notices, requests, claims, demands,

waivers and other communications under this Agreement must be in writing and will be deemed to have been duly given and received on the day they are delivered, provided that they are delivered on a Business Day prior to 5:00 p.m. local time in

the place of delivery or receipt. If notice is delivered after 5:00 p.m. local time or if such day is not a Business Day, then the notice will be deemed to have been given and received on the next Business Day. Notice will be sufficiently given if

delivered to a Party at the following address for the Party:

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If to the Corporation or HMH B.V.:

HMH Holding Inc.

3300 North Sam

Houston Pkwy East

Houston, TX 77032

Attention: Dwight Rettig

Email:

[***]

with a copy to (which will not constitute notice):

Baker Botts L.L.P.

910 Louisiana

Street

Houston, Texas 77002-4995

Attention: James Marshall

E-mail: [***]

If to BH:

Baker Hughes Holdings LLC

245

Hammersmith Road

London W6 8PW

United Kingdom

Attention: John

L. Keffer

Email: [***]

with

a copy to (which will not constitute notice):

King & Spalding LLP

1180 Peachtree Street, NE

Atlanta, GA 30309

Attention:

Erik Belenky and Elizabeth Morgan

Email: [***] and [***]

If to Akastor:

Akastor AS

PO Box 124,

1325 Lysaker

Norway

Attention: Eirik

Thomassen

Email: [***]

and

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Mercury HoldCo AS

PO Box 124,

1325 Lysaker

Norway

Attention: Eirik

Thomassen

Email: [***]

and

Mercury HoldCo Inc.

3300

North Sam Houston Parkway East

Houston, TX 77032

Attention: Eirik Thomassen

Email: [***]

with a copy to

(which will not constitute notice):

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth

Avenue, New York, NY 10001

Attention: Nicholas Dorsey, Douglas Dolan and Chris Fargo

Email: [***], [***] and [***]

Any Party may change its address by giving the other Parties written notice of its new address or fax number in the manner set forth above.

SECTION 7.02. Counterparts. This Agreement may be executed in counterparts, all of which

will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Delivery

of an executed signature page to this Agreement by electronic mail will be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 7.03. Entire Agreement; Third Party Beneficiaries. This Agreement constitutes the entire

agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. This Agreement will be binding upon and inure solely to the benefit of each Party and their

respective successors and permitted assigns. Other than as provided in the preceding sentence, nothing in this Agreement, express or implied, is intended to or will confer upon any other Person any right, benefit or remedy of any nature whatsoever

under or by reason of this Agreement.

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SECTION 7.04. Governing Law. This Agreement

will be governed by, and construed in accordance with, the law of the State of Delaware without regard to conflicts of law principles thereof.

SECTION 7.05. Severability. If any term or other provision of this Agreement is invalid, illegal

or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not

affected in any manner materially adverse to any Party. Upon determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the

original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 7.06. Successors; Assignment; Amendments; Waivers.

(a) No Participant may assign any right to payment (in whole or in part) under this Agreement, except to the extent that the assignment

(in whole or in part) is to one or more of its Affiliates or in connection with an assignment of HMH B.V. shares to the extent permitted under the Partnership Agreement.

(b) Subject to the limitations set forth in paragraph (a) of this Section, each Participant may assign any of its rights under this

Agreement to any Person, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably acceptable to the Corporation, agreeing to

become a Participant for all purposes of this Agreement, except as otherwise provided in such joinder. A transfer of a Participant’s rights under this Agreement will not relieve the Participant of its obligations under this Agreement unless

agreed to by the Corporation in writing.

(c) No provision of this Agreement may be amended unless the amendment is consented to in

writing by the Corporation and by each of the Participants.

(d) All of the terms and provisions of this Agreement will be binding

upon, will inure to the benefit of and will be enforceable by the Parties and their respective successors, continuations (including for tax purposes), assigns, heirs, executors, administrators and legal representatives (collectively,

“Successors”). Any reference in this Agreement to a Party includes a reference to such Party’s Successors (and, for the avoidance of doubt, any obligation to make TRA Payments will continue to be binding upon the Corporation

and its Successors both with respect to any past Exchange involving an HMH B.V. Share or any past Hybrid Exchange involving a Mercury US share and any future Exchange involving an equity interest in HMH B.V.’s Successor or any future Hybrid

Exchange involving shares in Mercury US’s Successor).

(e) The Corporation will require and cause any direct or indirect

successor (whether by purchase, merger, consolidation or otherwise) to all or substantially

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all of the business or assets of the Corporation, by written agreement, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation

would be required to perform if no such succession had taken place.

(f) No provision of this Agreement may be waived except

pursuant to a waiver that is in writing and signed by the Party against whom the waiver is to be effective. No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement, or to exercise

any right or remedy consequent upon a breach thereof, will constitute a waiver of any such breach or any other covenant, duty, agreement or condition.

SECTION 7.07. Titles and Subtitles. The titles of the sections and subsections of this Agreement

are for convenience of reference only and are not to be considered in construing this Agreement.

SECTION

7.08. Resolution of Disputes.

(a) Except for Reconciliation Disputes subject to Section 7.09, any and all

disputes that cannot be settled amicably after good faith negotiations, including any ancillary claims of any Party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this arbitration provision) will be finally settled by arbitration conducted by a single arbitrator in New York, New York in

accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the Parties to the dispute fail to agree on the selection of an arbitrator within ten Business Days of the receipt of the request for arbitration,

the International Chamber of Commerce will make the appointment. The arbitrator will be a lawyer and will conduct the proceedings in the English language. Performance under this Agreement will continue if reasonably possible during any arbitration

proceedings.

(b) Notwithstanding the provisions of Section 7.08(a), the Corporation or any Participant may bring an action or

special proceeding in any court of competent jurisdiction for the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, or enforcing an arbitration award and, for the purposes

of this paragraph (b), each Participant (i) expressly consents to the application of Section 7.08(d) to any such action or proceeding, and (ii) agrees that proof will not be required that monetary damages for breach of the

provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate.

(c) Each Party

irrevocably consents to service of process by means of notice in the manner provided for in Section 7.01

(d) (i) EACH PARTY

HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT LOCATED IN THE STATE OF DELAWARE AND THE COURT OF CHANCERY OF THE STATE OF DELAWARE (AND THE APPROPRIATE APPELLATE COURTS THEREFROM) FOR THE PURPOSE OF ANY JUDICIAL

PROCEEDING BROUGHT IN

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ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7.08, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR

CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The Parties

acknowledge that the forum designated by this paragraph (d) has a reasonable relation to this Agreement, and to the Parties’ relationship with one another.

(ii) The Parties hereby waive, to the fullest extent permitted by applicable law, any objection that they now or

hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section 7.08(d)(i) and such Parties agree not to plead or claim the same.

SECTION 7.09. Reconciliation. In the event that the relevant Parties are unable to resolve a

disagreement with respect to any matter that is subject to the Reconciliation Procedures within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute will be submitted for

determination to a nationally recognized expert in the particular area of disagreement (the “Expert”) mutually acceptable to all relevant Parties. The Expert will be a partner or principal in a nationally recognized accounting or

law firm (other than the Advisory Firm), and the Expert will not, and the firm that employs the Expert will not, have any material relationship with the Corporation or any of the Participants involved in the Reconciliation Dispute or any other

actual or potential conflict of interest. If the relevant Parties are unable to agree on an Expert within ten Business Days after a Party delivers written notice to the other relevant Parties of a Reconciliation Dispute, the Expert will be appointed

by the International Chamber of Commerce Centre for Expertise. The Expert will resolve any Reconciliation Dispute within thirty calendar days after the matter has been submitted to it or as soon thereafter as is reasonably practicable.

Notwithstanding the preceding sentence, if the Reconciliation Dispute is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a

disagreement is due, the undisputed amount will be paid by the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporation, subject to adjustment or amendment upon resolution. Each Party will bear its own costs

and expenses incurred in connection with a Reconciliation Dispute except that (a) any fees of the Expert will be paid by the Corporation, (b) if the Expert adopts a Participant’s position in all material respects, the Corporation

will reimburse the Participant for its reasonable out-of-pocket costs and expenses, and (c) if the Expert adopts the Corporation’s position in all material

respects, the relevant Participants will reimburse the Corporation for any reasonable out-of-pocket costs and expenses (other than the fees of the Expert). Any dispute

as to whether a dispute is a Reconciliation Dispute will be decided by the Expert. The Expert will finally determine any Reconciliation Dispute, and the determinations of the Expert pursuant to this Section 7.09 will be binding on the Parties

and may be entered and enforced in any court having jurisdiction.

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SECTION 7.10. Withholding. The Corporation may

deduct and withhold from any TRA Payment such amounts as it is required to deduct and withhold under applicable Tax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate Taxing Authority by the Corporation, the

deducted or withheld amounts will be treated for all purposes of this Agreement as having been paid to the Party in respect of which the deduction or withholding was made. The Parties will reasonably cooperate to reduce or eliminate any deduction or

withholding that might otherwise be required with respect to any TRA Payment (including by providing or obtaining any certificates or other documentation that would reduce or eliminate any deduction or withholding to the extent a Party is legally

entitled to do so). A Participant will indemnify the Corporation for any withholding taxes (excluding any interest, penalties and additions) successfully imposed by a Taxing Authority on payments made to the Participant (to the extent not previously

deducted or withheld).

SECTION 7.11. Consolidated Group; Partnership Status.

(a) If the Corporation is or becomes a member of a Consolidated Group, then: (i) the provisions of this Agreement will be applied

with respect to the Consolidated Group as a whole; and (ii) TRA Payments will be computed with reference to the consolidated, combined or unitary taxable income of the Consolidated Group as a whole.

(b) The Corporation will not cause or permit HMH B.V. (or any of its Subsidiaries that are organized under the laws of the United States

or any state thereof) to be treated as a corporation for U.S. Federal income or other applicable state or local Tax purposes, except with the written consent of each of the Participant Representatives.

SECTION 7.12. Certain Transactions.

(a) Transfers by Consolidated Group Members.

(i) Unless Section 7.12(b) applies, if any Person the income of which is included in the income of the

Corporation’s Consolidated Group transfers (or is deemed to transfer for U.S. Federal income tax purposes) any HMH B.V. Share or Adjusted Asset to an entity the income of which is not included in the income of the Corporation’s

Consolidated Group in a transaction in which the transferee’s basis in the property acquired is determined in whole or in part by reference to the transferor’s basis in the property, (A) the Corporation (without duplication of any

TRA Payments made by the Corporation as a result of any gain or loss recognized in the transaction) will cause the transferee to assume the obligation to make TRA Payments with respect to the Tax Attributes associated with any Adjusted Asset or

interest therein acquired by the transferee (directly or indirectly) in the transfer in a manner consistent with the principles of this Agreement, and (B) any such Adjusted Asset or interest therein acquired by such transferee (directly or

indirectly) shall be taken into account in the determination of the amount of any Tax Benefit Payments pursuant to Article III as if the transfer of such Adjusted Asset or interest had not occurred.

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(ii) Without duplication of Section 7.12(a)(i), if the

Corporation (or any member of the Corporation’s Consolidated Group) transfers (or is deemed to transfer for U.S. Federal income tax purposes) any HMH B.V. Share in a transaction that is wholly or partially taxable, then for purposes of

calculating any TRA Payment, HMH B.V. will be treated as having disposed of the portion of any Adjusted Asset that is indirectly transferred by the Corporation or other entity described above in a wholly or partially taxable transaction, as

applicable, in which income, gain or loss is allocated to the Corporation in accordance with the Partnership Agreement (determined as if the transferred HMH B.V. Share represents a proportionate share of an undivided interest in each asset of HMH

B.V.).

(b) Transfers by HMH B.V.

(i) If HMH B.V. transfers (or is deemed to transfer for U.S. Federal income tax purposes) any Adjusted Asset to an entity

the income of which is not included in the income of the Corporation’s Consolidated Group in a transaction in which the transferee’s basis in the Adjusted Asset acquired is determined in whole or in part by reference to the

transferor’s basis in the Adjusted Asset, for purposes of calculating the amount of any TRA Payment, HMH B.V. will be treated as having disposed of the Adjusted Asset (on the date of the transfer) in a fully taxable transaction in which

income, gain or loss is allocated to the Corporation in accordance with the Partnership Agreement. The consideration deemed to be received in any deemed transaction described in this Section 7.12(b) will be equal to the fair market value of the

transferred Adjusted Asset as of the date of the transfer, plus (without duplication): (A) the amount of debt to which the Adjusted Asset is subject, in the case of a transfer of an encumbered Adjusted Asset or (B) the amount of debt

allocated to the Adjusted Asset, in the case of a transfer of an equity interest in an entity classified as a partnership for applicable Tax purposes. Any dispute as to fair market value in connection with this Section 7.12(b) will be resolved

pursuant to the Reconciliation Procedures.

(ii) Any transaction described in this Section 7.12(b) will be taken

into account in determining the Overall Realized Tax Benefit or Overall Realized Tax Detriment, as applicable, for the Taxable Year in which the transaction is deemed to occur, consistent with the principles of this Agreement.

(c) Deconsolidation. If any member of the Corporation’s Consolidated Group that owns any HMH B.V. Share deconsolidates from

such Consolidated Group, then the Corporation will cause such member (or the new parent of the Consolidated Group in the case where the Corporation deconsolidates from the Consolidated Group) to assume the obligations under this Agreement (including

to make TRA Payments) as if it were the Corporation, solely with respect to the applicable Tax Attributes associated with any Adjusted Asset it owns (directly or indirectly) in a manner consistent with the principles of this Agreement.

31

SECTION 7.13. Confidentiality.

(a) Each Party (i) acknowledges that any information relating to tax matters of the other Parties shared pursuant to this Agreement

is confidential and (ii) agrees to keep such information in the strictest confidence and not disclose such information to any Person, except in the course of performing any duties as necessary for the Corporation and its Affiliates, as required

by law or legal process or to enforce the terms of this Agreement.

(b) Section 7.13(a) will not apply to the disclosure of any

information (i) that has been made publicly available by the Party to which it relates, becomes public knowledge (except as a result of an act of a Party in violation of this Agreement) or is generally known to the business community,

(ii) to the extent necessary for any Party to prepare and file its Tax Returns, to respond to any inquiries from any Taxing Authority or to prosecute or defend any action, proceeding or audit by any Taxing Authority or (iii) relating to

the existence or terms of this Agreement.

(c) If any Party breaches, or threatens to breach, any of the provisions of this

Section 7.13, the affected Parties will have the right and remedy to have the provisions of this Section 7.13 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond

or other security. The Parties acknowledge and agree that any such breach or threatened breach will cause irreparable injury to the affected Parties and that money damages alone will not provide an adequate remedy to such Persons. Such rights and

remedies will be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

SECTION 7.14. Waiver of TRA Payments. Any Participant may elect in writing to waive (in whole or in part) its right to receive any TRA Payments.

SECTION 7.15. Costs. Except as otherwise provided in this Agreement, all costs or expenses of

the Corporation or any of its Subsidiaries incurred in connection with this Agreement (including costs and expenses of the Advisory Firm) will be borne by the Corporation or the applicable Subsidiary.

SECTION 7.16. SOFR. In the event that SOFR ceases to be available, the Parties will negotiate in

good faith to amend this Agreement to replace SOFR with a mutually acceptable successor rate.

SECTION

7.17. Change in Law. Notwithstanding anything in this Agreement to the contrary, if, in connection with an actual or proposed change in law after the date of this Agreement, a Participant reasonably believes that the existence of this

Agreement could cause income (other than income arising from receipt of a payment under this Agreement) recognized by the Participant upon any Exchange by the Participant to be treated as ordinary income rather than capital gain (or otherwise taxed

at ordinary income rates) for U.S. Federal income tax purposes, or would have other material adverse Tax

32

consequences to the Participant, then at the written election of the Participant and to the extent specified by the Participant, this Agreement (a) will cease to have further effect with

respect to the Participant, (b) will not apply to an Exchange by the Participant occurring after a date specified by the Participant or (c) will otherwise be amended in a manner determined by the Participant (but solely with respect to the

Participant), provided that such amendment may not affect the rights of the other Participants or result in an increase in the Corporation’s obligations (including to make TRA Payments), in each case under this Agreement prior to such

amendment.

[Signature Page Follows this Page]

33

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year

first above written.

HMH HOLDING INC.

By:

/s/ Eirik Bergsvik

Name: Eirik Bergsvik

Title: Chief Executive Officer

[Signature Page to Tax Receivable Agreement]

HMH HOLDING B.V.

By:

/s/ Thomas W. McGee

Name: Thomas W. McGee

Title: Chief Financial Officer

[Signature Page to Tax Receivable Agreement]

BAKER HUGHES HOLDINGS LLC

By:

/s/ Daniel Horton

Name: Daniel Horton

Title: Deputy Treasurer

[Signature Page to Tax Receivable Agreement]

AKASTOR AS

By:

/s/ Øyvind Paaske

Name: Øyvind Paaske

Title: Chair

MERCURY HOLDCO AS

By:

/s/ Øyvind Paaske

Name: Øyvind Paaske

Title: Chair

MERCURY HOLDCO INC.

By:

/s/ Askel Matre

Name: Askel Matre

Title: Director

[Signature Page to Tax Receivable Agreement]

EX-10.2

EX-10.2

Filename: d100419dex102.htm · Sequence: 8

EX-10.2

Exhibit 10.2

Execution Version

EXCHANGE AGREEMENT

by

and among

HMH HOLDING INC.,

HMH HOLDING B.V.,

BAKER HUGHES HOLDINGS LLC,

AKASTOR AS,

MERCURY

HOLDCO AS,

and

MERCURY HOLDCO INC.

Dated as of April 2, 2026

TABLE OF CONTENTS

Page

1

DEFINED TERMS

2

1.01

Definitions

2

1.02

Other Definitional and Interpretative Provisions

7

2

EXCHANGE

7

2.01

Exchanges

7

2.02

Adjustment

12

2.03

Reservation of Corporation Class A Common Stock; Listing

13

2.04

Recapitalization

13

2.05

Removal of Impediments to Exchange

13

3

TRANSFER RESTRICTIONS

13

3.01

General Restrictions on Transfer

13

3.02

Legends

14

3.03

Permitted Transferees

14

4

OTHER AGREEMENTS; MISCELLANEOUS

14

4.01

Expenses

14

4.02

Notices

15

4.03

Permitted Transferees

17

4.04

Severability

17

4.05

Counterparts

17

4.06

Entire Agreement; No Third Party Beneficiaries

17

4.07

Further Assurances

17

4.08

Dispute Resolution

17

4.09

Governing Law

18

4.10

WAIVER OF JURY TRIAL

18

4.11

Amendments; Waivers

18

4.12

Assignment

19

4.13

Tax Treatment

19

4.14

Withholding

19

4.15

Distributions

20

4.16

Effective Date

20

i

EXCHANGE AGREEMENT

by and among

HMH HOLDING

INC.,

HMH HOLDING B.V.,

BAKER HUGHES HOLDINGS LLC,

AKASTOR AS,

MERCURY HOLDCO AS,

and

MERCURY HOLDCO INC.

This Exchange Agreement, dated as of April 2, 2026 (this “Agreement”), is entered into by and among HMH Holding

Inc., a Delaware corporation (the “Corporation”), HMH Holding B.V., a Netherlands private limited liability company (“HMH B.V.”), Akastor AS, a Norwegian private limited liability company (“Akastor

AS”), Mercury HoldCo AS, a Norwegian private limited liability company (“Mercury Norway”), Mercury HoldCo Inc., a Delaware corporation (“Mercury US” and, together with Akastor AS and Mercury Norway,

“Akastor”), and Baker Hughes Holdings LLC, a Delaware limited liability company (“BH” and, together with Akastor, the “Principal Holders” and, together with Akastor, the Corporation and HMH

B.V., the “Parties”). Capitalized terms used but not simultaneously defined are defined in or by reference to Section 1.01.

W I T N E S S E T H:

WHEREAS, the Parties hereto desire to provide for the transfer by each Principal Holder of an equivalent number of:

(1)

Non-voting Class A ordinary shares in the share capital of HMH

B.V. (the “HMH B.V. Non-Voting Class A Shares”), or at Akastor’s option, solely with respect to Akastor (the “Hybrid Exchange Option”), shares in

Mercury US (the “Mercury US Shares”) in lieu of HMH B.V. Non-Voting Class A Shares,

(2)

Non-voting Class B ordinary shares in the share capital of HMH

B.V. (the “HMH B.V. Non-Voting Class B Shares” and, together with the HMH B.V. Non-Voting Class A Shares, the “HMH

B.V. Non-Voting Shares”), and

(3)

shares of Class B common stock of the Corporation, par value $0.01 per share (the “Corporation

Class B Common Stock” and, together with the HMH B.V. Non-Voting Shares and the Mercury US Shares, as applicable, the “Exchange Shares”),

1

to HMH B.V. or the Corporation, as applicable, in exchange for Class A common stock of the Corporation,

par value $0.01 per share (the “Corporation Class A Common Stock”), or, upon the mutual agreement of such Principal Holder and the Corporation, cash on the terms and subject to the conditions set forth herein;

provided that HMH B.V. may elect to directly cancel the HMH B.V. Non-Voting Class A Shares, if any, and the HMH B.V. Non-Voting Class B Shares subject

to the Exchange rather than having such shares delivered to HMH B.V. or the Corporation, as applicable;

NOW, THEREFORE, in consideration

of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

1

DEFINED TERMS

1.01 Definitions. As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more

intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“Agreement” is defined

in the preamble.

“Akastor” is defined in the preamble.

“Akastor AS” is defined in the preamble.

“BH” is defined in the preamble.

“Bundle of Exchange Shares” means one HMH B.V. Non-Voting Class A Share, one

HMH B.V. Non-Voting Class B Share and one share of Corporation Class B Common Stock or, if Akastor exercises the Hybrid Exchange Option, solely with respect to Akastor, one Mercury US Share, one HMH

B.V. Non-Voting Class B Share and one share of Corporation Class B Common Stock.

“Business Day” means any day except a Saturday, Sunday, or other day on which commercial banks in New York, New York are

required or authorized by law to close.

“Cash Consideration” means, with respect to any applicable Exchange, an amount

in cash equal to the sum of:

(i) the product of (x) the number of Bundles of Exchange Shares to be Exchanged, (y) the

Exchange Rate in effect at the applicable Closing and (z) the Corporation Class A Common Stock Value; and

(ii) if the

Hybrid Exchange Option is exercised with respect to such applicable Exchange, the product of the Mercury US Share Ratio and the Mercury US Adjustment Amount.

2

“Control” of a Person means the direct or indirect possession of the

power to (i) vote more than 50% of the securities having ordinary voting power for the election of directors (or comparable positions in the case of partnerships and limited liability companies) of such Person, or (ii) direct or cause the

direction of the management and policies of such Person, whether by ownership of voting securities, by contract or otherwise. For the avoidance of doubt, the possession of only consent or approval rights with respect to the actions or decision of a

Person does not constitute Control of such Person.

“Change of Control” means the occurrence of any of the following

events:

(i) a merger, reorganization, consolidation or similar form of business transaction directly involving the Corporation or

indirectly involving the Corporation through one or more intermediaries unless, immediately following such transaction, more than 50% of the voting power of the then outstanding voting stock or other equities of the Person resulting from

consummation of the transaction (which Person may be any parent or ultimate parent corporation that as a result of the transaction owns directly or indirectly the Corporation and all or substantially all of the Corporation’s assets) entitled

to vote generally in elections of directors of such Person is held by the existing Corporation stockholders (determined immediately prior to the transaction and related transactions);

(ii) a transaction in which the Corporation, directly or indirectly, sells, assigns, conveys, transfers, leases or otherwise disposes

of all or substantially all of its assets to another Person other than an Affiliate of the Corporation;

(iii) a transaction in

which there is an acquisition of Control of the Corporation by a Person or group of Persons (other than the Principal Holders and their Affiliates) acting in concert to exercise Control;

(iv) a transaction in which the Incumbent Directors cease for any reason to constitute at least a majority of the Board of Directors of

the Corporation, provided that any individual becoming a director subsequent to the effective date of this Agreement, whose election or nomination for election either (A) is contemplated by a written agreement among stockholders of the

Corporation on the effective date of this Agreement or (B) was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board of Directors of the Corporation (either by a specific

vote or by approval of the proxy statement of the Corporation in which the individual is named as a nominee for director, without written objection to such nomination) will be deemed to be an Incumbent Director; provided, however, that no individual

initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of

any Person other than the Board of Directors of the Corporation will be deemed to be an Incumbent Director; or

(v) the liquidation

or dissolution of the Corporation.

“Closing” is defined in Section 2.01(b)(i).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

3

“Corporation” is defined in the preamble.

“Corporation Class A Common Stock” is defined in the preamble.

“Corporation Class A Common Stock Value” means the arithmetic average of the volume weighted average

prices for a share of Corporation Class A Common Stock on the principal U.S. securities exchange or automated or electronic quotation system on which the Corporation Class A Common Stock trades, as reported by Bloomberg, L.P., or its

successor, for each of the ten consecutive full Trading Days ending on and including the last full Trading Day immediately prior to the applicable Closing, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock

dividends or similar events affecting the Corporation Class A Common Stock. If the Corporation Class A Common Stock no longer trades on a securities exchange or automated or electronic quotation system, then the Corporation Class A

Common Stock Value shall be determined in good faith by a majority of Independent Directors.

“Corporation

Class B Common Stock” is defined in the preamble.

“Election Notice” is defined in

Section 2.01(a)(iii).

“Exchange,” when used as a noun, has the meaning set forth in Section 2.01(a).

“Exchange,” when used as a verb, and “Exchanging,” when used as an adjective, shall have correlative meanings.

“Exchange Rate” means the number of shares of Corporation Class A Common Stock for which one Bundle of Exchange Shares

is entitled to be Exchanged. On the date hereof, the Exchange Rate shall be 1, subject to adjustment as provided in Section 2.02.

“Exchange Shares” is defined in the preamble.

“Exchanging Principal Holder” has the meaning set forth in Section 2.01(a)(ii).

“Governmental Entity” means any court, administrative agency, regulatory body, commission, or other governmental authority,

board, bureau, or instrumentality, domestic or foreign, and any subdivision thereof.

“HMH B.V.” is defined in the

preamble.

“HMH B.V. Non-Voting Shares” is defined in the preamble.

“HMH B.V. Non-Voting Class A Shares” is defined in the preamble.

“HMH B.V. Non-Voting Class B Shares” is defined in the

preamble.

“Hybrid Exchange Conditions” means all of the following conditions with respect to an applicable Exchange:

(i) Akastor has notified HMH B.V. and the Corporation of its election, pursuant to the exercise of the Hybrid Exchange Option, to

Exchange Mercury US Shares in lieu of HMH B.V. Non-Voting Class A Shares in the applicable Exchange in its applicable Redemption Request or a prior Redemption Request;

4

(ii) Akastor has recapitalized Mercury US’s outstanding capital stock so that

(x) the Mercury US Shares represent the sole class of stock of Mercury US and (y) the number of Mercury US Shares equals the number of HMH B.V. Non-Voting Class A Shares then held by Mercury US;

(iii) Akastor has caused Mercury US to assign all of its rights under the Tax Receivable Agreement (including, for the avoidance

of doubt, its right to be paid any amount previously accrued under the Tax Receivable Agreement), all of its shares of Corporation Class B Common Stock and all of its other assets (other than any cash or Tax assets) to Mercury Norway or one of

its Affiliates (other than Mercury US or a subsidiary of Mercury US);

(iv) Akastor has caused Mercury Norway or one of its

Affiliates (other than Mercury US or a subsidiary of Mercury US) to assume or satisfy all of Mercury US’s liabilities (other than any Tax liabilities);

(v) the Corporation and Mercury Norway have entered into a stockholders’ agreement with respect to their ownership of the Mercury

US Shares providing, among other things, that they will cause Mercury US to make loans of available cash to HMH Inc. as necessary to fund HMH Inc.’s payment obligations under the Tax Receivable Agreement with respect to the NOL Benefit (as

defined in the Tax Receivable Agreement); and

(vi) Akastor has caused Mercury US to amend its Certificate of Incorporation to

provide for the limited purpose of holding HMH B.V. Non-Voting Class A Shares or any proceeds resulting from the sale thereof and activities incidental thereto.

“Hybrid Exchange Option” is defined in the preamble.

“Incumbent Directors” means the individuals who constitute the Board of Directors of the Corporation as of the date of this

Agreement.

“Independent Directors” means the members of the Board of Directors of the Corporation who are

“independent” under the standards set forth in Rule 10A-3 promulgated under the Securities Act and the corresponding rules of the applicable exchange on which the Corporation Class A Common

Stock is traded or quoted.

“IPO” means the initial public offering of shares of Corporation Class A Common Stock.

“Liens” means any and all liens, charges, security interests, options, claims, mortgages, pledges, usufructs,

attachments, proxies, voting trusts or agreements, obligations, understandings or arrangements, or other restrictions on title or transfer of any nature whatsoever.

“Mercury Norway” is defined in the preamble.

“Mercury US” is defined in the preamble.

5

“Mercury US Adjustment Amount” means, with respect to any applicable

Exchange for which the Hybrid Exchange Option is exercised, the difference (which may be positive or negative) between (i) the fair market value of Mercury US’s assets, other than its HMH B.V.

Non-Voting Class A Shares or any Tax assets that are subject to the Tax Receivable Agreement, and (ii) the liabilities of Mercury US, in each case, at the time of the applicable Exchange and as

reasonably determined by the Independent Directors.

“Mercury US Shares” is defined in the preamble.

“Mercury US Share Ratio” means, with respect to any applicable Exchange for which the Hybrid Exchange Option is exercised,

a ratio (i) the numerator of which is the number of Mercury US Shares exchanged in the applicable Exchange and (ii) the denominator of which is the total number of Mercury US Shares outstanding at the time of the applicable Exchange.

“Partnership Agreement” means the Partnership Agreement of HMH B.V. dated as of the date hereof.

“Lock-Up Period” means the 180-day period

commencing with the pricing of the IPO.

“Notice” is defined in Section 4.02.

“Parties” is defined in the preamble.

“Permitted Transferee” means a permitted transferee of equity securities of the Corporation pursuant to the Partnership

Agreement.

“Person” means any natural person, corporation, limited partnership, general partnership, limited liability

company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a

representative capacity, and any government or agency or political subdivision thereof.

“Principal Holders” is defined

in the preamble.

“Redemption Request” has the meaning set forth in Section 2.01(a)(ii).

“Registration Rights Agreement” means the Registration Rights Agreement dated as of the date hereof by and among the

Corporation, BH, Akastor AS, Mercury Norway and Mercury US.

“Restricted Corporation Class A Common

Stock” is defined in Section 3.01.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Stockholders’ Agreement” means the Stockholders’ Agreement dated as of the date hereof by and among the

Corporation, BH, Akastor AS and Mercury US.

6

“Stock Consideration” means, with respect to any applicable Exchange, a

number of shares of Corporation Class A Common Stock (rounded to the nearest whole number) equal to the sum of:

(i) the

product of (x) the number of Bundles of Exchange Shares being Exchanged and (y) the Exchange Rate in effect at the applicable Closing; and

(ii) if the Hybrid Exchange Option is exercised with respect to such applicable Exchange, the quotient of (x) the product of the

Mercury US Share Ratio and the Mercury US Adjustment Amount and (y) the Corporation Class A Common Stock Value.

“Successors” is defined in Section 4.12.

“Tax Receivable Agreement” means the Tax Receivable Agreement dated as of the date hereof by and among the Corporation, HMH

B.V., BH, Akastor AS, Mercury Norway and Mercury US.

“Trading Day” means a day on which the principal U.S. securities

exchange on which the Corporation Class A Common Stock is listed or admitted to trading is open for the transaction of business (unless such trading shall have been suspended for the entire day).

“Transfer Taxes” is defined in Section 4.01.

1.02 Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and

“hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The headings and captions herein are included for convenience of reference only

and shall be ignored in the construction or interpretation hereof. References to Articles and Sections are to Articles and Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the

plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,”

whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a

visible form. References to any agreement or contract are to that agreement or contract as amended, restated, modified or supplemented from time to time in accordance with the terms thereof as of the date of this Agreement. References from or

through any date mean, unless otherwise specified, from and including or through and including, respectively.

2

EXCHANGE

2.01 Exchanges. (a) Exchange Right of a Principal Holder. (i) Upon the terms and subject to the conditions of

this Article 2, each Principal Holder may, at any time and from time to time, after the expiration or earlier termination of the Lock-Up Period, elect to exchange in one or more exchanges Bundles of

Exchange Shares for (I) the applicable Stock Consideration, or, (II) upon the mutual agreement of the Exchanging Principal Holder and the Corporation, the applicable Cash Consideration (any such exchange, an “Exchange”);

provided that each Principal Holder may nonetheless effectuate an Exchange during the Lock-Up Period for Cash Consideration in

7

connection with the reorganization transactions described under the heading “Corporate reorganization” in the Registration Statement on Form

S-1 (File No. 333-281497) and any amendments thereto and the final prospectus relating to the IPO.

(ii) A Principal Holder shall exercise its right to effectuate an Exchange set forth in Section 2.01(a)(i) by delivering to HMH

B.V., with a copy to the Corporation, a written notice (a “Redemption Request”) setting forth the number of Bundles of Exchange Shares such Principal Holder (the “Exchanging Principal Holder”) wishes to

Exchange. A Redemption Request may specify that the Exchange is to be (x) contingent (including as to timing) upon (I) the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or

otherwise) of shares of Corporation Class A Common Stock, (II) a written trading plan in effect on the date of the Redemption Request, which was established pursuant to and in accordance with Rule

10b5-1(c) of the Securities Exchange Act of 1934, as amended, or (III) the closing of an announced merger, consolidation or other transaction or event in which the Corporation Class A Common Stock

would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (y) effective upon a specified future date. The applicable Principal Holder shall represent in the Redemption Request

that such Principal Holder owns or will own the Exchange Shares to be delivered at the applicable Closing pursuant to Section 2.01(d)(i), free and clear of all Liens, except as set forth therein and other than transfer restrictions imposed by

or under applicable securities laws and this Agreement and the Partnership Agreement, and, if there are any Liens on such Exchange Shares identified in the Redemption Request, such Principal Holder shall covenant that it will deliver at the

applicable Closing evidence reasonably satisfactory to the Corporation and HMH B.V. that all such Liens (other than transfer restrictions imposed by or under applicable securities laws and this Agreement and the Partnership Agreement) have been

released.

(iii) Within three Business Days following the Business Day on which HMH B.V. and the Corporation receive a Redemption

Request, the Corporation shall give written notice (the “Election Notice”) to HMH B.V., copying the Exchanging Principal Holder, of its intention to either deliver the applicable Stock Consideration or, upon the mutual agreement

of the Exchanging Principal Holder and the Corporation, deliver the applicable Cash Consideration in connection with the Exchange; provided that if the Corporation does not timely deliver an Election Notice, the Corporation shall be deemed to

have elected to deliver the applicable Stock Consideration.

(iv) Any Principal Holder that has delivered a Redemption Request may

revoke or amend such Redemption Request at any time prior to 5:00 p.m. New York time on the Business Day immediately prior to the Closing of the applicable Exchange by delivery of a notice to the Corporation and HMH B.V. specifying (A) the

number of Bundles of Exchange Shares as to which the Redemption Request is revoked, (B) the number of Bundles of Exchange Shares as to which the Redemption Request remains in effect, if any, and (C) if such Principal Holder so determines,

the new future date on which the proposed Exchange is to be effective or any other new or revised information pertaining to the Redemption Request. Notwithstanding anything in the foregoing to the contrary, a Principal Holder may revoke or amend any

Redemption Request at any time prior to the scheduled Closing so long as such Principal Holder reimburses all out-of-pocket costs incurred by the Corporation and HMH

B.V. with respect to such requested Exchange.

8

(v) If the Corporation enters into an agreement that would result in a Change of

Control, the Corporation shall give each Principal Holder at least ten Business Days’ notice prior to the anticipated closing thereof and, upon the delivery by a Principal Holder of a Redemption Request, the Corporation shall cause such

agreement to (and shall not enter into any such agreement unless it does) provide that such Principal Holder shall be entitled to Exchange its Exchange Shares immediately prior to the closing of the applicable Change of Control transaction in order

for such Principal Holder to be able to receive the amount and type of consideration payable pursuant to such Change of Control transaction to holders of Corporation Class A Common Stock. If any Person commences a tender offer or exchange offer

for any of the outstanding shares of the Corporation’s stock, the Corporation shall allow each Principal Holder, upon the delivery by such Principal Holder of a Redemption Request, to Exchange its Exchange Shares immediately prior to and

contingent upon the consummation of such tender offer or exchange offer in order for such Principal Holder to participate in such tender offer or exchange offer. Notwithstanding anything to the contrary in the foregoing, in the event that the Board

of Directors of the Corporation approves a Change of Control transaction and determines in good faith that such Change of Control transaction involves a bona fide third party and is not for the primary purpose of causing an Exchange hereunder, then

upon at least ten Business Days’ notice, the mandatory Exchange of all outstanding Exchange Shares shall occur in accordance with the following sentence. The Closing for any Exchange pursuant to this Section 2.01(a)(v) shall occur

immediately prior to, but remain subject to the consummation immediately after of, the Change of Control transaction, tender offer or exchange offer, as applicable, and such Exchange shall be null and void if such Change of Control transaction,

tender offer or exchange offer, as applicable, shall fail to be consummated.

(vi) Upon a Principal Holder exercising its right to

Exchange or the occurrence of an Exchange as a result of a Change of Control transaction, (A) HMH B.V. or the Corporation, as applicable, shall take such actions as may be required to ensure that such Principal Holder receives the applicable

Stock Consideration or Cash Consideration that such Exchanging Principal Holder is entitled to receive in connection with such Exchange pursuant to this Section 2.01, and (B) unless otherwise required by applicable law, such Exchange shall

be treated for purposes of the Tax Receivable Agreement as an “Exchange” or, if Akastor elects the Hybrid Exchange Option, a “Hybrid Exchange” (as such terms are defined in the Tax Receivable Agreement).

(vii) As set forth above, solely with respect to Akastor and at Akastor’s option, Akastor may elect pursuant to the Hybrid

Exchange Option to Exchange Mercury US Shares in lieu of HMH B.V. Non-Voting Class A Shares as part of its Bundle of Exchange Shares; provided that the Hybrid Exchange Conditions have been

satisfied prior to such Exchange; provided, further, that Akastor’s election to exercise the Hybrid Exchange Option shall be irrevocable and shall apply to all future Exchanges and Redemption Requests of Akastor. Upon the written

request of Akastor, the Corporation and Akastor shall use commercially reasonable efforts to enter into the stockholders’ agreement described in clause (v) of the definition of Hybrid Exchange Conditions.

(b) Closing. (i) Subject to the terms and conditions hereunder and unless expressly provided otherwise herein, an Exchange

pursuant to Section 2.01(a) shall be effected on the later of (w) the fifth Business Day after HMH B.V. and the Corporation receive the applicable

9

Redemption Request, (x) the future date as specified in the applicable Redemption Request, (y) a date to be agreed upon between the Exchanging Principal Holders, HMH B.V. and the

Corporation or (z) the date on which the conditions included in the applicable Redemption Request have been satisfied or waived (such later date, the “Closing”).

(ii) In connection with any Exchange pursuant to Section 2.01(a)(i) with respect to which the Hybrid Exchange Option is not

elected, either (1) the Corporation may elect to effect the Exchange by delivering to the Exchanging Principal Holder the applicable Stock Consideration or Cash Consideration that such Principal Holder is entitled to receive pursuant to

Section 2.01(d)(vi) or (2) if the Corporation does not elect to effect the Exchange itself, the Corporation shall, at the time of the Closing of any such Exchange, contribute to HMH B.V., the applicable Stock Consideration or Cash

Consideration that such Principal Holder is entitled to receive pursuant to Section 2.01(d)(vi) and HMH B.V. shall deliver to such Principal Holder such Stock Consideration or Cash Consideration. In connection with any Exchange pursuant to

Section 2.01(a)(i) with respect to which the Hybrid Exchange Option is elected, the Corporation shall effect the Exchange by delivering to the Exchanging Principal Holder the applicable Stock Consideration or Cash Consideration that such

Principal Holder is entitled to receive pursuant to Section 2.01(d)(vi).

(iii) Upon the occurrence of a Closing, (A) all

rights of the Exchanging Principal Holder as holder of the Exchange Shares being Exchanged shall terminate (excluding, for the avoidance of doubt, any rights under Section 4.04(c) of the Partnership Agreement and Section 4.15 of this

Agreement), (B) the shares of Corporation Class B Common Stock delivered at the Closing shall be automatically cancelled on the books and records of the Corporation and shall no longer be deemed to be issued and outstanding capital stock of the

Corporation, (C) the HMH B.V. Non-Voting Class A Shares, if any, and the HMH B.V. Non-Voting Class B Shares delivered at the Closing to HMH B.V. or the

Corporation, as applicable, shall automatically be cancelled on the books and records of HMH B.V. and shall no longer be deemed to be issued and outstanding shareholder interests of HMH B.V.; provided, however, that HMH B.V. may elect to

directly cancel the HMH B.V. Non-Voting Class A Shares, if any, and the HMH B.V. Non-Voting Class B Shares subject to the Exchange rather than having such

shares delivered at the Closing to HMH B.V. or the Corporation, as applicable, and (D) unless the Parties have agreed to the delivery of Cash Consideration in lieu of Stock Consideration, (x) such Exchanging Principal Holder, or such other

Person in whose name such Exchanging Principal Holder has requested the shares be registered, shall be treated for all purposes as the holder of the applicable Stock Consideration delivered at the Closing, and (y) HMH B.V. shall issue to the

Corporation an equal number of HMH B.V. voting Class A shares and HMH B.V. voting Class B shares, in each case in a number equivalent to the number of HMH B.V. Non-Voting Class A Shares, if any,

and the HMH B.V. Non-Voting Class B Shares delivered at the Closing to HMH B.V. or the Corporation, as applicable. Any Stock Consideration to be received in the Exchange shall be registered in such names

and in such denominations as the Exchanging Principal Holder shall request in writing not later than one Business Day prior to Closing.

(c) Closing Conditions. (i) The obligation of any of the Parties to consummate an Exchange pursuant to this

Section 2.01 shall be subject to the condition that there shall be no injunction, restraining order or decree of any nature of any Governmental Entity that is then in effect that restrains or prohibits the Exchange.

10

(ii) The obligation of HMH B.V. and the Corporation to consummate an Exchange

pursuant to this Section 2.01 shall be subject to (A) the delivery by the Exchanging Principal Holder of the items specified in clauses (i), (ii), (iii) and (iv) of Section 2.01(d) and (B) the good faith determination by the

Corporation that such Exchange would not be prohibited by applicable law or regulation.

(d) Closing Deliveries. At or prior

to each Closing, with respect to each Principal Holder that requests the Exchange contemplated for such Closing:

(i) to the extent

that such Principal Holder’s Exchange Shares are certificated, such Principal Holder shall deliver to HMH B.V. or the Corporation, as applicable, certificates representing the Exchange Shares for the number of Bundles of Exchange Shares

specified in the applicable Redemption Request (or an affidavit of loss in lieu thereof in customary form, without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably

satisfactory to HMH B.V. or the Corporation, as applicable, duly executed in blank by such Principal Holder or such Principal Holder’s duly authorized attorney, to be Exchanged based on the Exchange Rate in effect at the applicable Closing;

provided, however, that HMH B.V. may elect to directly cancel the HMH B.V. Non-Voting Class A Shares, if any, and the HMH B.V. Non-Voting Class B Shares

subject to the Exchange rather than having such shares delivered at the Closing to HMH B.V. or the Corporation, as applicable;

(ii) such Principal Holder shall represent in writing that no Liens exist on the Exchange Shares delivered pursuant to Sections

2.01(d)(i) (other than transfer restrictions imposed by or under applicable securities laws, the Partnership Agreement and this Agreement), or that any such Liens have been released, ultimately as per Closing;

(iii) in the event that Akastor elects, pursuant to the Hybrid Exchange Option, to exchange Mercury US Shares in lieu of HMH B.V. Non-Voting Class A Shares, Akastor shall represent in writing that the Mercury US Shares have been duly authorized and validly issued and are fully paid and

non-assessable;

(iv) such Principal Holder shall deliver to HMH B.V. or the Corporation,

as applicable, the executed Redemption Request;

(v) if such Principal Holder delivers to HMH B.V. or the Corporation, pursuant to

Section 2.01(d)(i), a certificate representing a number of Exchange Shares that is greater than the number of Bundles of Exchange Shares specified in the applicable Redemption Request, HMH B.V. or the Corporation will deliver to such Principal

Holder certificates representing the excess Exchange Shares, as applicable; and

(vi) HMH B.V. or the Corporation, as applicable,

shall deliver or cause to be delivered to such Principal Holder (x) the applicable Stock Consideration, registered in such names and such denominations as such Principal Holder requested pursuant to Section 2.01(b)(iii) or, if the

Corporation and the Exchanging Principal Holder have mutually agreed as provided in Section 2.01(a), (y) the applicable Cash Consideration. To the extent that any Stock Consideration is to be paid or settled through the facilities of The

Depository Trust Company, HMH B.V. or the

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Corporation, as applicable, shall, subject to Section 3.02(a) below, upon the written instruction of a Principal Holder, deliver or cause to be delivered such Stock Consideration deliverable

to such Principal Holder, through the facilities of The Depository Trust Company, to the account of the participant of The Depository Trust Company designated by such Principal Holder.

(e) Publicly Traded Partnership. Notwithstanding anything to the contrary herein, no Exchange shall be permitted (and, if

attempted, shall be void ab initio) if, in the good faith determination of HMH B.V., such Exchange would pose a material risk that HMH B.V. would be a “publicly traded partnership” as defined in Section 7704 of the Code;

provided that an Exchange will not be prohibited on this basis so long as HMH B.V. continues to satisfy the “private placements” safe harbor pursuant to Section 1.7704-1(h) of the

Treasury Regulations promulgated under such Section 7704 of the Code, as determined by HMH B.V. in its sole discretion exercised in good faith.

2.02 Adjustment. On the date hereof, the Exchange Rate shall be 1. The Exchange Rate shall be adjusted accordingly if there is:

(i) any subdivision (by any unit or stock split, unit or stock distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit or stock split, reclassification, reorganization, recapitalization or

otherwise) of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid

Exchange Option, other than the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) or Corporation Class B Common Stock or any similar event, in each case that is not accompanied by an

identical subdivision or combination of the Corporation Class A Common Stock; or (ii) any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by

reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the Corporation Class A Common Stock or any similar event, in each case that is not accompanied by an identical subdivision or combination of the HMH B.V. Non-Voting Class A Shares, HMH B.V. Non-Voting Class B Shares, Mercury US Shares (following Akastor’s exercise of the Hybrid Exchange Option and the completion

of the recapitalization described in clause (ii) of the definition of “Hybrid Exchange Conditions”) and Corporation Class B Common Stock. If there is any reclassification, reorganization, recapitalization or other similar

transaction in which the Corporation Class A Common Stock are converted or changed into another security, securities or other property, then upon any subsequent Exchange, an Exchanging Principal Holder shall be entitled to receive the amount of

such security, securities or other property that such Exchanging Principal Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar

transaction, taking into account any adjustment as a result of any subdivision (by any split, distribution or dividend, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification,

recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction. For the avoidance of doubt, if there is any

reclassification, reorganization, recapitalization or other similar transaction in which the shares of Corporation Class A Common Stock are converted or changed into another security, securities or other property, this Section 2.02 shall

continue to be applicable, mutatis mutandis, with respect to such security or other property.

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2.03 Reservation of Corporation Class A Common Stock;

Listing. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Corporation Class A Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of shares of

Corporation Class A Common Stock as shall be issuable upon Exchange of all outstanding Exchange Shares; provided that nothing contained herein shall be construed to preclude the Corporation from satisfying its obligations in respect of

any such Exchange by delivery of purchased shares of Corporation Class A Common Stock (which may or may not be held in the treasury of the Corporation). If any shares of Corporation Class A Common Stock require registration with or

approval of any Governmental Entity under any federal or state law before such shares of Corporation Class A Common Stock may be issued upon an Exchange, the Corporation shall use reasonable efforts to cause such shares of Corporation

Class A Common Stock to be duly registered or approved, as the case may be. The Corporation shall list and use its reasonable efforts to maintain the listing of the shares of Corporation Class A Common Stock required to be delivered upon

any such Exchange prior to such delivery upon the national securities exchange upon which the outstanding shares of Corporation Class A Common Stock are listed at the time of such Exchange (it being understood that any such shares may be

subject to transfer restrictions under applicable securities laws). The Corporation covenants that all shares of Corporation Class A Common Stock issued upon an Exchange will, upon issuance, be validly issued, fully paid and non-assessable.

2.04 Recapitalization. This Agreement shall apply to the Exchange Shares

held by the Principal Holders and their Permitted Transferees as of the date hereof, as well as any Exchange Shares hereafter acquired by a Principal Holder and its Permitted Transferees. This Agreement shall apply, mutatis mutandis, to, and

all references to “Exchange Shares” shall be deemed to include any security, securities or other property of HMH B.V. or Mercury US, if applicable, that may be issued in respect of, in exchange for or in substitution of Exchange Shares,

by reason of any distribution or dividend, split, reverse split, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

2.05 Removal of Impediments to Exchange. HMH B.V. and the Corporation shall use reasonable best efforts to remove any

impediment that in the good faith judgment of HMH B.V. and the Corporation would cause any Exchange to be prohibited by applicable law or regulation or that would cause any Exchange to violate any contract, commitment, agreement, instrument,

arrangement, understanding, obligation or undertaking to which HMH B.V. or the Corporation is subject.

3

TRANSFER RESTRICTIONS

3.01 General Restrictions on Transfer. (a) Each Principal Holder understands and agrees that any shares of Corporation

Class A Common Stock received by such Principal Holder in any Exchange (any such shares of Corporation Class A Common Stock, “Restricted Corporation Class A Common Stock”) may not be transferred except

in compliance with the Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(b) Without limitation of Section 3.01(a), each Principal Holder understands and agrees that, unless exchanged pursuant to an

effective registration statement under the

13

Securities Act, Restricted Corporation Class A Common Stock are restricted securities under the Securities Act and the rules and regulations promulgated thereunder. Each Principal Holder

agrees that it shall not transfer any shares of Restricted Corporation Class A Common Stock (or solicit any offers in respect of any transfer of any shares of Restricted Corporation Class A Common Stock), except in compliance with the

Securities Act, any other applicable securities or “blue sky” laws, and the terms and conditions of this Agreement.

(c) Any attempt to transfer any shares of Restricted Corporation Class A Common Stock not in compliance with this Agreement shall

be void ab initio, and the Corporation shall not, and shall cause any transfer agent not to, give any effect in the Corporation’s stock records to such attempted transfer.

3.02 Legends. (a) In addition to any other legend that may be required, subject to Section 3.02(b), each certificate

for shares of Restricted Corporation Class A Common Stock issued to a Principal Holder (or any of such Principal Holder’s Permitted Transferees) shall bear a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY

NON-U.S. OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE THEREWITH.

(b) If any shares of Restricted Corporation Class A Common Stock are eligible to be sold pursuant to Rule 144(b)(1) under the

Securities Act (or any successor provision), upon the written request of the holder thereof, accompanied (if the Corporation shall so request) by an opinion of counsel reasonably acceptable to the Corporation, the Corporation shall issue to such

holder a new certificate evidencing such shares of Restricted Corporation Class A Common Stock without the legend required by Section 3.02(a) endorsed thereon.

3.03 Permitted Transferees. Subject to this Article 3, each Principal Holder acquiring shares of Restricted Corporation

Class A Common Stock may at any time transfer any or all of its shares of Restricted Corporation Class A Common Stock to any Person so long as the transfer to such transferee is in compliance with Section 6.3 of the

Stockholders’ Agreement, if applicable, the Securities Act and any other applicable securities or “blue sky” laws.

4

OTHER AGREEMENTS; MISCELLANEOUS

4.01 Expenses. Each Party hereto shall bear its own expenses in connection with the consummation of any of the transactions

contemplated hereby, whether or not any such transaction is ultimately consummated, except that the Corporation shall bear any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange

(“Transfer Taxes”), and the Corporation shall promptly cooperate in all filings required to be made under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, in connection with any Exchange (but the Corporation

shall not be obligated to bear, and shall be reimbursed by the applicable Principal Holder for, the expenses of any such filing or of any information request from any Governmental Entity relating thereto); provided, however, that if

any Transfer Taxes are imposed by reason of or in connection with the issuance of a certificate pursuant to Section

14

2.01(d)(v) in a name other than that of the Principal Holder requesting an Exchange (or The Depository Trust Company or its nominee for the account of a participant of The Depository Trust

Company that will hold the shares for the account of such Principal Holder), then the Person or Persons requesting the issuance thereof or Exchanging the Exchange Shares, as applicable, shall bear any such Transfer Taxes (or establish to the

reasonable satisfaction of HMH B.V. or the Corporation, as applicable, that such tax is not payable). In addition, in the event that the number of Exchanges effected by a Principal Holder within a given calendar year is greater than 12 (treating

each Exchange for which an election pursuant to the Hybrid Exchange Option has been made or applies as 1.5 Exchanges for the purposes of this sentence), then such Principal Holder shall promptly reimburse the Corporation for the Corporation’s

reasonable third-party expenses incurred in connection with the consummation of the lesser of (x) the Exchanges effected by such Principal Holder within such year that are in excess of 12 or (y) the aggregate number of Exchanges effected

by all Parties within such year that are in excess of 24. If the occurrence of an Exchange during the year increases the number of Exchanges from less than 12 to more than 12 (or from less than 24 to more than 24) within such year, then for purposes

of the preceding sentence, such Exchange shall be treated as in excess of 12 (or in excess of 24) and therefore all the applicable expenses relating to such Exchange shall be taken into account in determining the amount of reimbursable expenses.

4.02 Notices. All notices, requests, consents and other communications hereunder (each, a “Notice”) to

any Party shall be in writing and shall be delivered in person or sent by facsimile (provided a copy is thereafter promptly delivered as provided in this Section 4.02), email or nationally recognized overnight courier, addressed to such Party

at the address, facsimile number or email address set forth below, or such other address or facsimile number as may hereafter be designated in writing by such Party to the other Parties:

if to the Corporation, to:

HMH

Holding Inc.

3300 North Sam Houston Pkwy East

Houston, TX 77032

Attention:

Dwight Rettig

Email: [***]

with a copy (which shall not constitute notice to the Corporation) to:

Baker Botts L.L.P.

910 Louisiana

Street

Houston, Texas 77002-4995

Attention: James Marshall

E-mail: [***]

If to Baker Hughes, to:

Baker Hughes Holdings LLC

245

Hammersmith Road

London W6 8PW

15

United Kingdom

Attention: John L. Keffer

Email: [***]

with a copy to

(which copy shall not constitute notice):

King & Spalding LLP

1180 Peachtree Street, NE

Atlanta, GA 30309

Attention:

Erik Belenky and Elizabeth Morgan

Email: [***] and [***]

If to Akastor, to:

Akastor AS

PO Box 124,

1325 Lysaker

Norway

Attention: Eirik

Thomassen

Email: [***]

and

Mercury HoldCo AS

PO Box

124,

1325 Lysaker

Norway

Attention: Eirik Thomassen

Email: [***]

and

Mercury HoldCo Inc.

3300 North

Sam Houston Parkway East

Houston, TX 77032

Attention: Eirik Thomassen

Email: [***]

with a copy to

(which copy shall not constitute notice):

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth

Avenue, New York, NY 10001

Attention: Nicholas Dorsey, Douglas Dolan and Chris Fargo

Email: [***], [***] and [***]

Each Notice shall be deemed received on the date sent to the recipient thereof in accordance with this Section 4.02, if sent prior to

5:00 p.m. on a Business Day in the place of receipt; otherwise, such Notice shall be deemed not to have been received until the next succeeding Business Day.

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4.03 Permitted Transferees. To the extent that a Principal Holder (or an

applicable Permitted Transferee of such Principal Holder) validly transfers after the date hereof any or all of its Exchange Shares to a Permitted Transferee of such Person or to any other Person in a transaction not in contravention of, and in

accordance with, the Partnership Agreement, then the transferee thereof shall have the right to execute and deliver a joinder to this Agreement, in form and substance reasonably satisfactory to the Corporation. Upon execution of any such joinder,

such transferee shall, with respect to such transferred Exchange Shares, be entitled to all of the rights and bound by each of the obligations applicable to the relevant transferor hereunder; provided that the transferor shall remain entitled to all

of the rights and bound by each of the obligations with respect to Exchange Shares that were not so transferred.

4.04 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any

provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or entity or any circumstance, is found to be invalid or unenforceable in any

jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of

this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such

provision, or the application thereof, in any other jurisdiction.

4.05 Counterparts. This Agreement may be executed

(including by facsimile transmission with counterpart pages) in one or more counterparts, each of which shall be deemed an original and all of which shall, taken together, be considered one and the same agreement, it being understood that all

Parties need not sign the same counterpart.

4.06 Entire Agreement; No Third Party Beneficiaries. This Agreement together

with the Partnership Agreement, Tax Receivable Agreement, Stockholders’ Agreement and Registration Rights Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties

with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the Parties hereto and their Permitted Transferees, any rights or remedies hereunder.

4.07 Further Assurances. Each Party hereto shall execute, deliver, acknowledge and file such other documents (including tax

forms) and take such further actions as may be reasonably requested from time to time by any other Party hereto to give effect to and carry out the transactions contemplated herein.

4.08 Dispute Resolution. (a) Any and all disputes that cannot be settled amicably after good faith negotiations, including

any ancillary claims of any Party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the

validity, scope and enforceability of this arbitration provision) will be finally settled by arbitration conducted by a single arbitrator in New York, New

17

York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the Parties to the dispute fail to agree on the selection of an arbitrator within ten

Business Days of the receipt of the request for arbitration, the International Chamber of Commerce will make the appointment. The arbitrator will be a lawyer and will conduct the proceedings in the English language. Performance under this Agreement

will continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of

Section 4.08(a), a Party may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling another Party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, or

enforcing an arbitration award and, for the purposes of this paragraph (b), each Party (i) expressly consents to the application of Section 4.08(d) to any such action or proceeding, and (ii) agrees that proof will not be required

that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate.

(c) Each Party irrevocably consents to service of process by means of notice in the manner provided for in Section 4.02.

(d) (i) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT LOCATED IN THE STATE OF DELAWARE

AND THE COURT OF CHANCERY OF THE STATE OF DELAWARE (AND THE APPROPRIATE APPELLATE COURTS THEREFROM) FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 4.08, OR ANY JUDICIAL

PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or

preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The Parties acknowledge that the forum designated by this paragraph (d) has a reasonable relation to this Agreement, and to the Parties’ relationship

with one another.

(ii) The Parties hereby waive, to the fullest extent permitted by applicable law, any objection that they now or

hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section 4.08(d)(i) and such Parties agree not to plead or claim the same.

4.09 Governing Law. This Agreement and the rights of the Parties hereunder will be governed by, construed and enforced in

accordance with the laws of the State of Delaware without regard to conflicts of law principles thereof.

4.10 WAIVER OF JURY

TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

4.11 Amendments; Waivers. (a) No provision of this Agreement may be amended or waived unless such amendment or waiver is

approved by a majority of the Board of Directors of

18

the Corporation (including in such majority at least one director designee of each of BH and Akastor for so long as such party has the right to designate at least one director to such board

pursuant to the Stockholders’ Agreement), HMH B.V. and each of BH and Akastor AS (only to the extent they hold any Exchange Shares) and their respective Permitted Transferees.

(b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any

single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies

provided by law.

4.12 Assignment. Except as contemplated by Section 4.03 and except that the rights to have a legend

removed from a certificate representing shares of Restricted Corporation Class A Common Stock in accordance with Section 3.02(b) shall be deemed automatically assigned in connection with any transfer not prohibited hereunder, neither this

Agreement nor any of the rights or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the

benefit of and be enforceable by the Parties and their respective successors, continuations (including for tax purposes), assigns and Permitted Transferees (collectively, “Successors”). Any reference in this Agreement to a Party

includes a reference to such Party’s Successors (and, for the avoidance of doubt, in such case, Exchanges may be made in respect of an equity interest in HMH B.V.’s Successor).

4.13 Tax Treatment. The Parties to this Agreement intend that this Agreement shall be treated as part of the Partnership

Agreement pursuant to Section 761(c) of the Code and Treasury Regulation Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c). For U.S. federal and applicable state and

local income tax purposes, except as otherwise required by an applicable change in law or a final determination (as defined in Section 1313(a) of the Code): (a) the Parties hereto agree to treat any Exchanges effected by HMH B.V. as a

“disguised sale” of the Exchange Shares (to the extent the Exchange Shares consist of HMH B.V. Non-Voting Shares) to the Corporation under Section 707 of the Code; (b) the Parties hereto

will report any Exchanges consummated hereunder as a taxable sale of Exchange Shares by a Principal Holder to the Corporation, in which sale the consideration shall be the applicable Stock Consideration or Cash Consideration and any related payments

made to such Party under the Tax Receivable Agreement; and (c) no Party will take a contrary position on any income tax return, amendment thereof or communication with a taxing authority.

4.14 Withholding. The Corporation and HMH B.V. may deduct and withhold from any payments made under this Agreement with

respect to any Exchange (whether in the form of Stock Consideration or Cash Consideration) such amounts (or property) as it is required to deduct and withhold under applicable tax law; provided that the Corporation or HMH B.V., as applicable,

may, in its sole discretion, allow the Exchanging Principal Holder to pay such amounts owed on the Exchange in cash in lieu of the Corporation or HMH B.V., as applicable, withholding or deducting such amounts (or property). To the extent that

amounts are (or property is) so deducted or withheld and paid over to the appropriate Governmental Entity, the deducted or withheld amounts (or property) will be treated for all purposes of this Agreement as having been paid (or delivered) to the

Party in respect of which the deduction or withholding was made. The Parties will reasonably cooperate (including by providing any applicable forms to the Corporation or

19

HMH B.V., as applicable, prior to any Exchange) to reduce or eliminate any deduction or withholding that might otherwise be required with respect to any payments required to be made under this

Agreement. If the Corporation or HMH B.V. determines that any amounts by reason of any U.S. federal, state, local or non-U.S. tax laws or regulations are required to be deducted or withheld in respect of any

Exchange, the Corporation or HMH B.V., as the case may be, shall promptly notify the Exchanging Principal Holder in writing in advance of making any such deduction or withholding and shall consider in good faith any positions or alternative

arrangements that such Principal Holder raises that may reduce or eliminate any such deduction or withholding.

4.15 Distributions. No Exchange will impair the right of an Exchanging Principal Holder to receive any distributions

payable on the Exchange Shares so Exchanged in respect of a record date that occurs prior to the Closing for such Exchange (but for which payment had not yet been made at the time of such Closing), in which case such Exchanging Principal Holder will

retain, with respect to the Exchange Shares so Exchanged, only the right to be paid such earned but unpaid distribution at the time it is paid to other Principal Holders.

4.16 Effective Date. This Agreement shall become effective immediately upon the closing of the IPO and shall be of no force and

effect prior to the closing of the IPO.

[Signature pages follow]

20

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by

their respective authorized representatives as of the day and year first above written.

HMH HOLDING INC.

By:

/s/ Eirik Bergsvik

Name: Eirik Bergsvik

Title:  Chief Executive Officer

[Signature Page to Exchange Agreement]

HMH HOLDING B.V.

By:

/s/ Thomas W. McGee

Name: Thomas W. McGee

Title:  Chief Financial Officer

[Signature Page to Exchange Agreement]

BAKER HUGHES HOLDINGS LLC

By:

/s/ Daniel Horton

Name: Daniel Horton

Title:  Deputy Treasurer

[Signature Page to Exchange Agreement]

AKASTOR AS

By:

/s/ Øyvind Paaske

Name: Øyvind Paaske

Title:  Chair

MERCURY HOLDCO AS

By:

/s/ Øyvind Paaske

Name: Øyvind Paaske

Title:  Chair

MERCURY HOLDCO INC.

By:

/s/ Askel Matre

Name: Askel Matre

Title:  Director

[Signature Page to Exchange Agreement]

EX-10.3

EX-10.3

Filename: d100419dex103.htm · Sequence: 9

EX-10.3

Exhibit 10.3

Execution Version

PARTNERSHIP AGREEMENT

OF

HMH HOLDING B.V.

(with corporate seat in Amsterdam)

DATED AS OF April 2, 2026

THE

EQUITY INTERESTS IN HMH HOLDING B.V. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, AND ALL APPLICABLE LAW PERTAINING THERETO (THE “ACT”)

OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, THE ACT AND ANY SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY

NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE, THE ACT AND ANY OTHER APPLICABLE SECURITIES LAWS;

(II) THE TERMS AND CONDITIONS OF THIS PARTNERSHIP AGREEMENT; (III) THE ARTICLES OF ASSOCIATION; AND (IV) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE SOLE VOTING SHAREHOLDER AND THE APPLICABLE SHAREHOLDER (AS SUCH

TERMS ARE DEFINED IN THIS PARTNERSHIP AGREEMENT). THE EQUITY INTERESTS MAY NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH SUCH LAWS, THIS PARTNERSHIP AGREEMENT AND ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BY THE SOLE VOTING

SHAREHOLDER AND THE APPLICABLE SHAREHOLDER. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH EQUITY INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

2

SECTION 1.01

Definitions

2

SECTION 1.02

Interpretive Provisions

12

ARTICLE II ORGANIZATION OF THE PRIVATE LIMITED LIABILITY COMPANY

13

SECTION 2.01

Formation

13

SECTION 2.02

Filing

13

SECTION 2.03

Name

13

SECTION 2.04

Corporate Seat; Registered Office

13

SECTION 2.05

Principal Place of Business

13

SECTION 2.06

Purpose

13

SECTION 2.07

Term

13

SECTION 2.08

Intent

14

ARTICLE III OWNERSHIP AND CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

14

SECTION 3.01

Capital and Shares

14

SECTION 3.02

Authorized Equity Securities; General Provisions With Respect to Equity Securities and Debt Securities

14

SECTION 3.03

Voting Rights

19

SECTION 3.04

Capital Contributions; Share Ownership

20

SECTION 3.05

Capital Accounts

21

SECTION 3.06

Other Matters

21

SECTION 3.07

Redemption of Shares

22

ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES

22

SECTION 4.01

Profits and Losses

22

SECTION 4.02

Special Allocations

22

SECTION 4.03

Allocations for Tax Purposes in General

25

SECTION 4.04

Other Allocation Rules

25

ARTICLE V DISTRIBUTIONS

26

SECTION 5.01

Distributions

26

SECTION 5.02

Tax-Related Distributions

27

SECTION 5.03

Distribution Upon Withdrawal

27

SECTION 5.04

Issuance of Additional Equity Securities

28

ARTICLE VI BOARD, OFFICERS AND SHAREHOLDER CONSENT MATTERS

28

SECTION 6.01

Board

28

i

Page

SECTION 6.02

Removal and Resignation

29

SECTION 6.03

Meetings of the Board

29

SECTION 6.04

Action Without a Meeting

30

SECTION 6.05

Committees of the Board

30

SECTION 6.06

Required Shareholder Actions

30

SECTION 6.07

Officers; Designation and Election of Officers; Duties

31

SECTION 6.08

Removal of Officers; Vacancies

31

SECTION 6.09

Officers as Agents; Reliance by Third Parties

31

SECTION 6.10

Maintenance of Insurance or Other Financial Arrangements

32

SECTION 6.11

Reclassification Events of PubCo

32

SECTION 6.12

Certain Costs and Expenses

32

ARTICLE VII ROLE OF SHAREHOLDERS

33

SECTION 7.01

Rights or Powers

33

SECTION 7.02

Voting

33

SECTION 7.03

Corporate Opportunity

34

ARTICLE VIII TRANSFERS OF INTERESTS

35

SECTION 8.01

Restrictions on Transfer

35

SECTION 8.02

Notice of Transfer

36

SECTION 8.03

Transferee Shareholders

37

SECTION 8.04

Legend

37

ARTICLE IX ACCOUNTING; CERTAIN TAX MATTERS

37

SECTION 9.01

Books of Account

37

SECTION 9.02

Tax Elections

38

SECTION 9.03

Tax Returns; Information

38

SECTION 9.04

Certain Tax Matters

39

SECTION 9.05

Withholding Tax Payments and Obligations

42

SECTION 9.06

Contributed Deferred Tax Assets

43

ARTICLE X DISSOLUTION AND TERMINATION

44

SECTION 10.01

Liquidating Events

44

SECTION 10.02

Bankruptcy

45

SECTION 10.03

Procedure

45

SECTION 10.04

Distributions in Cash or in Kind

46

SECTION 10.05

Claims of Shareholders

46

SECTION 10.06

Notices of Dissolution

47

SECTION 10.07

Reasonable Time for Winding Up

47

SECTION 10.08

No Deficit Restoration Obligation

47

ARTICLE XI EXCULPATION AND INDEMNIFICATION

47

SECTION 11.01

Fiduciary Duties

47

ii

Page

SECTION 11.02

Exculpation

48

SECTION 11.03

Indemnification

48

SECTION 11.04

Survival

50

SECTION 11.05

Entry Into Force

50

SECTION 11.06

No Exclusivity

50

SECTION 11.07

Assets for Indemnification

50

SECTION 11.08

Covered Parties

50

ARTICLE XII MISCELLANEOUS

50

SECTION 12.01

Notices

50

SECTION 12.02

Counterparts

52

SECTION 12.03

Entire Agreement

52

SECTION 12.04

Governing Law

52

SECTION 12.05

Severability

52

SECTION 12.06

Successors and Assigns

53

SECTION 12.07

Headings

53

SECTION 12.08

Resolution of Disputes

53

SECTION 12.09

Expenses

54

SECTION 12.10

Amendments; Waivers

54

SECTION 12.11

Further Assurances

55

SECTION 12.12

Certain Representations by Shareholders

55

SECTION 12.13

Rights of Shareholders Independent

55

SECTION 12.14

Large Company Regime

55

SECTION 12.15

Representation By Counsel; Interpretation

56

SECTION 12.16

No Third-Party Beneficiaries

56

iii

PARTNERSHIP AGREEMENT

OF

HMH HOLDING B.V.

This Partnership Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of

April 2, 2026, by and among HMH Holding B.V., a Netherlands private limited liability company (the “Company”), HMH Holding Inc., a Delaware corporation (“PubCo”), Akastor AS, a Norwegian private limited

liability company (“Akastor AS”), Mercury HoldCo Inc., a Delaware corporation (“Mercury US” and, together with Akastor AS, “Akastor”), and Baker Hughes Holdings LLC, a Delaware limited

liability company (“BH”), and each other Person who is or at any time becomes a Shareholder in accordance with the terms of this Agreement and the Act (together with Akastor and BH, the “Shareholders”).

RECITALS

WHEREAS, the

Company was formed on April 28, 2021 under the name “MHH Holding B.V.” pursuant to the execution of a notarial deed of incorporation by a Dutch civil law notary;

WHEREAS, the original shareholders of the Company unanimously consented to the change of the Company’s name from “MHH Holding

B.V.” to “HMH Holding B.V.”, which change of name was effected on February 17, 2022 by means of the execution of a notarial deed of amendment of the Company’s articles of association by a Dutch civil law notary;

WHEREAS, immediately prior to the adoption of this Agreement, the Company, BH, Akastor ASA, a Norwegian public limited liability company,

Akastor AS and Mercury US were parties to that certain Shareholders’ Agreement, initially entered into on October 1, 2021, and amended and restated as of February 8, 2024 (the “Existing Shareholders Agreement”);

WHEREAS, as part of a corporate reorganization undertaken immediately prior to the adoption of this Agreement in connection with the

initial public offering of PubCo, as described in PubCo’s Registration Statement on Form S-1 (File No. 333-281497) (the “Registration

Statement”), initially filed with the Commission on August 12, 2024, as amended and supplemented to date (the “Corporate Reorganization”), the equity interests in the Company were reclassified into four classes of

equity interests;

WHEREAS, it is contemplated that PubCo will, subject to the approval of its board of directors, issue PubCo

Class A Shares in an initial public offering pursuant to the Registration Statement (the “IPO”);

WHEREAS, Non-Voting Class A Shares and Non-Voting Class B Shares may be redeemed, at the election of the holder of such Shares (together with the surrender and delivery by

such holder of PubCo Class B Shares), for PubCo Class A Shares in accordance with the terms and conditions of that certain Exchange Agreement, dated as of the date hereof, by and among the Company, PubCo, Akastor AS, Mercury HoldCo AS, a

Norwegian private limited liability company (“Mercury Norway”), Mercury US and BH, as the same may be amended, supplemented or restated from time to time (the “Exchange Agreement”);

1

WHEREAS, the Shareholders desire that, in connection with the Corporate Reorganization,

PubCo becomes the sole voting shareholder of the Company (in its capacity as shareholder as well as in any other capacity, the “Sole Voting Shareholder”);

WHEREAS, pursuant to the terms of the Existing Shareholders Agreement, such Existing Shareholders Agreement shall terminate as of the date

hereof in connection with the IPO, and the Shareholders shall adopt this Agreement; and

WHEREAS, this Agreement shall supersede the

Existing Shareholders Agreement in its entirety as of the date hereof.

NOW THEREFORE, in consideration of the mutual covenants and

agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Existing Shareholders Agreement is hereby superseded in its entirety by this

Agreement and the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions. As used in this Agreement and any Exhibits attached to this Agreement, the following definitions

shall apply:

“Act” means the Dutch Civil Code (Nederlands Burgerlijk Wetboek) and all applicable Law pertaining

thereto.

“Adjusted Capital Account” means, with respect to any Shareholder, the Capital Account maintained for each

Shareholder, (a) increased by any amounts that such Shareholder is obligated to restore or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5), and (b) decreased by any amounts described in Treasury Regulation

Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Shareholder. The foregoing definition of “Adjusted Capital Account” is intended to comply with the provisions of

Treasury Regulation Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more

intermediaries, controls, is controlled by, or is under common control with, such first Person; provided that, for purposes of this Agreement, (a) no Shareholder shall be deemed an Affiliate of the Company or any of its Subsidiaries and

(b) none of the Company or any of its Subsidiaries shall be deemed an Affiliate of any Shareholder.

“Agreement”

is defined in the preamble to this Agreement.

“Akastor” is defined in the preamble to this Agreement.

“Akastor AS” is defined in the preamble to this Agreement.

2

“bankruptcy” is defined in Section 10.02.

“beneficially own” and “beneficial owner” shall be as defined in Rule

13d-3 of the rules promulgated under the Exchange Act.

“BH” is defined in the

preamble to this Agreement.

“Board” means the board of directors of the Company.

“Business Day” means any day except a Saturday, Sunday, or other day on which commercial banks in New York, New York are

required or authorized by law to close.

“Capital Account” means, with respect to any Shareholder, the Capital Account

maintained for such Shareholder in accordance with Section 3.05.

“Capital Contribution” means, with respect to

any Shareholder, the amount of cash and the initial Gross Asset Value of any property (other than cash) contributed to the Company by such Shareholder. Any reference to the Capital Contribution of a Shareholder will include any Capital Contributions

made by a predecessor holder of such Shareholder’s Shares to the extent that such Capital Contribution was made in respect of Shares Transferred to such Shareholder.

“Class A Distributions” is defined in Section 5.01(a).

“Class B Distributions” is defined in Section 5.01(a).

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Commission” means the U.S. Securities and Exchange Commission, including any governmental body or agency succeeding to the

functions thereof.

“Company” is defined in the preamble to this Agreement.

“Company Articles” means the Company’s articles of association as they may read from time to time.

“Company Class A Shares” means, collectively, the Voting Class A Shares and the Non-Voting Class A Shares.

“Company Class B Shares” means,

collectively, the Voting Class B Shares and the Non-Voting Class B Shares.

“Company Level Taxes” means any U.S. federal, state, local or non-U.S. taxes,

additions to tax, penalties and interest payable by the Company or any of its Subsidiaries as a result of any examination of the Company’s or any of its Subsidiaries’ affairs by any U.S. federal, state, local or non-U.S. tax authorities, including resulting administrative and judicial proceedings under the Partnership Tax Audit Rules.

3

“Company Minimum Gain” has the meaning assigned to the term

“partnership minimum gain” set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). It is further understood that Company Minimum Gain shall

be determined in a manner consistent with the rules of Treasury Regulations Section 1.704-2(b)(2), including the requirement that if the adjusted Gross Asset Value of property subject to one or more

Nonrecourse Liabilities differs from its adjusted tax basis, Company Minimum Gain shall be determined with reference to such Gross Asset Value.

“Company Representative” has, with respect to taxable periods beginning after December 31, 2017, the meaning assigned

to the term “partnership representative” set forth in Section 6223 of the Code and any “designated individual,” if applicable, as defined in the Treasury Regulations promulgated thereunder (including, in each case, any

similar capacity or role under relevant state or local law), and, with respect to taxable periods beginning on or before December 31, 2017, the meaning assigned to “tax matters partner” set forth in Section 6231(a)(7) of the

Code prior to its amendment by Title XI of the Bipartisan Budget Act of 2015 (including, any similar capacity or role under relevant state or local law), as appointed pursuant to Section 9.04.

“Company Voting Shares” means, collectively, the Voting Class A Shares and the Voting Class B Shares.

“control” (including the terms “controlled by” and “under common control with”), of a

Person means the direct or indirect possession of (i) more than 50% of the ordinary voting power for the election of directors (or comparable positions in the case of partnerships and limited liability companies) of such Person, or

(ii) the power to direct or cause the direction of the management and policies of such Person, whether by ownership of voting securities, by contract or otherwise. For the avoidance of doubt, the possession of only consent or approval rights

with respect to the actions or decision of a Person does not constitute control of such Person.

“Corporate

Reorganization” is defined in the recitals to this Agreement.

“Covered Audit Adjustment” means an adjustment

to any partnership-related item (within the meaning of Section 6241(2)(B) of the Code) to the extent such adjustment results in an “imputed underpayment” as described in Section 6225(b) of the Code or any analogous provision of

state or local Law.

“Debt Securities” means any and all debt instruments or debt securities of any member of the PubCo

Holdings Group that are not convertible or exchangeable into Equity Securities of any member of the PubCo Holdings Group.

“Depreciation” means, for each Fiscal Year or other taxable period, an amount equal to the depreciation, amortization or

other cost recovery deduction (excluding depletion) allowable with respect to an asset for such Fiscal Year or other taxable period, except that (a) with respect to any such property the Gross Asset Value of which differs from its adjusted tax

basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such

Fiscal Year or other taxable period shall be the amount of book basis recovered for such Fiscal Year or other taxable period under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and

(b)

4

with respect to any other such property the Gross Asset Value of which differs from its adjusted tax basis for U.S. federal income tax purposes at the beginning of such Fiscal Year or other

taxable period, Depreciation shall be an amount that bears the same ratio to such beginning Gross Asset Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other taxable period

bears to such beginning adjusted tax basis; provided, however, that if the adjusted tax basis for U.S. federal income tax purposes of an asset at the beginning of such Fiscal Year or other taxable period is zero, Depreciation with

respect to such asset shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.

“Director” is defined in Section 6.01(a).

“Economic Risk of Loss” has the meaning set forth in Treasury Regulation

Section 1.752-2(a).

“Effective Time” means 12:01 a.m. Central Daylight

Time on the date of the initial closing of the IPO.

“Equity Securities” means (a) with respect to a partnership,

limited liability company or similar Person, any and all shares, interests, rights to purchase, warrants, options or other equivalents of, or other ownership interests in, any such Person as well as debt or equity instruments convertible,

exchangeable or exercisable into any such shares, interests, rights or other ownership interests and (b) with respect to a corporation, any and all shares, interests, participation or other equivalents (however designated) of corporate stock,

including all common stock and preferred stock, or warrants, options or other rights to acquire any of the foregoing, including any debt instrument convertible or exchangeable into any of the foregoing.

“ERISA” means the Employee Retirement Security Act of 1974, as amended.

“Excess Tax Amount” is defined in Section 9.05(c).

“Exchange Act” means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, as the same

may be amended from time to time (or any corresponding provisions of succeeding Law).

“Exchange Agreement” is defined

in the recitals to this Agreement.

“Exchange Rate” is defined in the Exchange Agreement.

“Existing Shareholders Agreement” is defined in the recitals to this Agreement.

“Fair Market Value” means the fair market value of any property as reasonably determined by the Board after taking into

account such factors as the Board shall deem appropriate.

“Fiscal Year” means the fiscal year of the Company, which

shall end on December 31 of each calendar year unless, for U.S. federal income tax purposes, another fiscal year is required. The Company shall have the same fiscal year for U.S. federal income tax purposes and for accounting purposes.

5

“GAAP” means U.S. generally accepted accounting principles at the time.

“General Meeting” means the corporate body that consists of all Shareholders with voting rights or where a meeting of

holders of shares of a specific class is to adopt a resolution, with voting rights at that meeting, pledgees with voting rights and usufructuaries with voting rights, or the meeting in which shareholders and pledgees and usufructuaries with the

right to attend and speak at a meeting of shareholders pursuant to the Act or the Company Articles, assemble.

“Good

Faith” means a Person having acted in good faith and in a manner such Person reasonably believed to be in, or not opposed to, the best interests of the Company.

“Governmental Entity” means any U.S. federal, national, supranational, state, provincial, local, non-U.S. or other government, governmental, stock exchange, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body.

“Gross Asset Value” means, with respect to any asset, such asset’s adjusted tax basis for U.S. federal income tax

purposes, except as follows:

(i) the initial Gross Asset Value of any asset contributed by a Shareholder to the

Company shall be the gross Fair Market Value of such asset as of the date of such contribution;

(ii) the Gross Asset

Values of all Company assets shall be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Shareholder in

exchange for more than a de minimis Capital Contribution to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Company; (ii) the distribution by the Company to a Shareholder

of more than a de minimis amount of Company assets as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury Regulations

Section 1.704-1(b)(2)(ii)(g)(1); (iv) the acquisition of an interest in the Company by any new or existing Shareholder upon the exercise of a noncompensatory option in accordance with Treasury Regulations

Section 1.704-1(b)(2)(iv)(s); or (v) any other event to the extent determined by the Board to be permitted and necessary or appropriate to properly reflect Gross Asset Values in accordance with the

standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q); provided, however, that adjustments pursuant to subclauses (i), (ii) and (iv) above shall be made only if the Board reasonably determines that such adjustments are

necessary or appropriate to reflect the relative economic interests of the Shareholders in the Company. If any noncompensatory options are outstanding upon the occurrence of an event described in subclauses (i) through (v) above, the Company

shall adjust the Gross Asset Values of its properties in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2);

(iii) the Gross Asset Value of any Company asset distributed to any Shareholder shall be adjusted to equal the gross Fair

Market Value of such asset on the date of such distribution;

6

(iv) the Gross Asset Values of Company assets shall be increased (or

decreased) to reflect any adjustments to the adjusted tax basis of such assets pursuant to Code Section 734(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)),

but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and clause (f) in the definition of

“Profits” or “Losses” below or Section 4.02(h); provided, however, that the Gross Asset Value of a Company asset shall not be adjusted pursuant to this clause (d) to the extent the Board determines that an

adjustment pursuant to clause (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d); and

(v) if the Gross Asset Value of a Company asset has been determined or adjusted pursuant to clauses (i), (ii) or

(iv) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits, Losses and other items allocated pursuant to Article IV.

“Hybrid Exchange Option” is defined in the recitals of the Exchange Agreement.

“Indemnified Party” and “Indemnified Parties” are defined in Section 11.02(a).

“Interest” means the entire interest of a Shareholder in the Company, including the Shares and all of such

Shareholder’s rights, powers and privileges under this Agreement, the Act and the Company Articles.

“IPO” is

defined in the recitals to this Agreement.

“Law” means any federal, national, supranational, state, provincial, local

or similar statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law).

“Liability” means any liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent,

accrued or unaccrued, liquidated or unliquidated and whether due or to become due, regardless of when asserted.

“Liquidating

Event” is defined in Section 10.01.

“Mercury Norway” is defined in the recitals to this Agreement.

“Mercury US” is defined in the preamble to this Agreement.

“Nonrecourse Deductions” has the meaning assigned to that term in Treasury Regulations

Section 1.704-2(b)(1).

“Nonrecourse Liability” has the meaning assigned

to that term in Treasury Regulations Section 1.704-2(b)(3).

7

“Non-U.S. Operations” means the

operations of the Company and its Subsidiaries organized in jurisdictions other than the United States (as defined in Section 7701(a)(9) of the Code).

“Non-Voting Class A Shares” means the Class A ordinary

shares of the Company, which are entitled to distributions that are attributable to the Company’s U.S. Operations pursuant to Article IV and, pursuant to Section 3.03, do not entitle the holder to any voting rights in the Company’s

General Meeting, but do entitle the holder to voting rights in the meeting of holders of Non-Voting Class A Shares.

“Non-Voting Class B Shares” means the Class B ordinary

shares of the Company, which are entitled to distributions that are attributable to the Company’s Non-U.S. Operations pursuant to Article IV and, pursuant to Section 3.03, do not entitle the holder

to any voting rights in the Company’s General Meeting, but do entitle the holder to voting rights in the meeting of holders of Non-Voting Class B Shares.

“Officer” and “Officers” are defined in Section 6.07.

“Partnership Tax Audit Rules” means Sections 6221 through 6241 of the Code, together with any final, temporary or, to the

extent taxpayers are permitted to rely on them, proposed Treasury Regulations, Revenue Rulings and case law interpreting Sections 6221 through 6241 of the Code (and any analogous provision of Dutch, state or local tax Law).

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust,

unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Plan Asset Regulations” means the regulations issued by the U.S. Department of Labor at

Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations as the same may be amended from time to time.

“Proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative

or investigative.

“Profits” or “Losses” means, for each Fiscal Year or other taxable period, an

amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be separately stated

pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication):

(i) any income or gain of the Company that is exempt from U.S. federal income tax or otherwise described in

Section 705(a)(1)(B) of the Code and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss;

(ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as

Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses, shall be subtracted

from such taxable income or loss;

8

(iii) if the Gross Asset Value of any Company asset is adjusted

pursuant to clause (ii) or (iii) of the definition of Gross Asset Value above, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the Company asset) or an item of loss (if the

adjustment decreases the Gross Asset Value of the Company asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section 4.02, be taken into account for purposes of computing Profits or Losses;

(iv) gain or loss resulting from any disposition of Company assets with respect to which gain or loss is recognized for

U.S. federal income tax purposes shall be computed with reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(v) in lieu of the depreciation, amortization and other cost recovery deductions (excluding depletion) taken into account

in computing such taxable income or loss, there shall be taken into account Depreciation;

(vi) to the extent an

adjustment to the adjusted tax basis of any asset pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in

determining Capital Account balances as a result of a distribution other than in liquidation of a Shareholder’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis

of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) any items of income, gain, loss or deduction that are specifically allocated pursuant to the provisions of

Section 4.02 shall not be taken into account in computing Profits or Losses for any taxable year, but such items available to be specially allocated pursuant to Section 4.02 will be determined by applying rules analogous to those set forth

in clauses (i) through (vi) above.

“PubCo” is defined in the recitals to this Agreement.

“PubCo Class A Shares” means, as applicable, (a) the Class A common stock, par value

$0.01 per share, of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in

consideration for the PubCo Class A Shares or into which the PubCo Class A Shares are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

“PubCo Class B Shares” means, as applicable, (a) the Class B common stock, par value

$0.01 per share, of PubCo or (b) following any consolidation, merger, reclassification or other similar event involving PubCo, any shares or other securities of PubCo or any other Person or cash or other property that become payable in

consideration for the PubCo Class B Shares or into which the PubCo Class B Shares are exchanged or converted as a result of such consolidation, merger, reclassification or other similar event.

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“PubCo Holdings Group” means PubCo and each Subsidiary of PubCo (other

than the Company and its Subsidiaries).

“PubCo Shares” means all classes and series of common stock of PubCo,

including the PubCo Class A Shares and the PubCo Class B Shares.

“Public Offering” means an underwritten

offering and sale of securities to the public pursuant to a registration statement, including a “bought” deal or “overnight” public offering.

“Quorum” is defined in Section 6.03(c).

“Reclassification Event” means any of the following: (a) any reclassification or recapitalization of PubCo Shares

(other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 3.02(e) through Section 3.02(j)), (b) any merger,

consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of

which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

“Redemption Request” is defined in Section 2.01(a)(ii) of the Exchange Agreement.

“Registration Rights Agreement” means that certain Registration Rights Agreement, by and among PubCo, Akastor AS, Mercury

US and BH, to be entered into concurrently with the closing of the IPO.

“Registration Statement” is defined in the

recitals to this Agreement.

“Regulatory Allocations” is defined in Section 4.02(i).

“Relevant Shareholder” is defined in Section 9.04(g).

“Schedule K-1” is defined in Section 9.03.

“Schedule K-3” is defined in Section 9.03.

“Secondary Indemnitors” is defined in Section 11.03(f).

“Securities Act” means the Securities Act of 1933, and the rules and regulations promulgated thereunder, as the same may be

amended from time to time (or any corresponding provisions of succeeding law).

“Shareholder” is defined in the

recitals to this Agreement.

“Shareholder Minimum Gain” has the meaning assigned to the term “partner nonrecourse

debt minimum gain” set forth in Treasury Regulations Section 1.704-2(i). It is further

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understood that the determination of Shareholder Minimum Gain and the net increase or decrease in Shareholder Minimum Gain shall be made in the same manner as required for such determination of

Company Minimum Gain under Treasury Regulations Sections 1.704-2(d) and 1.704-2(g)(3).

“Shareholder Nonrecourse Debt” has the meaning assigned to the term “partner nonrecourse debt” set forth in

Treasury Regulations Section 1.704-2(b)(4).

“Shareholder Nonrecourse

Deductions” has the meaning assigned to the term “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and

1.704-2(i)(2).

“Shareholder Tax-Related

Liabilities” means, with respect to any Shareholder, any U.S. federal, state, local or non-U.S. tax obligations (including any Company Level Taxes for which such Shareholder is liable hereunder) owed

by such Shareholder with respect to its allocable share of income of the Company.

“Shares” means, collectively, the

Voting Class A Shares, the Voting Class B Shares, the Non-Voting Class A Shares and the Non-Voting Class B Shares, in each case, as issued pursuant

to a notarial deed of issuance by a Dutch civil law notary and subject to this Agreement (including the transactions pursuant to the Corporate Reorganization), and shall also include any Equity Security of the Company issued in respect of or in

exchange for Shares, whether by way of dividend or other distribution, split, recapitalization, merger, rollup transaction, consolidation, conversion or reorganization.

“Sole Voting Shareholder” is defined in the recitals to this Agreement.

“Subsidiary” means any Person in which the Company owns, directly or indirectly, stock or other shares or interests

possessing fifty percent (50%) or more of the total combined voting power of such Person or otherwise has the power to direct the management and policies of such Person, whether through ownership of shares, by contract or otherwise.

“Tax Contribution Obligation” is defined in Section 9.05(c).

“Tax Offset” is defined in Section 9.05(c).

“TRA” means that certain Tax Receivable Agreement, dated as of the date hereof, by and among the Company, PubCo, Akastor

AS, Mercury Norway, Mercury US and BH, as the same may be amended, supplemented or restated from time to time.

“Transaction

Agreement” is defined in Section 9.06.

“Transfer” means, when used as a noun, any voluntary or

involuntary, direct or indirect (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer of Equity Securities of the Transferor, by operation of law or otherwise), transfer, sale,

pledge or hypothecation or other disposition and, when used as a verb, voluntarily or involuntarily, directly or indirectly (whether through a change of control of the Transferor or any Person that controls the Transferor, the issuance or transfer

of Equity Securities

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of the Transferor or any Person that controls the Transferor, by operation of law or otherwise), to transfer, sell, pledge or hypothecate or otherwise dispose of. The terms

“Transferee,” “Transferor,” “Transferred” and other forms of the word “Transfer” shall have the correlative meanings.

“Treasury Regulations” means the final or temporary regulations promulgated by the United States Department of the Treasury

under the Code.

“U.S. Operations” means the operations of the Company’s Subsidiaries organized in the United

States (as defined in Section 7701(a)(9) of the Code).

“Voting Class A Shares” means the

Class A ordinary shares of the Company, which entitle the holder thereof to one vote per share pursuant to Section 3.03 and are entitled to distributions that are attributable to the Company’s U.S. Operations pursuant to Article IV.

“Voting Class B Shares” means the Class B ordinary shares of the Company, which entitle the

holder thereof to one vote per share pursuant to Section 3.03 and are entitled to distributions that are attributable to the Company’s Non-U.S. Operations pursuant to Article IV.

“Winding-Up Shareholder” is defined in Section 10.03(a).

SECTION 1.02 Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless

the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such

reference is to an Article, Section, Exhibit or Schedule (as applicable) of this Agreement unless otherwise indicated;

(b) the

table of contents and headings contained in this Agreement are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Agreement;

(c) the words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import

when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, unless otherwise indicated;

(d) the word “extent” in the phrase “to the extent” when used in this Agreement means the degree to which a

subject or other thing extends, and not simply “if”;

(e) the word “or” when used in this Agreement is

disjunctive and not exclusive;

(f) the word “including” is not limiting and means “including without

limitation”;

(g) all accounting terms not otherwise defined herein have the meanings assigned under GAAP;

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(h) all references to currency, monetary values and dollars set forth herein shall

mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars, unless expressly provided otherwise;

(i) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms; and

(j) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

ARTICLE II

ORGANIZATION OF

THE PRIVATE LIMITED LIABILITY COMPANY

SECTION 2.01 Formation. The Company has been formed as a Dutch private

limited liability company (Dutch: besloten vennootschap met beperkte aansprakelijkheid (B.V.)) subject to the provisions of the Act, the Company Articles and upon the terms, provisions and

conditions set forth in this Agreement.

SECTION 2.02 Filing. The Company Articles are filed with the Dutch Trade

Register in accordance with the Act. The Shareholders shall execute such further documents (including amendments to the Company Articles) and take such further action as is appropriate to comply with the requirements of Law for the formation or

operation of a private limited liability company in the Netherlands and in all states and counties where the Company may conduct its business.

SECTION 2.03 Name. The name of the Company is “HMH Holding B.V.”, and all business of the Company shall be

conducted in such name or, in the discretion of the Board, under any other name.

SECTION 2.04 Corporate Seat; Registered

Office. The Company’s corporate seat is in Amsterdam, the Netherlands. The location of the registered office of the Company is Weerdestein 97, 1083 GG Amsterdam, the Netherlands, or at such other place as the Board from time to time may

select.

SECTION 2.05 Principal Place of Business. The principal place of business of the Company shall be located in

such place in the Netherlands as is determined by the Board from time to time.

SECTION 2.06 Purpose. The Company is

formed for the purpose and object of engaging in any and all lawful activities permitted under the Act and as further described in the Company Articles. The Company shall have the power and authority to take any and all actions and engage in any and

all activities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing objects.

SECTION 2.07 Term. The term of the Company commenced on April 28, 2021 and shall continue in full force and effect

perpetually. The Company may be dissolved and its affairs wound up only in accordance with Article X, the Act and the Company Articles.

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SECTION 2.08 Intent. It is the intent of the Shareholders that the Company

be operated in a manner consistent with its treatment as a “partnership” solely for U.S. federal (and applicable state and local) income tax purposes. It is also the intent of the Shareholders that the Company not be operated or treated

as a “partnership” for any other purpose. Neither the Company nor any Shareholder shall take any action inconsistent with the express intent of the parties hereto as set forth in this Section 2.08.

ARTICLE III

OWNERSHIP AND

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

SECTION 3.01 Capital and Shares.

(a) Generally. The ownership interests of the Shareholders in the Company are divided into, and represented by, the Shares, each

having the rights and obligations specified in this Agreement.

(b) Classes. The Shares are initially divided into the

following classes, each such Share having a nominal value of 0.00001 euro (EUR 0.00001) and having the following numbering:

(i) the Non-Voting Class A Shares, which are numbered from NVA1 onwards;

(ii) the Non-Voting Class B Shares, which are numbered from NVB1

onwards;

(iii) the Voting Class A Shares, which are numbered from VA1 onwards; and

(iv) the Voting Class B Shares, which are numbered from VB1 onwards.

SECTION 3.02 Authorized Equity Securities; General Provisions With Respect to Equity Securities and Debt Securities.

(a) Subject to the provisions of this Agreement, the Company shall be authorized to issue from time to time such number of Shares and

other Equity Securities as the Board shall determine in accordance with Section 3.04. Each authorized Share and other Equity Security may be issued pursuant to such agreements as the Board shall approve. The Company may dispose of any Shares or

other Equity Securities that have been repurchased or acquired by the Company.

(b) Except to the extent explicitly provided

otherwise herein (including pursuant to Section 3.04), each outstanding Voting Class A Share, Voting Class B Share, Non-Voting Class A Share and

Non-Voting Class B Share shall be identical to each other Voting Class A Share, Voting Class B Share, Non-Voting Class A Share and Non-Voting Class B Share, respectively.

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(c) The Shares are in registered form and none of the Shares or other Equity

Securities will be represented by certificates.

(d) The Shareholders as of the date hereof are set forth on Exhibit A. The

Board shall keep a shareholders’ register as referred to in article 2:194 of the Act. The total number of Shares issued and the number of Shares held by each Shareholder or the Company, if applicable, as of the date hereof is set forth in the

Company’s shareholders’ register and in the books and records of the Company. Any other Equity Securities issued and outstanding and held by each Shareholder as of the date hereof is set forth in the books and records of the Company. The

Board shall update such shareholders’ register and books and records from time to time to reflect any Transfers of Interests, the issuance of additional Shares or other Equity Securities and, subject to Section 12.10(a), subdivisions or

combinations of a given class of Shares made in compliance with Section 3.02(k), in each case, in accordance with the terms of this Agreement.

(e) If, at any time after the Effective Time, PubCo issues a PubCo Class A Share:

(i) to the Company in order to fund the acquisition or cancellation, pursuant to a Redemption Request, by the Company

from a Shareholder (other than PubCo) of Non-Voting Class A Shares and Non-Voting Class B Shares, then the Company shall issue to PubCo a number of Voting

Class A Shares and Voting Class B Shares, or other economically equivalent Equity Securities, equal to the number of such Non-Voting Class A Shares and

Non-Voting Class B Shares so acquired or cancelled by the Company;

(ii) to any Person in exchange for cash in order to fund the acquisition or cancellation, pursuant to a Redemption

Request, by the Company from a Shareholder (other than PubCo), of Non-Voting Class A Shares and Non-Voting Class B Shares, then PubCo shall contribute to the

Company the net proceeds, if any, received by PubCo for such PubCo Class A Share, and the Company shall issue to PubCo a number of Voting Class A Shares and Voting Class B Shares, or other economically equivalent Equity Securities,

equal to the number of such Non-Voting Class A Shares and Non-Voting Class B Shares so acquired or cancelled by the Company;

(iii) to a Shareholder (other than PubCo) for PubCo to acquire, pursuant to a Redemption Request, Non-Voting Class A Shares and Non-Voting Class B Shares from such Shareholder, then the Non-Voting Class A Shares and Non-Voting Class B Shares so acquired shall be cancelled, and the Company shall issue to PubCo a number of Voting Class A Shares and Voting Class B Shares, or other economically equivalent Equity

Securities, equal to the number of such Non-Voting Class A Shares and Non-Voting Class B Shares so cancelled;

(iv) to any Person in exchange for cash in order to fund the acquisition, pursuant to a Redemption Request, by PubCo from

a Shareholder (other than PubCo), of Non-Voting Class A Shares and Non-Voting Class B Shares, then the Non-Voting

Class A Shares and Non-Voting Class B Shares so acquired shall be cancelled and the Company shall issue to PubCo a number of Voting Class A Shares and Voting Class B Shares, or other

economically equivalent Equity Securities, equal to the number of such Non-Voting Class A Shares and Non-Voting Class B Shares so cancelled;

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(v) to Mercury Norway or Akastor AS (or one of their transferees) to

acquire, pursuant to the Hybrid Exchange Option, shares of Mercury US from Mercury Norway and Non-Voting Class B Shares from Akastor AS, then the Non-Voting

Class B Shares so acquired shall be cancelled, and the Company shall issue to PubCo a number of Voting Class B Shares, or other economically equivalent Equity Securities, equal to the number of such

Non-Voting Class B Shares so cancelled;

(vi) to any Person in exchange

for cash in order to fund the acquisition, pursuant to the Hybrid Exchange Option, by PubCo of shares of Mercury US from Mercury Norway and Non-Voting Class B Shares from Akastor AS, then the Non-Voting Class B Shares so acquired shall be cancelled, and the Company shall issue to PubCo a number of Voting Class B Shares, or other economically equivalent Equity Securities, equal to the number of

such Non-Voting Class B Shares so cancelled;

(vii) to any Person in

exchange for cash to be used to fund the acquisition by PubCo of the Equity Securities of any Person or the assets and liabilities of any Person, then PubCo shall contribute to the Company such Equity Securities or such assets and liabilities, and

with respect to each such PubCo Class A Share so issued, the Company shall issue to PubCo a number of pairs of Voting Class A Shares and Voting Class B Shares, or other economically equivalent Equity Securities, equal to the inverse

of the Exchange Rate in effect at the time of such issuance;

(viii) to any Person pursuant to any long-term

incentive plan, phantom incentive award or other equity award, then PubCo shall contribute to the Company the net proceeds, if any, received in connection with such issuance and with respect to each such PubCo Class A Share so issued, the

Company shall issue to PubCo a number of pairs of Voting Class A Shares and Voting Class B Shares, or other economically equivalent Equity Securities, equal to the inverse of the Exchange Rate in effect at the time of such issuance; or

(ix) to any Person in exchange for cash or other property for any purpose not described in clauses (i) through

(viii) of this Section 3.02(e), then PubCo shall contribute to the Company the net cash or other proceeds, if any, and with respect to each such PubCo Class A Share so issued, the Company shall issue to PubCo a number of pairs of Voting

Class A Shares and Voting Class B Shares, or other economically equivalent Equity Securities, equal to the inverse of the Exchange Rate in effect at the time of such issuance;

This Section 3.02(e) shall not apply (A) to the issuance and distribution to holders of PubCo Shares of rights to purchase Equity

Securities of PubCo under a “poison pill” or similar shareholders rights plan (and upon any redemption of Non-Voting Class A Shares and Non-Voting

Class B Shares for PubCo Class A Shares, such PubCo Class A Shares will be issued together with a corresponding right under such plan) or (B) to the issuance under PubCo’s employee benefit plans of any warrants, phantom

incentive awards, options, other

16

rights to acquire Equity Securities of PubCo or rights or property that may be converted into or settled in Equity Securities of PubCo, but shall in each of the foregoing cases apply to the

issuance of Equity Securities of PubCo in connection with the exercise or settlement of such rights, warrants, phantom incentive awards, options or other rights or property.

(f) Except pursuant to the Exchange Agreement, (i) the Company may not issue any additional Voting Class A Shares and Voting

Class B Shares to any member of the PubCo Holdings Group unless substantially simultaneously therewith a member of the PubCo Holdings Group issues or sells an equal number of newly-issued PubCo Class A Shares to another Person, and

(ii) the Company may not issue any other Equity Securities of the Company to any member of the PubCo Holdings Group unless substantially simultaneously a member of the PubCo Holdings Group issues or sells, to another Person, an equal number of

newly-issued shares of a new class or series of Equity Securities of PubCo or such member of the PubCo Holdings Group with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into

account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of the Company.

(g) If at any time any member of the PubCo Holdings Group issues Debt Securities, such member of the PubCo Holdings Group shall transfer

to the Company (in a manner to be determined by the Board in its reasonable discretion) the proceeds received by such member of the PubCo Holdings Group in exchange for such Debt Securities (or if such proceeds are used to fund the direct or

indirect acquisition by a member of the PubCo Holdings Group of any Person or the assets of any Person, then such Person or the material assets and liabilities of such Person) in a manner that directly or indirectly burdens the Company with the

repayment of the Debt Securities.

(h) If, at any time after the Effective Time, PubCo issues Equity Securities (other than PubCo

Class A Shares or PubCo Class B Shares), PubCo shall contribute to the Company (as a payment for the Equity Securities to be issued by the Company as referred to hereafter in this Section 3.02(h)) in a manner to be determined by the

Board in its reasonable discretion) the proceeds received by PubCo in connection with such issuance and with respect to each Equity Security so issued (or if such proceeds are used to fund the direct or indirect acquisition by PubCo of any Person or

the assets of any Person, then such Person or the material assets and liabilities of such Person), and with respect to each such Equity Security so issued, the Company shall issue to PubCo a number of economically equivalent Equity Securities with

substantially the same rights to dividends and distributions (including distributions upon liquidation but taking into account differences as a result of any tax or other liabilities borne by PubCo) in a manner that directly or indirectly provides

the Company with the burdens and benefits of each such Equity Security.

(i) If any Equity Security outstanding at PubCo is

exercised or otherwise converted or exchanged and, as a result, any PubCo Class A Shares or other Equity Securities of PubCo are issued, (A) the corresponding Equity Security outstanding at the Company shall be similarly exercised or

otherwise converted or exchanged, as applicable, and an equivalent number of Voting Class A Shares and Voting Class B Shares, or other Equity Securities of the Company, shall be issued to the PubCo Holdings Group as contemplated by the

first sentence of Section 3.02(f), and (B) the PubCo Holdings Group shall concurrently contribute to the Company the net proceeds, if any, received by the PubCo Holdings Group from any such exercise.

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(j) No member of the PubCo Holdings Group may redeem, repurchase or otherwise acquire

(other than from another member of the PubCo Holdings Group) (i) any PubCo Class A Shares (including upon forfeiture of any unvested PubCo Class A Shares) unless substantially simultaneously the Company redeems, repurchases or

otherwise acquires from the PubCo Holdings Group an equal number of pairs of Voting Class A Shares and Voting Class B Shares for the same price per pair of Voting Class A Shares and Voting Class B Shares or (ii) any other

Equity Securities of PubCo (other than PubCo Class B Shares), unless substantially simultaneously the Company redeems, repurchases or otherwise acquires from the PubCo Holdings Group an equal number of Equity Securities of the Company of a

corresponding class or series with substantially the same rights to dividends and distributions (including distributions upon liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other

economic rights as those of such Equity Securities of PubCo for the same price per security. The Company may not redeem, repurchase or otherwise acquire, except pursuant to Section 3.02(l), (x) any pairs of Voting Class A Shares and Voting

Class B Shares from the PubCo Holdings Group unless substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires an equal number of PubCo Class A Shares for the same price per security from holders

thereof, or (y) any other Equity Securities of the Company from the PubCo Holdings Group unless substantially simultaneously the PubCo Holdings Group redeems, repurchases or otherwise acquires for the same price per security an equal number of

Equity Securities of PubCo of a corresponding class or series with substantially the same rights to dividends and distributions (including distribution upon liquidation, but taking into account differences resulting from any tax or other liabilities

borne by PubCo) and other economic rights as those of such Equity Securities of PubCo. Notwithstanding the foregoing, to the extent that any consideration payable by the PubCo Holdings Group in connection with the redemption or repurchase of any

PubCo Class A Shares or other Equity Securities of PubCo consists (in whole or in part) of PubCo Class A Shares or such other Equity Securities (including, for the avoidance of doubt, in connection with the cashless exercise of an option

or warrant), then the redemption or repurchase of the corresponding number of pairs of Voting Class A Shares and Voting Class B Shares or other Equity Securities of the Company shall be effectuated in an equivalent manner.

(k) In the event that PubCo effects any subdivision (by any equity split, equity distribution, reclassification, recapitalization or

otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of its outstanding PubCo Shares, the Company shall effect an identical subdivision or combination, as applicable, of the outstanding Shares or other

Equity Securities of the Company. Conversely, the Company shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split,

reclassification, recapitalization or otherwise) of the outstanding Shares or other Equity Securities of the Company unless accompanied by an identical subdivision or combination, as applicable, of the related outstanding PubCo Shares, with

corresponding changes made with respect to any other exchangeable or convertible securities. Unless in connection with any action taken pursuant to Section 3.02(m), PubCo shall not in any manner effect any subdivision (by any equity split,

equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding PubCo Shares unless accompanied by an identical

18

subdivision or combination, as applicable, of the related outstanding Shares or other Equity Securities of the Company (if any), with corresponding changes made with respect to any other

exchangeable or convertible securities.

(l) Notwithstanding any other provision of this Agreement, the Company may redeem Voting

Class A Shares and Voting Class B Shares from the PubCo Holdings Group for cash to fund any direct or indirect acquisition by the PubCo Holdings Group of another Person; provided that, promptly after such redemption and acquisition,

the PubCo Holdings Group contributes or causes to be contributed, directly or indirectly, such Person or the material assets and liabilities of such Person to the Company or any of its Subsidiaries in exchange for a number of Voting Class A

Shares and Voting Class B Shares equal to the number of Voting Class A Shares and Voting Class B Shares, respectively, so redeemed.

(m) Notwithstanding any other provision of this Agreement, if the PubCo Holdings Group acquires or holds any material amount of cash in

excess of any monetary obligations it reasonably anticipates, PubCo may, in its sole discretion:

(i) contribute (or

cause to be contributed) such excess cash amount to the Company in exchange for a number of Voting Class A Shares and Voting Class B Shares or other Equity Securities of the Company determined in its sole discretion, and distribute to the

holders of PubCo Class A Shares, if the Company issues Voting Class A Shares and Voting Class B Shares to PubCo, PubCo Class A Shares, or, if the Company issues Equity Securities of the Company other than Voting Class A

Shares and Voting Class B Shares to PubCo, such other Equity Security of PubCo corresponding to the Equity Securities issued by the Company and with substantially the same rights to dividends and distributions (including distributions upon

liquidation, but taking into account differences resulting from any tax or other liabilities borne by PubCo) and other economic rights as those of such Equity Securities of the Company issued, or

(ii) use such excess cash amount in such other manner, and make such other adjustments to or take such other actions with

respect to the capitalization of PubCo and the Company and to the one-to-one exchange ratio between a pair of Voting Class A Shares and Voting Class B Shares

or a pair of Non-Voting Class A Shares and Non-Voting Class B Shares, respectively, and PubCo Class A Shares, as PubCo (in its capacity as Sole Voting

Shareholder) in Good Faith determines to be fair and reasonable to the holders of PubCo Shares and to the Shareholders and to preserve the intended economic effect of this Section 3.02, the Exchange Agreement and the other provisions hereof.

SECTION 3.03 Voting Rights. No Shareholder has any voting right except with respect to those matters specifically

reserved for a Shareholder vote under the Act and the Company Articles, and for matters expressly requiring the approval of Shareholders under this Agreement. Except as otherwise expressly provided in this Agreement, the Company Articles or the Act,

all matters to be approved by the Shareholders must receive the requisite number of votes from the holders of Shares having voting rights, regardless of class, such that an affirmative vote is based on the cumulative number of voting shares

outstanding. Except as otherwise expressly provided by this Agreement or as otherwise required by the Company Articles, the Act or other applicable Law:

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(a) Each Voting Class A Share and each Voting Class B Share, respectively,

entitle the holder thereof to one vote on all matters upon which the Shareholders have the right to vote under this Agreement, voting together as one class, unless expressly provided otherwise in the Act or the Company Articles;

(b) The Non-Voting Class A Shares and Non-Voting

Class B Shares shall not entitle the holders thereof to vote on any matters required or permitted to be voted on by the General Meeting, unless expressly provided otherwise in the Act or the Company Articles;

(c) Each Voting Class A Share, each Voting Class B Share, each Non-Voting Class A

Share and each Non-Voting Class B Share, respectively, entitle the holder thereof to vote on certain matters required or permitted to be voted on by the meeting of holders of that specific class of shares

in accordance with the Act and the Company Articles; and

(d) In accordance with the Act and the Company Articles, the Non-Voting Class A Shares and Non-Voting Class B Shares entitle the holders thereof to, in person or by proxy authorized in writing, attend and address any General

Meeting.

As of the date of this Agreement, the Sole Voting Shareholder will initially hold all Voting Class A Shares and Voting Class B Shares,

respectively.

SECTION 3.04 Capital Contributions; Share Ownership.

(a) Capital Contributions. Except as otherwise set forth in Section 3.02(e) through Section 3.02(j) with respect to the

obligations of the PubCo Holdings Group, no Shareholder shall be required to make additional Capital Contributions.

(b) Issuance

of Additional Shares or Interests. Except as otherwise expressly provided in this Agreement, the Board shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Board, subject to

the limitations of Section 3.02, (i) additional Shares, and (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable for Shares or other Equity Securities in the Company; provided

that, at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or

instruments deemed necessary or desirable in the discretion of the Board. Upon such issuance and execution, such Person shall be admitted as a Shareholder of the Company. In that event, the Board shall update the Company’s shareholders’

register, books and records to reflect such additional issuances. Subject to Section 12.10, the Board is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Shares

or other Equity Securities in the Company, or such other amendments that the Board determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of, any class or series of Shares or other Equity

Securities in the Company pursuant to this Section 3.04(b); provided that, notwithstanding the foregoing, the Board shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person

(including any Shareholder) and notwithstanding any other provision of this Agreement (other than Section 12.10(a)(ii) if such amendment is necessary, and then only to the extent necessary, in order to

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consummate any offering of PubCo Shares or other Equity Securities of PubCo, provided that the designations, preferences, rights, powers and duties of any such additional Shares or other

Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such PubCo Shares or other Equity Securities of PubCo).

SECTION 3.05 Capital Accounts. A Capital Account shall be maintained for each Shareholder in accordance with the provisions

of Treasury Regulations Section 1.704-1(b)(2)(iv) and, to the extent consistent with such regulations, the other provisions of this Agreement. Each Shareholder’s Capital Account shall be

(a) increased by (i) allocations to such Shareholder of Profits pursuant to Section 4.01 and any other items of income or gain allocated to such Shareholder pursuant to Section 4.02, (ii) the amount of cash or the initial Gross

Asset Value of any asset (net of any Liabilities assumed by the Company and any Liabilities to which the asset is subject) contributed to the Company by such Shareholder, and (iii) any other increases allowed or required by Treasury Regulations

Section 1.704-1(b)(2)(iv), and (b) decreased by (i) allocations to such Shareholder of Losses pursuant to Section 4.01 and any other items of deduction or loss allocated to such Shareholder

pursuant to the provisions of Section 4.02, (ii) the amount of any cash or the Gross Asset Value of any asset (net of any Liabilities assumed by the Shareholder and any Liabilities to which the asset is subject) distributed to such Shareholder,

and (iii) any other decreases allowed or required by Treasury Regulations Section 1.704-1(b)(2)(iv). In the event of a Transfer of Shares made in accordance with this Agreement (including a deemed

Transfer for U.S. federal income tax purposes as described in Section 4.13 of the Exchange Agreement), the Capital Account of the Transferor that is attributable to the Transferred Shares shall carry over to the Transferee Shareholder in

accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

SECTION 3.06 Other Matters.

(a) No Shareholder shall demand or receive a return on or of its Capital Contributions or withdraw from the Company without the consent

of the Board. Under circumstances requiring a return of any Capital Contributions, no Shareholder has the right to receive property other than cash.

(b) No Shareholder shall receive any interest, salary, compensation, draw or reimbursement with respect to its Capital Contributions or

its Capital Account, or for services rendered or expenses incurred on behalf of the Company or otherwise in its capacity as a Shareholder, except as otherwise provided in Section 6.12 or as otherwise contemplated by this Agreement.

(c) The Liability of each Shareholder shall be limited as set forth in the Act and other applicable Law and, except as expressly set

forth in this Agreement or required by Law, no Shareholder (or any of its Affiliates) shall be personally liable, whether to the Company, any of the other Shareholders, the creditors of the Company or any other third party, for any debt or Liability

of the Company, whether arising in contract, tort or otherwise, solely by reason of being a Shareholder of the Company.

(d) Except

as otherwise required by the Act, no Shareholder shall be required to restore a deficit balance in such Shareholder’s Capital Account, to lend any funds to the Company or, except as otherwise set forth herein, to make any additional

contributions or payments to the Company.

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(e) The Company shall not be obligated to repay any Capital Contributions of any

Shareholder.

SECTION 3.07 Redemption of Shares. Any redemption of a Share (other than a Share held by PubCo and its

direct and indirect Subsidiaries) for a PubCo Class A Share shall occur pursuant to and in accordance with the terms and conditions of the Exchange Agreement.

ARTICLE IV

ALLOCATIONS OF

PROFITS AND LOSSES

SECTION 4.01 Profits and Losses. After giving effect to the allocations under Section 4.02

and subject to Section 4.04, Profits and Losses (and, to the extent determined by the Board to be necessary and appropriate to achieve the resulting Capital Account balances described below, any allocable items of income, gain, loss, deduction

or credit includable in the computation of Profits and Losses) for each Fiscal Year or other taxable period shall be allocated among the Shareholders during such Fiscal Year or other taxable period in a manner such that, after giving effect to the

special allocations set forth in Section 4.02 and all distributions through the end of such Fiscal Year or other taxable period, the Capital Account balance of each Shareholder, immediately after making such allocation, is, as nearly as

possible, equal to (x) the amount such Shareholder would receive pursuant to Section 10.03(b) if all assets of the Company on hand at the end of such Fiscal Year or other taxable period were sold for cash equal to their Gross Asset Values,

all liabilities of the Company were satisfied in cash in accordance with their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and all remaining or resulting cash was

distributed, in accordance with Section 10.03(b), to the Shareholders immediately after making such allocation, minus (y) such Shareholder’s share of Company Minimum Gain and Shareholder Minimum Gain, computed immediately

prior to the hypothetical sale of assets, and the amount any such Shareholder is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets; provided, however, that except as otherwise

provided in this Agreement, or required pursuant to Treasury Regulations Section 1.704-1(b)(1)(i), to the fullest extent permitted by applicable Law and in each case in accordance with the Company

Articles:

(a) the Capital Account balances of the holders of Company Class A Shares shall track the Profits, Losses and assets

of the Company’s U.S. Operations; and

(b) the Capital Account balances of the holders of Company Class B Shares shall

track the Profits, Losses and assets of the Company’s Non-U.S. Operations.

SECTION 4.02 Special Allocations. The following allocations shall be made in the following order with respect to the Company

Class A Shares and the Company Class B Shares, respectively, to the extent permitted by applicable Law:

(a) Nonrecourse

Deductions for any Fiscal Year or other taxable period shall be specially allocated to the Shareholders on a pro rata basis, in accordance with the number of

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Company Class A Shares and the Company Class B Shares, respectively, owned by each Shareholder as of the last day of such Fiscal Year or other taxable period. The amount of Nonrecourse

Deductions for a Fiscal Year or other taxable period shall equal the excess, if any, of the net increase, if any, in the amount of Company Minimum Gain during that Fiscal Year or other taxable period over the aggregate amount of any distributions

during that Fiscal Year or other taxable period of proceeds of a Nonrecourse Liability that are allocable to an increase in Company Minimum Gain, determined in accordance with the provisions of Treasury Regulations

Section 1.704-2(d).

(b) Any Shareholder Nonrecourse Deductions for any Fiscal Year or

other taxable period shall be specially allocated to the Shareholder who bears Economic Risk of Loss with respect to the Shareholder Nonrecourse Debt to which such Shareholder Nonrecourse Deductions are attributable in accordance with Treasury

Regulations Section 1.704-2(i). If more than one Shareholder bears the Economic Risk of Loss for such Shareholder Nonrecourse Debt, the Shareholder Nonrecourse Deductions attributable to such Shareholder

Nonrecourse Debt shall be allocated among the Shareholders according to the ratio in which they bear the Economic Risk of Loss. This Section 4.02(b) is intended to comply with the provisions of Treasury Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any

other provision of this Agreement to the contrary, if there is a net decrease in Company Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Company Minimum Gain for a prior Fiscal Year or other taxable

period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Shareholders under this Section 4.02(c)), each Shareholder shall be specially allocated items of Company income and gain for

such Fiscal Year or other taxable period in an amount equal to such Shareholder’s share of the net decrease in Company Minimum Gain during such year (as determined pursuant to Treasury Regulations

Section 1.704-2(g)(2)). This Section 4.02(c) is intended to constitute a minimum gain chargeback under Treasury Regulations Section 1.704-2(f) and shall

be interpreted consistently therewith.

(d) Notwithstanding any other provision of this Agreement except Section 4.02(c), if

there is a net decrease in Shareholder Minimum Gain during any Fiscal Year or other taxable period (or if there was a net decrease in Shareholder Minimum Gain for a prior Fiscal Year or other taxable period and the Company did not have sufficient

amounts of income and gain during prior periods to allocate among the Shareholders under this Section 4.02(d)), items of income and gain shall be allocated to each Shareholder in an amount equal to such Shareholder’s share of the net

decrease in Shareholder Minimum Gain (as determined pursuant to Treasury Regulations Section 1.704-2(i)(4)). This Section 4.02(d) is intended to constitute a partner nonrecourse debt minimum gain

chargeback under Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Section 4.02(a) and Section 4.02(b), no Losses or other items

of loss or expense shall be allocated to any Shareholder to the extent that such allocation would cause such Shareholder to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance) at the end of such Fiscal

Year or other taxable period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 4.02(e) shall be allocated to the Shareholders who do not

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have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and

expense do not cause any such Shareholder to have a deficit in its Adjusted Capital Account.

(f) Notwithstanding any provision

hereof to the contrary except Section 4.02(c) and Section 4.02(d), in the event any Shareholder unexpectedly receives any adjustment, allocation or distribution described in paragraph (4), (5) or (6) of Treasury Regulations Section 1.704-1(b)(2)(ii)(d), items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Fiscal Year or other taxable period) shall be

specially allocated to such Shareholder in an amount and manner sufficient to eliminate any deficit balance in such Shareholder’s Adjusted Capital Account as quickly as possible; provided that an allocation pursuant to this

Section 4.02(f) shall be made only if and to the extent that such Shareholder would have a deficit Adjusted Capital Account balance after all other allocations provided for in this Article IV have been tentatively made as if this

Section 4.02(f) were not in this Agreement. This Section 4.02(f) is intended to constitute a qualified income offset under Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be

interpreted consistently therewith.

(g) If any Shareholder has a deficit balance in its Adjusted Capital Account at the end of any

Fiscal Year or other taxable period, that Shareholder shall be specially allocated items of Company income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this

Section 4.02(g) shall be made only if and to the extent that such Shareholder would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article IV have been tentatively made as if

Section 4.02(f) and this Section 4.02(g) were not in this Agreement.

(h) To the extent an adjustment to the adjusted tax

basis of any Company asset pursuant to Section 734(b) of the Code (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution to any Shareholder in

complete liquidation of such Shareholder’s interest in the Company, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment

decreases such basis) and such item of gain or loss shall be allocated to the Shareholders in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) if such section applies or to the

Shareholder to whom such distribution was made if Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

(i) The allocations set forth in Sections 4.02(a) through 4.02(h) (the “Regulatory Allocations”) are intended to

comply with certain requirements of Treasury Regulations Sections 1.704-1(b) and 1.704-2. Notwithstanding any other provision of this Article IV (other than the

Regulatory Allocations), the Regulatory Allocations (and anticipated future Regulatory Allocations) shall be taken into account in allocating other items of income, gain, loss and deduction among the Shareholders so that, to the extent possible, the

net amount of such allocation of other items and the Regulatory Allocations to each Shareholder should be equal to the net amount that would have been allocated to each such Shareholder if the Regulatory Allocations had not occurred. This

Section 4.02(i) is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of the Regulatory Allocations and shall be interpreted in a manner consistent therewith.

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(j) Items of income, gain, loss, deduction or credit resulting from a Covered Audit

Adjustment shall be allocated to the Shareholders in accordance with the applicable provisions of the Partnership Tax Audit Rules.

SECTION 4.03 Allocations for Tax Purposes in General.

(a) Except as otherwise provided in this Section 4.03, each item of income, gain, loss, deduction and credit of the Company for

U.S. federal income tax purposes shall be allocated among the Shareholders in the same manner as such item is allocated under Sections 4.01 and 4.02.

(b) In accordance with Section 704(c) of the Code and the Treasury Regulations thereunder (including the Treasury Regulations

applying the principles of Section 704(c) of the Code to changes in Gross Asset Values), items of income, gain, loss and deduction with respect to any Company property having a Gross Asset Value that differs from such property’s adjusted

U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Shareholders to account for any such difference using the “traditional method with curative allocations,” with the curative

allocations applied only to sale gain to the extent necessary to cause allocations to be reasonable under Treasury Regulations Section 1.704-3(a)(10), under Treasury Regulations Section 1.704-3(c) or such other method or methods as determined by the Board to be appropriate and in accordance with the applicable Treasury Regulations.

(c) Any (i) recapture of depreciation or any other item of deduction shall be allocated, in accordance with Treasury Regulations

Sections 1.1245-1(e) and 1.1254-5, to the Shareholders who received the benefit of such deductions to the maximum extent permissible by Law, and (ii) recapture of

grants or credits shall be allocated to the Shareholders in accordance with applicable Law.

(d) Tax credits of the Company shall be

allocated among the Shareholders as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii).

(e) Allocations pursuant to this Section 4.03 are solely for purposes of federal, state and local taxes and shall not affect or in

any way be taken into account in computing any Shareholder’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

(f) If, as a result of an exercise of a noncompensatory option to acquire an interest in the Company, a Capital Account reallocation is

required under Treasury Regulations Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulations

Section 1.704-1(b)(4)(x).

SECTION 4.04 Other Allocation Rules.

(a) The Shareholders are aware of the income tax consequences of the allocations made by this Article IV and the economic impact of the

allocations on the amounts

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receivable by them under this Agreement. The Shareholders hereby agree to be bound by the provisions of this Article IV in reporting their share of Company income and loss for income tax

purposes.

(b) The provisions regarding the establishment and maintenance for each Shareholder of a Capital Account as provided by

Section 3.04 and the allocations set forth in Sections 4.01, 4.02 and 4.03 are intended to comply with the Treasury Regulations and to reflect the intended economic entitlement of the Shareholders. If the Board determines, in its sole

discretion, that the application of the provisions in Section 3.05, 4.01, 4.02 or 4.03 would result in non-compliance with the Treasury Regulations or would be inconsistent with the intended economic

entitlement of the Shareholders, the Board is authorized to make any appropriate adjustments to such provisions.

(c) All items of

income, gain, loss, deduction and credit allocable to an interest in the Company that may have been Transferred shall be allocated between the Transferor and the Transferee based on the portion of the Fiscal Year or other taxable period during which

each was recognized as the owner of such interest based on an “interim closing of the books” method under Section 706 of the Code.

(d) The Shareholders’ proportionate shares of the “excess nonrecourse liabilities” of the Company, within the meaning

of Treasury Regulations Section 1.752-3(a)(3), shall be allocated to the Shareholders on a pro rata basis, in accordance with the number of Shares owned by each Shareholder.

ARTICLE V

DISTRIBUTIONS

SECTION 5.01 Distributions.

(a) Distributions. To the extent permitted by applicable Law (including for the avoidance of doubt, the Act), the Company

Articles and hereunder, and except as otherwise provided in Section 10.03, distributions to the holders of the Company Class A Shares (“Class A Distributions”) and the Company Class B Shares

(“Class B Distributions”), respectively, may be declared by the General Meeting, subject to the approval of the Board, out of funds legally available therefor in such amounts and on such terms (including the

payment dates of such distributions) as the General Meeting, upon proposal of the Board, shall determine using such record date as the Board may designate, and any such distribution shall be made to the holders of the Company Class A Shares and

the Company Class B Shares, respectively, as of the close of business on such record date. Except as otherwise set forth in this Article V, to the fullest extent permitted by applicable Law, any distributable amounts (whether in cash or in

kind) shall be allocated between the Company Class A Shares and the Company Class B Shares consistent with the Company Articles (which the parties hereto agree is intended to be applied to the fullest extent permitted by applicable Law so

that (i) Class A Distributions shall be funded by U.S. Operations and (ii) Class B Distributions shall be funded by Non-U.S. Operations). Any Class A Distributions shall be made on a

pro rata basis in accordance with the number of Company Class A Shares owned by each Shareholder as of the close of business on such record date, and any Class B

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Distributions shall be made on a pro rata basis in accordance with the number of Company Class B Shares owned by each Shareholder as of the close of business on such record date

(provided, in each case, that, for the avoidance of doubt, repurchases or redemptions made in accordance with Section 3.02(g) or the Exchange Agreement, and payments made in accordance with Article XI or Section 6.12, need not be on

a pro rata basis); provided, however, that the General Meeting shall have the obligation to make distributions as set forth in Sections 5.02 and 10.03(b)(iii); and provided, further, that, notwithstanding any other

provision herein to the contrary, no distributions shall be made to any Shareholder to the extent such distribution would render the Company insolvent or violate the Act or the Company Articles. For purposes of the foregoing sentence, insolvency

means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a distribution pursuant to this Section 5.01, the Board shall give notice to each

Shareholder of the record date, the amount and the terms of the distribution and the payment date thereof.

(b) Successors.

For purposes of determining the amount of distributions, each Shareholder shall be treated as having made the Capital Contributions and as having received the distributions made to or received by its predecessors in respect of any of such

Shareholder’s Shares.

(c) Distributions In-Kind. Except as otherwise provided

in this Agreement or the Company Articles, any distributions may be made in cash or in kind, or partly in cash and partly in kind, as determined by the General Meeting, at the proposal of the Board. In the event of any Class A Distribution or

Class B Distribution of (i) property in kind or (ii) both cash and property in kind, (y) each holder of Company Class A Shares shall be distributed its proportionate share of any such Class A Distribution so distributed

and its proportionate share of any such property associated with U.S. Operations so distributed in kind (based on the Fair Market Value of such property) and (z) each holder of Company Class B Shares shall be distributed its proportionate

share of any such Class B Distribution so distributed and its proportionate share of any such property associated with Non-U.S. Operations so distributed in kind (based on the Fair Market Value of such

property). To the extent that the Company distributes property in-kind to the Shareholders, the Company shall be treated as making a distribution equal to the Fair Market Value of such property for purposes of

Section 5.01(a) and such property shall be treated as if it were sold for an amount equal to its Fair Market Value. Any resulting gain or loss shall be allocated to the Shareholder’s Capital Accounts in accordance with Sections 4.01 and

4.02.

SECTION 5.02 Tax-Related Distributions. The Company shall, subject to any

restrictions contained in any agreement to which the Company is bound, make distributions out of legally available funds to holders of the Company Class A Shares and the Company Class B Shares, respectively, in accordance with

Section 5.01 at such times and in such amounts as the General Meeting reasonably determines is necessary to cause a distribution to each such Shareholder sufficient to enable each such Shareholder to timely satisfy any and all Shareholder Tax-Related Liabilities and any required payments pursuant to the TRA.

SECTION 5.03 Distribution Upon Withdrawal. No withdrawing Shareholder shall be entitled to receive any distribution or the

value of such Shareholder’s Interest as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

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SECTION 5.04 Issuance of Additional Equity Securities. This Article V

shall be subject to, and, to the extent necessary, amended to reflect, the issuance by the Company of any additional Equity Securities.

ARTICLE VI

BOARD, OFFICERS

AND SHAREHOLDER CONSENT MATTERS

SECTION 6.01 Board.

(a) The property, affairs and business of the Company shall be managed by or under the direction of the Board, except as otherwise

expressly provided in this Agreement and in accordance with applicable Law (including for the avoidance of doubt, the Act) and the Company Articles. The Board shall be made up of the number of natural Persons (who need not be Shareholders) (each, a

“Director”) as specified in this Agreement. No Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement or as follows from the Act or the Company Articles.

(b) The Board shall be made up initially of one (1) Director, which number of Directors may be modified by the General Meeting.

(c) The General Meeting shall appoint all Directors to the Board.

(d) Each Director shall hold such position until his or her successor is appointed, until his or her term of appointment has lapsed or

until his or her earlier death, disability, resignation or removal by the General Meeting.

(e) The Board, by taking action in

accordance with this Article VI, shall have the power, discretion and authority on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by this Agreement and to perform or authorize

all acts which it may reasonably deem necessary or advisable in connection therewith, all in accordance with the Act and the Company Articles.

(f) Each Director shall serve without additional compensation from the Company. Each Director shall be entitled to reimbursement for

reasonable and necessary out-of-pocket expenses incurred by such Director during the course of conducting the Company’s business.

(g) No Director (acting in his or her capacity as such) shall have any right or authority to act on behalf of or to bind the Company

with respect to any matter except (i) pursuant to a resolution authorizing such action, which resolution is duly adopted by the Board by the affirmative vote required for such matter pursuant to the terms of this Agreement or (ii) as

provided otherwise by or in the Company Articles.

(h) Each Director may authorize another natural Director to act for such Director

by proxy at any meeting of the Board, or to express consent to or dissent from a Company action in writing without a meeting. A writing authorizing a Director to act for such Director as proxy, which has been executed by such Director shall be a

valid means by which a Director may grant such authority.

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SECTION 6.02 Removal and Resignation.

(a) PubCo, in its capacity of sole Shareholder with voting rights in the General Meeting, shall at all times have the exclusive right to

remove, with or without cause, any Director, upon the giving of written notice to such Director and the Board.

(b) Any Director may

resign by written notice to the Board. Unless otherwise specified therein, a Director’s resignation shall take effect upon delivery. Vacancies created on the Board resulting from the death, disability, resignation or removal of a Director

shall be filled by PubCo, in its capacity of sole Shareholder with voting rights in the General Meeting, with such appointment to become effective immediately.

SECTION 6.03 Meetings of the Board.

(a) Meetings of the Board shall be held on at least an annual basis. Meetings of the Board may be called at any time by PubCo, the Board

or any Director in accordance with the terms of this Section 6.03; provided that the Board may instead elect to act on any matters via unanimous written consent in lieu of a formal meeting. Meetings of the Board shall be held in the

Netherlands at such place, date and time (subject to the first two sentences of this Section 6.03(a)) as the Board may reasonably designate; provided, the Board may determine to hold any such meeting by means of remote communication.

(b) Notice of a meeting of the Board or any committee thereof stating the place, date and hour of the meeting and the purpose or

purposes for which the meeting is called shall be given to each Director by telephone, electronic mail or facsimile no less than three (3) Business Days before the date of the meeting. Notice of any meeting may be waived by any Director.

Presence at the meeting shall constitute waiver of any deficiency of notice, except when such Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting

is not called or convened in accordance with this Agreement.

(c) The presence in person or representation of a number of Directors

equal to a majority of the Directors entitled to vote shall constitute a quorum for the conduct of business at any meeting of the Board (a “Quorum”). If a Quorum shall not be present at any meeting of the Board, the Directors

present shall adjourn the meeting and promptly give notice of when it will be reconvened.

(d) Subject to the Quorum requirement in

Section 6.03(c), members of the Board may participate in a meeting of the Board or any committee thereof by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear,

and be heard by, one another.

(e) Each Director shall be entitled to cast one (1) vote with respect to each matter brought

before the Board (or any committee thereof of which such Director is a member) for approval. Except as otherwise provided by this Agreement, the affirmative vote of a majority of the Directors in attendance or represented at any meeting at which a

Quorum is present shall be required to authorize any action by the Board and shall constitute the action of the Board for all purposes.

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(f) The Company’s secretary or, if they are not present, any natural Person whom

PubCo may appoint, shall keep minutes of each meeting which shall reflect all actions taken by the Board thereat.

(g) The Board may

establish other reasonable provisions and procedures relating to the governance of its meetings that are not in conflict with the terms of this Agreement.

SECTION 6.04 Action Without a Meeting. Notwithstanding Section 6.03, on any matter requiring an approval or consent of

the Board under this Agreement, the Act or the Company Articles when a meeting of the Board under Section 6.03 is not feasible, practicable or desired, the Board or any committee thereof may take such action without a meeting, without notice

and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Directors constituting the Board. Approval of any such action by email confirmation shall constitute consent in writing for

purposes of this Section 6.04.

SECTION 6.05 Committees of the Board.

(a) The Board may designate one (1) or more committees (other than the Audit Committee as defined in the Company Articles), with

each committee to consist of one (1) or more of the Directors, subject to the requirements set forth in this Section 6.05. Any committee, to the extent permitted by applicable Law and provided in the resolution of the Board establishing

such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Each

committee shall keep regular minutes and report to the Board when required.

(b) PubCo shall be entitled to appoint the Directors to

each committee in its sole discretion.

(c) A majority of the members of any committee may determine its action and fix the time and

place of its meetings, provided, however, that such meetings shall be held in the Netherlands and shall require the presence in person of a number of committee members equal to a majority of such committee to constitute a quorum for

the conduct of business at any meeting of such committee. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 6.03(b).

SECTION 6.06 Required Shareholder Actions. Notwithstanding Section 6.01 or anything else to the contrary, the Company

shall not, and shall cause its Subsidiaries not to, directly or indirectly, without first obtaining the affirmative written consent of (i) BH (so long as the aggregate equity ownership of BH and its Affiliates exceeds 10% of the Company’s

issued and outstanding Shares) and (ii) Akastor (so long as the aggregate equity ownership of Akastor and its Affiliates exceeds 10% of the Company’s issued and outstanding Shares), amend or modify any provision of the Company Articles or

constitutional documents of any Subsidiaries of the Company that hold individually or in the aggregate a material portion of the Company’s assets, nor waive any provision thereof, in each case in any way that would

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adversely affect the rights of BH, Akastor and their respective Affiliates with respect to results, reserves and distributions and other rights as set forth in Articles 1, 3, 11 and 12 of the

Company Articles and corresponding provisions in the applicable Subsidiaries’ constitutional documents.

SECTION 6.07 Officers; Designation and Election of Officers; Duties. The Board may, from time to time, employ and retain

Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Board) who may be designated as officers of the Company, as and to the extent authorized by the Board (each, an

“Officer” and collectively, the “Officers”), and shall designate a secretary, who shall, in addition to other duties customary for secretaries of corporations incorporated under Dutch law, carry out the

functions assigned to the secretary of the Company in accordance with this Agreement. Any number of offices may be held by the same Person. In the Board’s reasonable discretion, the Board may choose not to fill any office for any period as it

may deem advisable. Officers need not be residents of the Netherlands or Shareholders. Any officers so designated shall have such authority and perform such duties as the Board may, from time to time, delegate to them via power of attorney,

registered at the Dutch Chamber of Commerce. The Board may assign titles to particular Officers. Each Officer shall hold office until his successor shall be duly designated or until his or her death or until he or she shall resign or shall have been

removed in the manner hereinafter provided.

SECTION 6.08 Removal of Officers; Vacancies. Any Officer may resign as such

at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Board. The acceptance by the Board of a resignation of any Officer shall not be

necessary to make such resignation effective, unless otherwise specified in such resignation. Any Officer may be removed as such, either with or without cause, at any time by the Board or any authorized committee thereof. Vacancies may be filled by

approval of the Board or any authorized committee thereof. Designation of any Person as an Officer by the Board shall not in and of itself vest in such Person any contractual or employment rights with respect to the Company.

SECTION 6.09 Officers as Agents; Reliance by Third Parties.

(a) Actions of the Officers, to the extent of their powers set forth in this Agreement or in a resolution of the Board or authorized

committee thereof and set forth in a power of attorney, registered at the Dutch Chamber of Commerce, taken in accordance with such powers shall bind the Company.

(b) Any Person dealing with the Company may rely upon a certificate signed by any Officer as to:

(i) the identity of any Shareholder, Director or Officer;

(ii) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by Shareholders,

the Board or Officers or in any other manner germane to the affairs of the Company;

(iii) the Persons who are

authorized to execute and deliver any instrument or document of or on behalf of the Company;

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(iv) the authenticity of any copy of this Agreement and amendments

hereto;

(v) any act or failure to act by the Company or as to any other matter whatsoever involving the Company or,

solely with respect to the activities of the Company, any Shareholder; and

(vi) the authority of the Board, any

Officer, or any employee or agent of the Company.

SECTION 6.10 Maintenance of Insurance or Other Financial

Arrangements. To the extent permitted by applicable Law, the Company (with the approval of the Board) may purchase and maintain insurance or make other financial arrangements on behalf of any Person who is or was a Shareholder, employee or agent

of the Company, or at the request of the Company is or was serving as a manager, director, officer, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, for any Liability

asserted against such Person and Liability and expenses incurred by such Person in such Person’s capacity as such, or arising out of such Person’s status as such, whether or not the Company has the authority to indemnify such Person

against such Liability and expenses.

SECTION 6.11 Reclassification Events of PubCo. PubCo shall not consummate

or agree to consummate any Reclassification Event unless the successor Person, if any, becomes obligated to comply with the obligations of PubCo (in whatever capacity) under this Agreement, unless immediately following the consummation of such

Reclassification Event the Company is wholly-owned by PubCo (or its successor in such Reclassification Event) and its Affiliates.

SECTION 6.12 Certain Costs and Expenses. The Company shall (a) pay, or cause to be paid, all costs, fees, operating

expenses and other expenses of the Company and its Subsidiaries (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company and its Subsidiaries)

incurred in pursuing and conducting, or otherwise related to, the activities of the Company and (b) in the sole discretion of the Sole Voting Shareholder, reimburse the Sole Voting Shareholder for any third party costs, fees or expenses

incurred by it in connection with serving as the Sole Voting Shareholder. To the extent that the Board determines in its sole discretion that expenses of PubCo are related to the business and affairs of PubCo that are conducted through the Company

and/or its Subsidiaries (including expenses that relate to the business and affairs of the Company and/or its Subsidiaries and that also relate to other activities of PubCo or any other member of the PubCo Holdings Group), the Board may cause the

Company to pay or bear all expenses of the PubCo Holdings Group, including costs of securities offerings not borne directly by Shareholders, board of directors compensation and meeting costs, costs of periodic reports to stockholders of PubCo,

litigation costs, damages arising from litigation, accounting and legal costs and other general corporate and overhead expenses; provided that the Company shall not pay or bear any income tax obligations of any member of the PubCo Holdings

Group or any obligations of any member of the PubCo Holdings Group pursuant to the TRA (but the Company shall be entitled to make distributions in respect of these obligations pursuant to Article V). For the avoidance of doubt, (a) any payments

made to or on behalf of any member of the PubCo Holdings Group pursuant to this Section 6.12 shall not be treated as a distribution pursuant to Section 5.01(a) but shall instead be treated as an expense of the Company, and

(b) distributions under this Section 6.12 may not be used to pay or facilitate dividends or distributions on PubCo Class A Shares.

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ARTICLE VII

ROLE OF SHAREHOLDERS

SECTION 7.01 Rights or Powers. The Shareholders, acting solely in their capacity as Shareholders, shall not have any right

or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Shareholders have all the rights and powers specifically set forth in this

Agreement and, to the extent not inconsistent with this Agreement, in the Act and the Company Articles. A Shareholder, any Affiliate thereof or an employee, stockholder, agent, director or officer of a Shareholder or any Affiliate thereof, may also

be an employee or be retained as an agent of the Company. The existence of these relationships and acting in such capacities will not result in the Shareholder (other than the Sole Voting Shareholder) being deemed to be participating in the control

of the business of the Company or otherwise affect the limited liability of the Shareholder. Except as specifically provided herein, a Shareholder (other than the Sole Voting Shareholder) shall not, in its capacity as a Shareholder, take part in the

operation, management or control of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company.

SECTION 7.02 Voting.

(a) Meetings of the Shareholders may be called upon the written request directed to the Board of the Sole Voting Shareholder or any

Shareholder(s) individually or jointly holding at least 1% of the issued share capital, collectively or by the Board. Such request shall state the location of the meeting and the nature of the business to be transacted at the meeting. Written notice

of any such meeting shall be given by the Board to all Shareholders not less than eight days (unless waived by each Shareholder) and not more than 30 days prior to the date of such meeting. Holders of the Company Voting Shares may vote in person, by

proxy or by telephone at any meeting of the Shareholders and may waive advance notice of such meeting. Whenever the vote or consent of Shareholders is permitted or required under this Agreement, such vote or consent may be given at a meeting of the

Shareholders or may be given in accordance with the procedure prescribed in this Section 7.02. Except as otherwise expressly provided in this Agreement, the affirmative vote of the Shareholders holding a majority of the outstanding Company

Voting Shares, voting as a one class, shall constitute the act of the Shareholders.

(b) Each Shareholder may authorize any Person

or Persons to act for it by proxy on all matters in which such Shareholder is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by such Shareholder or its attorney-in-fact. No proxy shall be valid after the expiration of 12 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the

pleasure of the Shareholder executing it.

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(c) Each meeting of Shareholders shall be conducted by an Officer designated by the

Sole Voting Shareholder or such other individual Person as the Sole Voting Shareholder deems appropriate.

(d) Any action required

or permitted to be taken by the Shareholders may be taken without a meeting if the requisite Shareholders whose approval is necessary consent thereto in writing.

SECTION 7.03 Corporate Opportunity.

(a) Subject to Section 7.03(b), to the fullest extent permitted by Law, no Shareholder shall have any duty to refrain from

(1) engaging in the same or similar activities or lines of business in which the Company is engaging or proposes to engage, (2) doing business with any client, customer or vendor of the Company, or (3) otherwise competing, directly or

indirectly, with the Company or any Affiliated Company, and (except as provided in Section 7.03(b)) none of the Shareholders or any officer, director and/or employee thereof shall, to the fullest extent permitted by law, be deemed to have

breached its fiduciary duties, if any, to the Company solely by reason of such Shareholders’ engaging in any such activity. Except as otherwise agreed in writing between the Company and the applicable Shareholder, in the event that a

Shareholder acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company and such Shareholder, such Shareholder shall to the fullest extent permitted by Law have fully satisfied and fulfilled its

fiduciary duty with respect to such corporate opportunity, and the Company to the fullest extent permitted by Law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a

corporate opportunity that should have been presented to the Company or any Affiliated Company thereof, if such Shareholder acts in a manner consistent with the following policy: if such Shareholder acquires knowledge of a potential transaction or

matter that may be a corporate opportunity for both the Company and such Shareholder, such corporate opportunity shall belong to such Shareholder unless such opportunity was expressly offered to such Shareholder in its capacity as a shareholder of

the Company. In the case of any corporate opportunity in which the Company has renounced its interest and expectancy in the previous sentence, such Shareholder shall to the fullest extent permitted by law not be liable to the Company or its

stockholders for breach of any fiduciary duty as a stockholder of the Company by reason of the fact that such Shareholder acquires or seeks such corporate opportunity for itself, directs such corporate opportunity to another person, or otherwise

does not communicate information regarding such corporate opportunity to the Company.

(a) Except as otherwise agreed in writing

between the Company and the applicable Shareholder, in the event that a Director and/or Officer of the Company who is also a director, officer and/or employee of such Shareholder acquires knowledge of a potential transaction or matter that may be a

corporate opportunity for both the Company and such Shareholder, such director and/or officer shall to the fullest extent permitted by law have fully satisfied and fulfilled his or her fiduciary duty with respect to such corporate opportunity, and

the Company to the fullest extent permitted by law renounces any interest or expectancy in such business opportunity and waives any claim that such business opportunity constituted a corporate opportunity that should have been presented to the

Company or any Affiliated Company thereof, if such director and/or officer acts in a manner consistent with the following policy:

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(i) such a corporate opportunity offered to any person who is a

Director but not an Officer or employee of the Company and who is also a director, officer and/or employee of such Shareholder shall belong to the Company only if such opportunity is expressly offered to such person in his or her capacity as a

director of the Company and otherwise shall belong to such Shareholder; and

(ii) such a corporate opportunity

offered to any person who is an Officer or employee of the Company (but not a Director of the Company) and who is also a director, officer and/or employee of a Shareholder shall belong to the Company unless such opportunity is expressly offered to

such person in his or her capacity as a director, officer and/or employee of such Shareholder, in which case such opportunity shall belong to such Shareholder.

(b) For purposes of this Section 7.03, (1) “Affiliated Company,” in respect of the Company, shall mean any

entity controlled by PubCo and (2) “corporate opportunities” shall include, but not be limited to, business opportunities that the PubCo Holdings Group is financially able to undertake, which are, from their nature, in the line of

the PubCo Holdings Group’s business, are of practical advantage to it and are ones in which the PubCo Holdings Group, but for subsections (a) and (b) of this Section 7.03, would have an interest or a reasonable expectancy, and in

which, by embracing the opportunities, the self-interest of a Shareholder or its directors, officers and/or employees will be brought into conflict with that of the PubCo Holdings Group.

ARTICLE VIII

TRANSFERS OF

INTERESTS

SECTION 8.01 Restrictions on Transfer.

(a) Except as provided in the Exchange Agreement, no Shareholder shall Transfer all or any portion of its Interest (including any Shares

or other Equity Securities in the Company) without the Board’s prior written consent, which consent shall be granted or withheld in the Board’s sole discretion. If, notwithstanding the provisions of this Section 8.01(a), all or any

portion of a Shareholder’s Interests are Transferred in violation of this Article VIII, involuntarily, by operation of law or otherwise, then without limiting any other rights and remedies available to the other parties under this Agreement or

otherwise, the Transferee of such Interest (or portion thereof) shall not be admitted to the Company as a Shareholder or be entitled to any rights as a Shareholder hereunder, and the Transferor will continue to be bound by all obligations hereunder,

unless and until the Board consents in writing to such Transfer, which consent shall be granted or withheld in the Board’s sole discretion. Any attempted or purported Transfer of all or a portion of a Shareholder’s Interests in violation

of this Section 8.01(a) shall be null and void and of no force or effect whatsoever. For the avoidance of doubt, the restrictions on Transfer contained in this Article VIII shall not apply to the Transfer of any capital stock of PubCo;

provided that in no circumstance (except as contemplated in the Exchange Agreement) may PubCo Class B Shares be Transferred unless a corresponding number of Non-Voting Class A Shares (or a

corresponding number of Mercury US shares if the Hybrid Exchange Option has previously been exercised) and Non-Voting Class B Shares, respectively, are Transferred to the same Person, and in no

circumstance may Non-Voting Class A Shares and Non-Voting Class B Shares be Transferred unless a corresponding number of PubCo Class B Shares are also

Transferred to the same Person.

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(b) In addition to any other restrictions on Transfer herein contained, including the

provisions of this Article VIII, in no event may any Transfer or assignment of Interests (including any Shares or other Equity Securities in the Company) by any Shareholder be made (i) to any Person who lacks the legal right, power or capacity

to own Interests; (ii) if the Board determines that such Transfer (A) would be considered to be effected on or through an “established securities market” or a “secondary market or the substantial equivalent

thereof,” as such terms are used in Treasury Regulations Section 1.7704-1, (B) would result in the Company having more than 100 partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii) (determined taking into account the rules of Treasury Regulations Section 1.7704-1(h)(3)), or (C) would present an undue risk that

the Company be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code or a successor provision or otherwise become taxable as a corporation under the Code; (iii) if such Transfer would cause

the Company to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of

ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (iv) if such Transfer would, in the opinion of counsel to the Company, cause any portion of the assets of the Company to constitute assets of any

employee benefit plan pursuant to the Plan Asset Regulations or otherwise cause the Company to be subject to regulation under ERISA; (v) if such Transfer requires the registration of such Interests or Equity Securities issued upon any exchange

of such Interests or Equity Securities, pursuant to any applicable federal or state securities Laws; or (vi) if such Transfer subjects the Company to regulation under the Investment Company Act of 1940 or the Investment Advisors Act of 1940,

each as amended (or any succeeding law). Any attempted or purported Transfer of all or a portion of a Shareholder’s Interests in violation of this Section 8.01(b) shall be null and void and of no force or effect whatsoever.

SECTION 8.02 Notice of Transfer.

(a) Other than in connection with Transfers made pursuant to the Exchange Agreement, each Shareholder shall, after complying with the

provisions of this Agreement, but in any event no later than three Business Days following any Transfer of Interests, give written notice to the Company of such Transfer. Each such notice shall describe the manner and circumstances of the Transfer.

(b) A Shareholder making a Transfer (including a deemed Transfer for U.S. federal income tax purposes as described in

Section 4.13 of the Exchange Agreement) permitted by this Agreement shall, unless otherwise determined by the Board, (i) at least five (5) Business Days before such Transfer, deliver to the Company an affidavit of non-foreign status with respect to such Shareholder that satisfies the requirements of Section 1446(f)(2) of the Code or other documentation establishing a valid exemption from withholding pursuant to

Section 1446(f) of the Code or (ii) contemporaneously with the Transfer, cause the Transferee to properly withhold and remit to the Internal Revenue Service the amount of tax required to be withheld upon the Transfer by

Section 1446(f) of the Code (and provide evidence to the Company of such withholding and remittance promptly thereafter).

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SECTION 8.03 Transferee Shareholders. A Transferee of Interests (including

any Shares or other Equity Securities in the Company) pursuant to this Article VIII shall have the right to become a Shareholder only if (a) the requirements of this Article VIII are met, (b) such Transferee executes an instrument

reasonably satisfactory to the Board agreeing to be bound by the terms and provisions of this Agreement and assuming all of the Transferor’s then existing and future Liabilities arising under or relating to this Agreement, (c) such

Transferee represents that the Transfer was made in accordance with all applicable securities Laws and such other reasonable representations as reasonably requested by the Board, (d) the Transferor or Transferee shall have reimbursed the

Company for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of all or a portion of a Shareholder’s Interest, whether or not consummated and (e) if such Transferee or his or her

spouse is a resident of a community property jurisdiction, then such Transferee’s spouse shall also execute an instrument reasonably satisfactory to the Board agreeing to be bound by the terms and provisions of this Agreement to the extent of

his or her community property or quasi-community property interest, if any, in such Shareholder’s Interest. Unless agreed to in writing by the Board, the admission of a Shareholder shall not result in the release of the Transferor from any

Liability that the Transferor may have to each remaining Shareholder or to the Company under this Agreement or any other contract between the Sole Voting Shareholder, the Company or any of its Subsidiaries, on the one hand, and such Transferor or

any of its Affiliates, on the other hand. Written notice of the admission of a Shareholder shall be sent promptly by the Company to each remaining Shareholder.

SECTION 8.04 Legend. Each certificate representing a Share, if any, will be stamped or otherwise imprinted with a legend in

substantially the following form:

“THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 OR

UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE FEDERAL, STATE OR NON-U.S. SECURITIES LAWS. IN ADDITION, TRANSFER OR OTHER

DISPOSITION OF THE INTERESTS IS RESTRICTED AS PROVIDED IN PARTNERSHIP AGREEMENT OF HMH HOLDING B.V.”

ARTICLE IX

ACCOUNTING; CERTAIN TAX MATTERS

SECTION 9.01 Books of Account. The Company shall, and shall cause each Subsidiary to, maintain true books and records of

account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, shall set aside on its books all such proper accruals and reserves as

shall be required under GAAP, and to the extent inconsistent therewith, in accordance with this Agreement. All questions of accounting shall be determined by the Board, or a committee or Officer authorized by the Board to make such determination.

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SECTION 9.02 Tax Elections.

(a) The Company and any eligible Subsidiary shall make an election (or continue a previously made election) pursuant to Section 754

of the Code (and any similar provisions of applicable U.S. state or local law) for the taxable year of the Company that includes the date hereof and shall not thereafter revoke such election. In addition, the Company shall make the following

elections on the appropriate forms or tax returns, if permitted under the Code or applicable Law:

(i) an election to

adopt the calendar year as the Company’s Fiscal Year;

(ii) an election to adopt the accrual method of

accounting for U.S. federal income tax purposes;

(iii) except where the Board elects to apply Section 9.05(e),

an election under Section 6226(a) of the Code, commonly known as the “push out” election, or any analogous election under state or local tax law, if applicable (including, for the avoidance of doubt, making a “push out”

election with respect to taxes attributable to a tax period ending on or before the date hereof); and

(iv) except as

otherwise provided herein, any other election the Board may deem appropriate and in the best interests of the Company.

(b) Upon

request of the Board, each Shareholder shall cooperate in Good Faith with the Company in connection with the Company’s efforts to make any election pursuant to this Section 9.02.

SECTION 9.03 Tax Returns; Information. The Board shall arrange for the preparation and timely filing of all income and other

tax and informational returns of the Company. The Board shall use commercially reasonable efforts to prepare and mail, deliver by facsimile, e-mail or other electronic means or otherwise furnish to each

Shareholder (and each other person that was a shareholder in such Fiscal Year or other taxable period), (x) timely information for purposes of permitting such Shareholder (or such other Person) to make payments of estimated taxes as may be required

by applicable Law and determine the relative value of any Non-Voting Class A Shares and Non-Voting Class B Shares surrendered pursuant to the Exchange

Agreement, and (y) as soon as practicable after the end of each Fiscal Year or other taxable period of the Company and no later than June 30 after the end of each such Fiscal Year or other taxable period (A) final versions of return

and statement, together with any schedules (including U.S. Internal Revenue Service Schedule K-1 (Form 1065)) or any successor schedule or form (“Schedule

K-1”), U.S. Internal Revenue Service Schedule K-3 (Form 1065), or any successor schedule or form (“Schedule

K-3”), and (B) any other information that a Shareholder may require in connection with such Shareholder’s (or its direct or indirect owner’s) own tax affairs. If the Company has not

issued a final Schedule K-1 within 75 days after the end of a Fiscal Year or other taxable period of the Company to each Shareholder during such Fiscal Year or other taxable period, the Company shall deliver

or cause to be delivered, no later than 75 days after the end of such Fiscal Year or other taxable period, to each Shareholder during such Fiscal Year or other taxable period, a reasonable estimate of the information to be included on such final

Schedule K-1 and Schedule K-

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3. The Shareholders agree to (a) take all actions reasonably requested by the Company or the Company Representative to comply with the Partnership Tax Audit Rules, including where

applicable, filing amended returns as provided in Sections 6225 or 6226 of the Code and providing confirmation thereof to the Company Representative and (b) furnish to the Company (i) all reasonably requested certificates or statements

relating to the tax matters of the Company (including without limitation an affidavit of non-foreign status pursuant to Section 1446(f)(2) of the Code), and (ii) all pertinent information in its

possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be prepared and timely filed.

SECTION 9.04 Certain Tax Matters.

(a) The Sole Voting Shareholder is specially authorized and appointed to act as the Company Representative and to designate a

“designated individual” in accordance with the Partnership Tax Audit Rules. The Company and the Shareholders (including any Shareholder designated as the Company Representative prior to the date hereof) shall cooperate fully with each

other and shall use reasonable best efforts to cause the Sole Voting Shareholder (or any other Person subsequently designated) to become the Company Representative with respect to any taxable period of the Company with respect to which the statute

of limitations has not yet expired, including (as applicable) by filing certifications pursuant to Treasury Regulations Section 301.6231(a)(7)-1(d).

(b) In acting as Company Representative, the Sole Voting Shareholder shall act, or shall act to cause the Company to act, to the maximum

extent possible, to cause income, gain, loss, deduction and credit of the Company, and adjustments thereto, to be allocated or borne by the Shareholders in the same manner as such items or adjustments would have been borne if the Company could have

effectively made an election under Section 6221(b) of the Code (commonly known as the “election out”) or similar state or local provision with respect to the taxable period at issue. The Company Representative may retain, at the

Company’s expense, such outside counsel, accountants and other professional consultants as it may reasonably deem necessary in the course of fulfilling its obligations as Company Representative.

(c) The Company shall reimburse and indemnify the Company Representative, from and against any costs, expenses or losses attributable to

or arising from any action (or failure to take any action) by each of the Company Representative in its capacity as such, subject to the standards and in the manner set forth in Article XI.

(d) Subject to Section 9.04(e), the Company Representative is authorized to take any action (or omit to take an action) permitted

to be taken (or not to be taken) under the Partnership Tax Audit Rules. Such actions include: making any election available under the Partnership Tax Audit Rules, entering into a settlement agreement with a tax authority, extending any statute of

limitations related to income taxes, proposing any modification, and deciding whether and where to litigate any claim governed by the Partnership Tax Audit Rules.

(e) Prior to taking any material action or making any material decision relating to the Partnership Tax Audit Rules, the Company

Representative shall consult in good faith with the Shareholders and use commercially reasonable efforts to take into account any reasonable suggestions or requests made by the Shareholders with respect to such action or decision. In the

39

event of any examinations of the affairs of the Company or any of its Subsidiaries by tax authorities, including resulting administrative and judicial proceedings, the Company Representative

shall promptly provide each Shareholder a written notice informing the Shareholders that the Company or any of its Subsidiaries, as applicable, is the subject of an examination by a tax authority with respect to a material tax return or that could

result in a material amount of taxes (including taxes imposed on Shareholders), shall keep each Shareholder reasonably informed of material developments relating to such examination and not settle such examination, to the extent relating to a matter

that could reasonably be expected to have an adverse effect on any Shareholder that is material and disproportionate as to its effect on other Shareholders or their Affiliates, without the consent of such adversely affected Shareholder, which

consent shall not be unreasonably withheld or delayed.

(f) In addition to the actions permitted to be taken pursuant to

Section 9.04(d) (and subject to Section 9.04(e)), (i) the Company Representative is authorized to take any action in furtherance of the actions permitted to be taken under Section 9.04(d) (including hiring advisors and making the

requests contemplated by Section 9.04(g)) and (ii) if the Company is otherwise required to pay an “imputed underpayment” under the Partnership Tax Audit Rules for any Fiscal Year or other taxable period of the Company, the

Company Representative for such Fiscal Year or other taxable period shall make an election under Section 6226 of the Code with respect to such imputed underpayment to the full extent permitted by the Partnership Tax Audit Rules. If no such

election is available under the Partnership Tax Audit Rules, the Company Representative shall determine in good faith the portion (if any) of such imputed underpayment (together with any associated interest and penalties) that is attributable to

each Relevant Shareholder (as defined herein). The Relevant Shareholder to which an imputed underpayment is attributed shall timely notify the Company Representative in writing if it disagrees with the attribution of such imputed underpayment and

set forth in reasonable detail the basis for such disagreement. After delivery of such written notice, the Relevant Shareholder and Company Representative shall use commercially reasonable efforts to resolve the dispute. If the Relevant Shareholder

and the Company Representative are unable to resolve such dispute no later than ten (10) days from such notice, the disputed imputed underpayment attribution shall be submitted to an accounting firm of national reputation acceptable to the Sole

Voting Shareholder.

(g) Each Person who owns (or owned) an interest in the Company during a Fiscal Year or other taxable period of

the Company (a “Relevant Shareholder”) shall (i) cooperate with the Company Representative, (ii) provide tax and other information reasonably requested by a Company Representative, (iii) execute, certify,

acknowledge and deliver such documents and certifications as may be reasonably requested by a Company Representative, (iv) do or refrain from doing any or all things reasonably requested by a Company Representative in connection with any tax

proceeding (including any audit, examination or investigation) involving a Fiscal Year or other taxable period of the Company that is governed by the Partnership Tax Audit Rules, (v) keep the Company Representative reasonably informed of each

material development with respect to any tax matter relating to or affecting the Company or any of its Subsidiaries, to the extent that the Company Representative could not reasonably be expected to be aware of such matters, and make related

documents available upon request to the Company Representatives before submission to any tax authority or court, and (vi) take any action reasonably requested by the Company Representative (or refrain from taking action so requested) in order

to satisfy any requirement under the Partnership Tax Audit Rules, including taking into account any allocation

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or adjustment of taxes, interest and penalties determined by the Company Representatives under the Partnership Tax Audit Rules, including, in each case, in connection with (x) a modification

of any proposed “imputed underpayment” under the Partnership Tax Audit Rules (including the “pull-in” procedure) or (y) an election under Section 6226 of the Code. The Company

Representative shall keep any such information confidential, it being understood that such information may be provided to a taxing or judicial authority to the extent required by applicable Law and to advisors, acting under obligation under

applicable Law or rules of professional conduct to keep such information confidential to the extent provided by applicable Law or such rules, hired by the Company Representative.

(h) Each Relevant Shareholder shall notify the Company Representative in a timely manner of any intention to file a notice of

inconsistent treatment under Section 6222 of the Code.

(i) It is the intention of the Company to be treated as a partnership

for U.S. federal income tax purposes. The Company intends that, to the extent practicable, each of its eligible Subsidiaries (other than non-U.S. Subsidiaries contributed by Akastor that are treated as

corporations for U.S. federal income tax purposes as of immediately prior to the closing date of the IPO) will be treated as a partnership or as a disregarded entity for U.S. federal income tax purposes. References in this Section 9.04 (other

than this Section 9.04(i)) to the “Company” shall include (i) any Subsidiary of the Company that is treated as a partnership or, to the extent applicable, an entity disregarded as separate from the Company or as separate from a

Subsidiary of the Company that is treated as a partnership, for U.S. federal income tax purposes and (ii) any entity or arrangement that is treated as a continuation of the Company for U.S. federal income tax purposes.

(j) Each Shareholder shall use commercially reasonable efforts to obtain and supply to the Company such information, documentation,

waivers, certificates and representations relating to the Shareholder (or its direct or indirect owners, including but not limited to beneficial owners or account holders) as the Company may reasonably request from time to time (in each case,

subject to at least 14 (fourteen) days’ notice):

(i) in order for the Company, any other member of the PubCo

Holdings Group and the Relevant Shareholders to comply with all applicable legal, regulatory or reporting requirements, or in relation to any actual or potential tax relating to the Company or any Shareholder, or otherwise; or

(ii) to enable the Company to make such filings, reports or elections properly and promptly in respect of or on behalf of

the Company as it may deem desirable or as may be requested or required by applicable Law or any regulatory authority or tax authority in any jurisdiction, in which case the Company may, except as contemplated otherwise by this Section 9.04, to

the extent that it reasonably considers it to be necessary or prudent having regard to the interests of the Company or the Shareholders generally, take any action, including disclosure of any such information, documentation, waivers, certificates or

representations to any relevant Governmental Entity or any other Person obligated to withhold tax in connection with the Company with a view of enabling a Relevant Shareholder (or its representatives or agents, as the case may be) to comply with

41

the above mentioned requirements, including where these are to assist in obtaining any exemption, reduction or refund of any withholding tax (in accordance with Section 4.2(c)) or any

deduction, relief or exemption for income tax purposes.

(k) Upon the request of BH, the Company shall use commercially reasonable

efforts to take such actions (including making any tax elections or other tax filings) as are reasonably required to cause BH to obtain an increase in its adjusted tax basis in its partnership interest in the Company for U.S. federal income tax

purposes, with respect to income inclusions under Section 951 or Section 951A of the Code attributable to any Subsidiary of the Company that is or was a “controlled foreign corporation” within the meaning of Section 957 of

the Code, effective prior to any sale of the Company; provided that such actions would not reasonably be expected to have any non-de minimis adverse consequences to the Company, the Shareholders or their respective Affiliates. To the

extent that BH has not obtained such increase in tax basis (whether because the actions described in the immediately preceding sentence are unavailable or otherwise), the Company shall, prior to and in connection with any sale of the Company, use

commercially reasonable efforts to cause each such Subsidiary to make distributions to the Company to the extent of amounts described in Section 959(a) of the Code; provided that such distributions would not reasonably be expected to have any

non-de minimis adverse consequences to the Company, the Shareholders or their respective Affiliates.

(l) The Company and the

Shareholders acknowledge that the Company is subject to different tax treatments in varying jurisdictions, including but not limited to being treated as a partnership for U.S. federal income tax purposes and as a resident taxpayer for Dutch

corporate income tax purposes. The Company and the Shareholders agree to take into account and to use commercially reasonable efforts to mitigate any adverse tax consequences that may arise as a result of or in connection with any transactions or

payments between the Company and the Shareholders or their respective Affiliates, and which tax consequences relate to or are otherwise connected with the Company’s different tax treatments, including but not limited to anti-hybrid rules and

similar tax provisions in relevant jurisdictions.

(m) The rights and obligations of a Shareholder under this Section 9.04

shall survive any Transfer of an interest by such Shareholder and any liquidation of the Company.

SECTION 9.05 Withholding

Tax Payments and Obligations.

(a) Withholding Tax Payments. Each of the Company and its Subsidiaries may withhold from

distributions, allocations or portions thereof if it is required to do so by any applicable rule, regulation or Law, and each Shareholder hereby authorizes the Company and its Subsidiaries to withhold or pay on behalf of or with respect to such

Shareholder, any amount of U.S. federal, state, local or non-U.S. taxes that the Board determines, in Good Faith, that the Company or any of its Subsidiaries is required to withhold or pay with respect to any

amount distributable or allocable to such Shareholder pursuant to this Agreement.

(b) Other Tax Payments. To the extent that

any tax is paid by (or withheld from amounts payable to) the Company or any of its Subsidiaries and the Board reasonably determines that such tax (including any Company Level Tax) specifically relates to one or more particular Shareholders, such tax

shall be treated as an amount of tax withheld or paid with respect to such Shareholder pursuant to this Section 9.05. Any determinations made by the Board in accordance with this Section 9.05 shall be binding on the Shareholders.

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(c) Tax Contribution and Indemnity Obligation. Any amounts withheld or paid by

the Company with respect to a Shareholder pursuant to Section 9.05(a) or (b) (other than the payment of Company Level Taxes) shall be offset against any distributions to which such Shareholder is entitled concurrently with such withholding or

payment (a “Tax Offset”); provided that the reduction in the amount of any distribution as a result of a Tax Offset shall be treated as having been distributed to such Shareholder pursuant to Section 5.01 or

Section 10.03(b)(iii) at the time such Tax Offset is made. To the extent that (i) the amount of such Tax Offset exceeds the distributions to which such Shareholder is entitled concurrently with such withholding or payment (an

“Excess Tax Amount”) or (ii) there is a payment of Company Level Taxes relating to a Shareholder under Section 9.05(b), the amount of such (A) Excess Tax Amount or (B) Company Level Taxes, as applicable, shall,

upon notification to such Shareholder by the Board, give rise to an obligation of such Shareholder to make a capital contribution to the Company (a “Tax Contribution Obligation”), which Tax Contribution Obligation shall be

immediately due and payable. If a Shareholder defaults with respect to its Tax Contribution Obligation, the Company shall be entitled to offset the amount of a Shareholder’s Tax Contribution Obligation against distributions to which such

Shareholder would otherwise be subsequently entitled until the full amount of such Tax Contribution Obligation has been contributed to the Company or has been recovered through offset against distributions and, for the avoidance of doubt, any such

offset shall be treated as distributed to such Shareholder pursuant to Section 5.01 or Section 10.03(b), as applicable, at the time such offset is made.

(d) Continued Obligations of Former Shareholders. Any Person who ceases to be a Shareholder shall be deemed to be a Shareholder

solely for purposes of this Section 9.05, and the obligations of a Shareholder pursuant to this Section 9.05 shall survive until 30 days after the closing of the applicable statute of limitations on assessment with respect to the taxes

withheld or paid by the Company or a Subsidiary that relate to the period during which such Person was actually a Shareholder; provided, that if the Board determines in its sole discretion that seeking indemnification for Company Level

Taxes from a former Shareholder is not practicable, or that seeking such indemnification has failed, then, in either case, the Sole Voting Shareholder may (i) recover any liability for Company Level Taxes from the substituted Shareholder that

acquired directly or indirectly the applicable interest in the Company from such former Shareholder or (ii) treat such liability for Company Level Taxes as a Company expense.

(e) Board Discretion Regarding Recovery of Taxes. Notwithstanding the foregoing, the Board may choose not to recover an amount of

Company Level Taxes or other taxes withheld or paid with respect to a Shareholder under this Section 9.05 to the extent that there are no distributions to which such Shareholder is entitled that may be offset by such amounts, if the Board

determines, in Good Faith, that such a decision would be in the best interests of the Shareholders (e.g., where the cost of recovering the amount of taxes withheld or paid with respect to such Shareholder is not justified in light of the amount that

may be recovered from such Shareholder).

SECTION 9.06 Contributed Deferred Tax Assets. The Shareholders and the Company

agree that, for purposes of applying Section 8.03(e) of the Transaction Agreement

43

entered into between BH and Akastor ASA on March 2, 2021 (the “Transaction Agreement”), the following rules shall apply (and, to the extent inconsistent with Section 8.03(e)

or any other provision of the Transaction Agreement, shall constitute an amendment of such agreement pursuant to Section 13.02(a) thereof):

(a) Relevance of Share Transfers. A transfer of Shares by Bear (as defined in the Transaction Agreement) is relevant only for

purposes of determining whether the Company has a continuing obligation to report the use of Bear Contributed Deferred Tax Assets (as defined in the Transaction Agreement) on any DTA Tax Benefit Statement (as defined in the Transaction Agreement)

with respect to a taxable period ending after such transfer, and a transfer of shares of the Company by Titan (as defined in the Transaction Agreement) is relevant only for purposes of determining whether the Company has a continuing obligation to

report the use of Titan Contributed Deferred Tax Assets (as defined in the Transaction Agreement) on any DTA Tax Benefit Statement (as defined in the Transaction Agreement) with respect to a taxable period ending after such transfer.

(b) Share Ownership Threshold. The Company’s obligation to report the use of Bear Contributed Deferred Tax Assets (as

defined in the Transaction Agreement) on a DTA Tax Benefit Statement (as defined in the Transaction Agreement) for a taxable year shall cease with the last taxable year ending before the taxable year in which Bear (as defined in the Transaction

Agreement) ceases to own at least one (1) outstanding Share, and the Company’s obligation to report the use of Titan Contributed Deferred Tax Assets (as defined in the Transaction Agreement) on a DTA Tax Benefit Statement (as defined in

the Transaction Agreement) for a taxable year shall cease with the last taxable year ending before the taxable year in which Titan (as defined in the Transaction Agreement) ceases to own at least one (1) outstanding Share.

(c) Transfer of Shares in Accordance with Existing Shareholders Agreement. A determination of whether a transfer of Shares is in

accordance with the Existing Shareholders Agreement will be made solely by reference to whether such transfer is in accordance with Article VIII of this Agreement and without regard to whether or not such transfer is made to a Permitted Transferee

(as defined in the Existing Shareholders Agreement).

ARTICLE X

DISSOLUTION AND TERMINATION

SECTION 10.01 Liquidating Events. The Company shall dissolve and commence winding up and liquidating upon the first to occur

of the following (each, a “Liquidating Event”):

(a) the sale of all or substantially all of the assets of the

Company; and

(b) the determination of the General Meeting to dissolve, wind up and liquidate the Company, in accordance with the

Company Articles.

The Shareholders hereby agree that the Company shall not dissolve prior to the occurrence of a Liquidating Event and that no

Shareholder shall seek a dissolution of the Company, under Section 101.154 of the Act or otherwise, other than based on the matters set forth in clauses (a) and (b)

44

above. If it is determined by a court of competent jurisdiction that the Company has dissolved prior to the occurrence of a Liquidating Event, the Shareholders hereby agree to continue the

business of the Company without a winding up or liquidation. In the event of a dissolution pursuant to Section 10.01(b), the relative economic rights of each class of Shares immediately prior to such dissolution shall be preserved to the

greatest extent practicable with respect to distributions made to Shareholders pursuant to Section 10.03 in connection with such dissolution, taking into consideration tax and other legal constraints that may adversely affect one or more

parties to such dissolution and subject to compliance with applicable Laws and regulations, unless, with respect to any class of Shares, holders of a majority of the Shares of such class consent in writing to a treatment other than as described

above.

SECTION 10.02 Bankruptcy. For purposes of this Agreement, the “bankruptcy” of a Shareholder

shall mean the occurrence of any of the following: (a) any Governmental Entity shall take possession of any substantial part of the property of that Shareholder or shall assume control over the affairs or operations thereof, or a receiver or

trustee shall be appointed, or a writ, order, attachment or garnishment shall be issued with respect to any substantial part thereof, and such possession, assumption of control, appointment, writ or order shall continue for a period of 90

consecutive days; or (b) a Shareholder shall admit in writing of its inability to pay its debts when due, or make an assignment for the benefit of creditors; or apply for or consent to the appointment of any receiver, trustee or similar officer

or for all or any substantial part of its property; or shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debts, dissolution, liquidation or similar

Proceeding under the Laws of any jurisdiction; or (c) a receiver, trustee or similar officer shall be appointed for such Shareholder or with respect to all or any substantial part of its property without the application or consent of that

Shareholder, and such appointment shall continue undischarged or unstayed for a period of 90 consecutive days or any bankruptcy, insolvency, reorganization, arrangements, readjustment of debt, dissolution, liquidation or similar Proceedings shall be

instituted (by petition, application or otherwise) against that Shareholder and shall remain undismissed for a period of 90 consecutive days.

SECTION 10.03 Procedure.

(a) In the event of the dissolution of the Company for any reason, the Sole Voting Shareholder or such other Person as is designated by

the Board (the “Winding-Up Shareholder”) shall commence to wind up the affairs of the Company and, subject to Section 10.04, the Winding-Up

Shareholder shall have full right and unlimited discretion to determine in Good Faith the time, manner and terms of any sale or sales of the property of the Company or other assets pursuant to such liquidation, having due regard to the activity and

condition of the relevant market and general financial and economic conditions. The Shareholders shall continue to share profits, losses and distributions during the period of liquidation in the same manner and proportion as though the Company had

not dissolved. The Company shall engage in no further business except as may be necessary, in the reasonable discretion of the Sole Voting Shareholder or the Winding-Up Shareholder, as applicable, to preserve

the value of the Company’s assets during the period of dissolution and liquidation.

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(b) Following the payment of all expenses of liquidation and the allocation of all

Profits and Losses as provided in Article IV, the proceeds of the liquidation and any other funds of the Company shall be distributed in the following order of priority:

(i) first, to the payment and discharge of all of the Company’s debts and Liabilities to creditors (whether

third parties or Shareholders), in the order of priority as provided by Law, except any obligations to the Shareholders in respect of their Capital Accounts;

(ii) second, to set up such cash reserves that the Sole Voting Shareholder reasonably deems necessary for

contingent or unforeseen Liabilities or future payments described in Section 10.03(b)(i) (which reserves when they become unnecessary shall be distributed in accordance with the provisions of clause (iii) below); and

(iii) third, the balance to the Shareholders, with (A) the assets from U.S. Operations distributed pro

rata to the holders of the Company Class A Shares in accordance with the number of Company Class A Shares owned by each Shareholder and (B) the assets from Non-U.S. Operations distributed

pro rata to the holders of the Company Class B Shares in accordance with the number of Company Class B Shares owned by each Shareholder.

(c) No Shareholder shall have any right to demand or receive property other than cash upon dissolution and termination of the Company.

(d) Upon the completion of the liquidation of the Company and the distribution of all Company funds, the Company shall terminate

and the Sole Voting Shareholder or the Winding-Up Shareholder, as the case may be, shall have the authority to execute and record a certificate of cancellation of the Company, as well as any and all other

documents required to effectuate the dissolution and termination of the Company.

SECTION 10.04 Distributions in Cash or in

Kind. Upon the dissolution of the Company, the Winding-Up Shareholder shall use reasonable best efforts to liquidate all of the Company assets in an orderly manner and apply the proceeds of such

liquidation as set forth in Section 10.03; provided, however, that, if, in the Good Faith judgment of the Winding-Up Shareholder, a Company asset should not be liquidated, the Winding-Up Shareholder shall distribute such asset, on the basis of its fair market value (determined in Good Faith by the Winding-Up Shareholder), in accordance with

Section 10.03, subject to the priorities set forth in Section 10.03; and provided, further, however, that the Winding-Up Shareholder shall in Good Faith attempt to liquidate sufficient

assets of the Company to satisfy in cash (or make reasonable provision for) the debts and liabilities referred to in Section 10.03(b). Each Shareholder irrevocably waives any right that it may have to maintain an action for partition with

respect to the property of the Company.

SECTION 10.05 Claims of Shareholders. The Shareholders shall look solely to the

Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital

contributions, the Shareholders and former Shareholders shall have no recourse against the Company, any Director, any other Shareholder or

46

any Affiliates of any Shareholder. No Shareholder shall have any obligation to make any Capital Contributions with respect to such insufficiency, and such insufficiency shall not be considered a

debt owed to the Company or to any other Person.

SECTION 10.06 Notices of Dissolution. In the event a Liquidating Event

occurs or an event occurs that would, but for the provisions of Section 10.01, result in a dissolution of the Company, the Company shall, within 30 days thereafter, (a) provide written notice thereof to each of the Shareholders and to all

other parties with whom the Company regularly conducts business (as determined in the discretion of the Board), and (b) comply, in a timely manner, with all filing and notice requirements under the Act or any other applicable Law.

SECTION 10.07 Reasonable Time for Winding Up. A reasonable time shall be allowed for the orderly winding up of the business

and affairs of the Company and the liquidation of its assets in order to minimize any losses that might otherwise result from such winding up.

SECTION 10.08 No Deficit Restoration Obligation. No Shareholder shall be liable to the Company or to any other Shareholder

for any negative balance outstanding in each such Shareholder’s Capital Account, whether such negative Capital Account results from the allocation of losses or other items of deduction and loss to such Shareholder or from distributions to such

Shareholder, and such Shareholder shall not have any obligation to make any contribution to the capital of the Company with respect to such deficit and such deficit shall not be considered a debt owed to the Company or, except as required by the

Act, to any other Person for any purpose whatsoever.

ARTICLE XI

EXCULPATION AND INDEMNIFICATION

SECTION 11.01 Fiduciary Duties.

(a) Notwithstanding any duty otherwise existing under applicable Law or in equity, to the fullest extent permitted by applicable Law and

except as expressly contemplated by this Agreement, no Shareholder shall have any duty (including any fiduciary duty) otherwise applicable at applicable Law or in equity to the Company or to any other Person with respect to or in connection with the

Company or the Company’s business or affairs, and, except as otherwise expressly provided in this Agreement, with respect to any vote, consent or approval at any meeting of the Shareholders or otherwise under this Agreement, each Shareholder

may grant or withhold such vote, consent or approval in its sole and absolute discretion. Except to the extent that a particular provision in this Agreement establishes a different standard, process, right or duty (including Section 11.01(b)),

the Officers of the Company shall owe such fiduciary duties to the Company and the Shareholders as shall exist from time to time under the Act.

(b) In performing his or her duties, each Shareholder, Director or Officer shall be entitled to rely in Good Faith on the provisions of

this Agreement and on information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts

pertinent to the existence and amount of assets from which distributions to Shareholders

47

pursuant to Article V might properly be paid) of the following other Persons or groups: one or more Officers or employees of the Company, any attorney, independent accountant, appraiser or other

expert or professional employed or engaged by or on behalf of the Company or the Board; or any other Person who has been selected by or on behalf of the Company, or the Board, in each case, as to matters which such Shareholder, Director or Officer

reasonably believes to be within such other Person’s competence. Neither the amendment nor repeal of this Section 11.01, nor the adoption of any other provision to this Agreement, nor, to the fullest extent permitted by the Act, the

Company Articles or any modification of applicable Law, shall eliminate or reduce the effect of this Section 11.01 in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

SECTION 11.02 Exculpation.

(a) To the fullest extent permitted by applicable Law, no Person made or threatened to be made a party to any action, suit or

proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Shareholder, Director, or Officer of the Company or any of its Subsidiaries (each, an “Indemnified Party” and

collectively, the “Indemnified Parties”) shall be liable to the Company or its Subsidiaries or to any other Person that is a party hereto or is otherwise bound hereby for any act or failure to act with respect to or in connection

with the Company or the Company’s business or affairs (without prejudice to rights and remedies available for breaches of this Agreement, in accordance with the terms of this Agreement, if applicable), except in the case of bad faith, willful

misconduct or breach of this Agreement or the Act.

(b) Notwithstanding the foregoing, other than in the case of bad faith or

willful misconduct, no Indemnified Party shall have any liability hereunder for any punitive damages or any damages that are not reasonably foreseeable.

(c) The Company shall also have the power to exculpate, to the same extent set forth in this Section 11.02, employees of the

Company or its Subsidiaries who are not Indemnified Parties and agents of the Company or its Subsidiaries.

SECTION 11.03 Indemnification.

(a) Each Person (and the heirs, executors or administrators of such Person) who was or is a party or is threatened to be made a party

to, or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was an Indemnified Party, in each case, acting in their

capacities as such, and such action, suit or proceeding relates to an act or omission of such Indemnified Party acting in its capacity as such, shall, except to the extent caused by such Person’s bad faith or willful misconduct, be indemnified

and held harmless by the Company to the fullest extent permitted by applicable Law (including indemnification for acts or omissions constituting negligence, gross negligence or breach of duty), provided, however, that the foregoing

indemnification shall not be available to a Shareholder or its Affiliates in the case of an action, suit or proceeding brought by a Shareholder or any other party to this Agreement against such Shareholder or its Affiliates.

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(b) The right to indemnification conferred in this Section 11.03 shall also

include the right to be paid by the Company the expenses incurred in connection with any such action, suit or proceeding in advance of its final disposition to the fullest extent authorized by the applicable Laws of the Netherlands, provided,

however, that the payment of such expenses in advance of the final disposition of an action, suit or proceeding shall be made only upon delivery to the Company of an undertaking by or on behalf of the applicable Indemnified Party to repay all

amounts so paid in advance if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified under this Section 11.03 or otherwise.

(c) The rights to indemnification and advancement conferred in this Section 11.03 constitute contract rights.

(d) Notwithstanding the foregoing provisions of this Section 11.03, the Company shall indemnify an Indemnified Party in connection

with a proceeding (or part thereof) initiated by such Indemnified Party only if such proceeding (or part thereof) was authorized by the Board, provided, however, that an Indemnified Party shall be entitled to reimbursement of his or

her reasonable counsel fees with respect to a proceeding (or part thereof) initiated by such Indemnified Party to enforce his or her right to indemnity or advancement of expenses under the provisions of this Section 11.03 to the extent that the

Indemnified Party is successful on the merits in such proceeding (or part thereof).

(e) The Company shall also have the power to

indemnify and hold harmless, to the same extent set forth in this Section 11.03, employees of the Company or its Subsidiaries who are not Indemnified Parties and agents of the Company or its Subsidiaries.

(f) The Company and the Shareholders hereby acknowledge that each Indemnified Party may have certain rights to indemnification,

advancement of expenses and/or insurance provided by a Person other than the Company and any of its direct or indirect Subsidiaries (such Persons, collectively, the “Secondary Indemnitors”). The Company and the Shareholders hereby

agree and acknowledge that the Company is the indemnitor of first resort with respect to the Indemnified Parties in connection with their rights to indemnification and advancement of expenses set forth in this Section 11.03 (i.e., the

Company’s obligations to the Indemnified Parties are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide insurance or indemnification for the same expenses or liabilities incurred by the Indemnified

Parties are secondary). The Company and the Shareholders further agree that no payment by the Secondary Indemnitors on behalf of the Indemnified Parties with respect to any claim for which the Indemnified Parties are entitled to indemnification or

advancement from the Company shall affect the foregoing and the Secondary Indemnitors shall have a right of contribution and/or be subrogated to the extent of such payment to all of the rights of recovery of the Shareholders in their capacities as

Indemnified Parties against the Company.

(g) The Company may, by action of the Board, provide indemnification to such officers,

employees and agents of the Company or other Persons who are or were serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to such extent and to

such effect as the Board shall reasonably determine to be appropriate.

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SECTION 11.04 Survival. Notwithstanding any provision of this Agreement to

the contrary, the provisions of this Article XI shall survive the termination, voluntary or involuntary, of the status of a Shareholder as such, the termination, voluntary or involuntary, of the status of any Indemnified Party or other Person as to

whom the provisions of this Article XI apply as such and the termination of this Agreement or dissolution of the Company.

SECTION 11.05 Entry Into Force. The provisions of this Article XI shall be applicable to any action, suit or proceeding

commenced after the date of this Agreement against any Indemnified Party arising from any act or omission of such Indemnified Party acting in its capacity as such, whether occurring before or after the date of this Agreement. No amendment to or

repeal of this Article XI, or, to the fullest extent permitted by applicable Law, any amendment of applicable Law, shall have any effect on the rights provided under this Article XI with respect to any act or omission occurring prior to such

amendment or repeal.

SECTION 11.06 No Exclusivity. The indemnification hereby provided and provided hereafter pursuant

to the power hereby conferred by this Article XI on the Board shall not be exclusive of any other rights to which any Person may be entitled (including under a separate indemnification agreement for each of the Directors), including any right under

policies of insurance that may be purchased and maintained by the Company or others, with respect to claims, issues or matters in relation to which the Company would not have the power to indemnify such Person under the provisions of this Article

XI. Such rights shall not prevent or restrict the power of the Company to make or provide for any further indemnity, or provisions for determining entitlement to indemnity, pursuant to one or more indemnification agreements or other arrangements

(including creation of trust funds or security interests funded by letters of credit or other means) reasonably approved by the Board (whether or not any of the Shareholders, Directors or Officers shall be a party to or beneficiary of any such

agreements or arrangements), provided, however, that any provision of such agreements or other arrangements shall not be effective if and to the extent that it is determined to be contrary to this Article XI or applicable Law.

SECTION 11.07 Assets for Indemnification. Any indemnity under this Article XI shall be provided solely out of, and only to

the extent of, the Company’s assets, and no Shareholder shall be required directly to indemnify any Indemnified Party pursuant to this Article XI.

SECTION 11.08 Covered Parties. None of the provisions of this Article XI shall be deemed to create any rights in favor of

any Person other than Indemnified Parties and any other Person to whom the provisions of this Article XI expressly apply.

ARTICLE XII

MISCELLANEOUS

SECTION 12.01 Notices. Any notice or other communication hereunder must be given in writing and (a) delivered in

person, (b) transmitted by facsimile, by telecommunications mechanism or electronically or (c) mailed by certified or registered mail, postage prepaid, receipt requested as follows:

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If to HMH Holding Inc. or HMH Holding B.V.:

HMH Holding B.V.

3300 North Sam Houston Parkway East

Houston, TX 77032

Attention: Dwight Rettig

Email: [***]

With copies (which shall not constitute notice)

to:

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002-4995

Attention: James Marshall

Email: [***]

If to Baker Hughes Holdings LLC:

Baker Hughes Holdings LLC

245 Hammersmith Road

London W6 8PW

United Kingdom

Attention: John L. Keffer

Email: [***]

With copies (which shall not constitute notice) to:

King & Spalding LLP

1180 Peachtree Street, NE

Atlanta, GA 30309

Attention: Erik Belenky and Elizabeth Morgan

Email: [***]and [***]

If to Akastor AS or Mercury HoldCo

Inc.:

Akastor AS

PO Box 124,

1325 Lysaker

Norway

Attention: Eirik Thomassen

Email: [***]

and

Mercury HoldCo Inc.

3300 North Sam Houston Parkway East

51

Houston, TX 77032

Attention: Eirik Thomassen

Email: [***]

With copies (which shall not constitute notice) to:

Cravath,

Swaine & Moore LLP

Two Manhattan West

375 Ninth

Avenue

New York, NY 10001

Attention: Nicholas Dorsey,

Douglas Dolan and Chris Fargo

Email: [***], [***] and [***]

or to such other address or to such other Person as either party shall have last designated by such notice to the other parties. Each such notice or other

communication shall be effective (i) if given by telecommunication or electronically, when transmitted to the applicable number or email address so specified in (or pursuant to) this Section 12.01 and an appropriate answerback is received

or, if transmitted after 4:00 p.m. local time on a Business Day in the jurisdiction to which such notice is sent or at any time on a day that is not a Business Day in the jurisdiction to which such notice is sent, then on the immediately following

Business Day, (ii) if given by mail, on the first Business Day in the jurisdiction to which such notice is sent following the date three days after such communication is deposited in the mails with first class postage prepaid, addressed as

aforesaid or (iii) if given by any other means, on the Business Day when actually received at such address or, if not received on a Business Day, on the Business Day immediately following such actual receipt.

SECTION 12.02 Counterparts. This Agreement and any amendment hereto or any other agreement (or document) delivered pursuant

hereto may be executed in counterparts and by different parties in separate counterparts any of which may delivered by email or other electronic means. All of such counterparts shall constitute one and the same agreement (or other document) and

shall become effective (unless otherwise provided therein) when counterparts have been signed by each party and delivered to the other party.

SECTION 12.03 Entire Agreement. This Agreement, together with all Exhibits and Schedules hereto and all other agreements

referenced therein and herein, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or

written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth herein and therein.

SECTION 12.04 Governing Law. This Agreement will be governed by, and construed in accordance with, the law of the State of

Delaware without regard to conflicts of law principles thereof.

SECTION 12.05 Severability. If any term or other

provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and

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provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner

materially adverse to any party hereto. Upon determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto will negotiate in Good Faith to modify this Agreement so as to effect the original

intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

SECTION 12.06 Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon the parties

and their respective successors and assigns, but shall inure to the benefit of and be enforceable by the successors and assigns of any Shareholder only to the extent that they are permitted successors and assigns pursuant to the terms hereof. No

party may assign its rights hereunder except as herein expressly permitted.

SECTION 12.07 Headings. The descriptive

headings of the Company Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

SECTION 12.08 Resolution of Disputes.

(a) Any and all disputes that cannot be settled amicably after good faith negotiations, including any ancillary claims of any party

hereto, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and

enforceability of this arbitration provision) will be finally settled by arbitration conducted by a single arbitrator in New York, New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce. If the

parties to the dispute fail to agree on the selection of an arbitrator within ten Business Days of the receipt of the request for arbitration, the International Chamber of Commerce will make the appointment. The arbitrator will be a lawyer and will

conduct the proceedings in the English language. Performance under this Agreement will continue if reasonably possible during any arbitration proceedings.

(b) Notwithstanding the provisions of Section 12.08(a), any party hereto may bring an action or special proceeding in any court of

competent jurisdiction for the purpose of compelling another party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, or enforcing an arbitration award and, for the purposes of this paragraph (b), each

party hereto (i) expressly consents to the application of Section 12.08(d) to any such action or proceeding, and (ii) agrees that proof will not be required that monetary damages for breach of the provisions of this Agreement would be

difficult to calculate and that remedies at law would be inadequate.

(c) Each party hereto irrevocably consents to service of

process by means of notice in the manner provided for in Section 12.08.

(d) (i) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE

JURISDICTION OF THE UNITED STATES DISTRICT COURT LOCATED IN THE STATE OF DELAWARE AND THE COURT OF CHANCERY OF THE STATE OF DELAWARE

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(AND THE APPROPRIATE APPELLATE COURTS THEREFROM) FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 12.08, OR ANY JUDICIAL

PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or

preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the forum designated by this paragraph (d) has a reasonable relation to this Agreement, and to the parties’ relationship

with one another.

(ii) The parties hereby waive, to the fullest extent permitted by applicable Law, any objection that they now or

hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section 12.08(d)(i) and such parties agree not to plead or claim the same.

(iii) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING

OUT OF OR RELATING TO THIS AGREEMENT.

SECTION 12.09 Expenses. Except as otherwise provided in this Agreement, each

party shall bear its own expenses in connection with the transactions contemplated by this Agreement.

SECTION 12.10 Amendments; Waivers.

(a) The terms and provisions of this Agreement may be waived, modified or amended (including by means of merger, consolidation or other

business combination to which the Company is a party) with the approval of the Sole Voting Shareholder; provided that no waiver, modification or amendment shall be effective until at least five Business Days after written notice is provided

to the Shareholders, and, for the avoidance of doubt, any Shareholder shall have the right to file a Redemption Request prior to the effectiveness of such waiver, modification or amendment; provided, further, that no amendment to this

Agreement may:

(i) modify the limited liability of any Shareholder, or increase the liabilities or obligations of

any Shareholder, in each case, without the consent of each such affected Shareholder; or

(ii) materially alter or

change any rights, preferences or privileges of any Interests in a manner that is different or prejudicial (or would have a different or prejudicial effect) relative to any other Interests, without the approval of a majority in interest of the

Shareholders holding the Interests affected in such a different or prejudicial manner.

(b) Notwithstanding the provisions of

Section 12.10(a), the Sole Voting Shareholder, acting alone, may amend this Agreement or direct the Board to update the books and records of the Company (i) to reflect the admission of new Shareholders, Transfers of Interests, the issuance

of additional Shares or Equity Securities (as provided by the terms of this Agreement) and, subject to Section 12.10(a), subdivisions or combinations of Shares made in compliance with

54

Section 3.02(k), (ii) to the minimum extent necessary to comply with or administer in an equitable manner the Partnership Tax Audit Rules in any manner determined by the Board, and

(iii) as necessary to avoid the Company being classified as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.

(c) No waiver of any provision or default under, nor consent to any exception to, the terms of this Agreement or any agreement

contemplated hereby shall be effective unless in writing and signed by the party to be bound and then only to the specific purpose, extent and instance so provided.

SECTION 12.11 Further Assurances.

(a) Each party agrees that it will from time to time, upon the reasonable request of another party, execute such documents and

instruments and take such further action as may be required to accomplish the purposes of this Agreement.

(b) Without limitation to

Section 12.11(a), each party hereto shall not exercise any rights conferred on it by the Company Articles or the Act or otherwise, which are or may be inconsistent with its rights or obligations under this Agreement.

SECTION 12.12 Certain Representations by Shareholders. Each Shareholder, by executing this Agreement and becoming a

Shareholder, whether by making a Capital Contribution, by admission in connection with a permitted Transfer or otherwise, represents and warrants to the Company and the Sole Voting Shareholder, as of the date of its admission as a Shareholder, that

such Shareholder (or, if such Shareholder is disregarded for U.S. federal income tax purposes, such Shareholder’s regarded owner for such purposes) is either: (i) not a partnership, grantor trust or Subchapter S corporation for U.S.

federal income tax purposes (e.g., such Shareholder is either an individual or a Subchapter C corporation), or (ii) is a partnership, grantor trust or Subchapter S corporation for U.S. federal income tax purposes, but (A) permitting the

Company to satisfy the 100-partner limitation set forth in Treasury Regulations Section 1.7704-1(h)(1)(ii) is not a principal purpose of any beneficial owner of

such Shareholder in investing in the Company through such Shareholder, (B) such Shareholder was formed for business purposes prior to or in connection with the investment by such Shareholder in the Company or for estate planning purposes, and

(C) no beneficial owner of such Shareholder has a redemption or similar right with respect to such Shareholder that is intended to correlate to such Shareholder’s right to redemption pursuant to the Exchange Agreement.

SECTION 12.13 Rights of Shareholders Independent. The rights available to the Shareholders under this Agreement and at Law

shall be deemed to be several and not dependent on each other and each such right accordingly shall be construed as complete in itself and not by reference to any other such right. Any one or more and/or any combination of such rights may be

exercised by a Shareholder and/or the Company from time to time and no such exercise shall exhaust the rights or preclude another Shareholder from exercising any one or more of such rights or combination thereof from time to time thereafter or

simultaneously.

SECTION 12.14 Large Company Regime. If by operation of applicable Law the Company is required to adopt

provisions in the Company Articles in order to comply with the

55

requirements pursuant to the provisions of sections 2:262 up to and including 2:274 of the Act (volledige of gemitigeerde structuurregime), the parties hereto

shall cooperate to include such provisions in the Company Articles and/or shall agree on such amendments to this Agreement as may be necessary to preserve such powers and interests as are granted to each party under this Agreement with respect of

the Company, to the extent permitted by applicable Law. In case the requirements pursuant to the provisions of sections 2:262 up to and including 2:274 of the Act apply to any of the Subsidiaries, the provisions of this Section 12.14 shall

apply accordingly.

SECTION 12.15 Representation By Counsel; Interpretation. The parties acknowledge that each party to

this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law, or any legal decision that would require interpretation of any claimed ambiguities in

this Agreement against the party that drafted it has no application and is expressly waived.

SECTION 12.16 No Third-Party

Beneficiaries. Except as expressly provided in Article XI, nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto and their respective successors and permitted assigns, any rights or

remedies under this Agreement or otherwise create any third-party beneficiary hereto.

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IN WITNESS WHEREOF, each of the parties hereto has caused this Partnership Agreement

to be executed as of the day and year first above written.

COMPANY:

HMH HOLDING B.V.

By:

/s/ Thomas W. McGee

Name:

Thomas W. McGee

Title:

Chief Financial Officer

SIGNATURE PAGE TO

PARTNERSHIP AGREEMENT OF

HMH HOLDING B.V.

SHAREHOLDERS:

HMH HOLDING INC.

By:

/s/ Eirik Bergsvik

Name:

Eirik Bergsvik

Title:

Chief Executive Officer

BAKER HUGHES HOLDINGS LLC

By:

/s/ Daniel Horton

Name:

Daniel Horton

Title:

Deputy Treasurer

AKASTOR AS

By:

/s/ Øyvind Paaske

Name:

Øyvind Paaske

Title:

Chair

MERCURY HOLDCO INC.

By:

/s/ Aksel Matre

Name:

Askel Matre

Title:

Director

SIGNATURE PAGE TO

PARTNERSHIP AGREEMENT OF

HMH HOLDING B.V.

Exhibit A

Shareholders

•

HMH Holding Inc.

•

Baker Hughes Holdings LLC

•

Akastor AS

•

Mercury HoldCo Inc.

EXHIBIT A TO

PARTNERSHIP AGREEMENT OF

HMH HOLDING B.V.

EX-10.4

EX-10.4

Filename: d100419dex104.htm · Sequence: 10

EX-10.4

Exhibit 10.4

FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated [     ], 2026, is by and

between HMH Holding Inc., a Delaware corporation (the “Company”), and [     ] (“Indemnitee”).

WHEREAS, it is essential to the Company and its mission to retain and attract as officers and directors the most capable persons

available;

WHEREAS, both the Company and Indemnitee recognize the risk of claims that are routinely asserted against officers and

directors of public companies, and the associated costs of defending such claims;

WHEREAS, the Amended and Restated Certificate of

Incorporation (as may be amended, restated or amended and restated from time to time, the “Charter”) and the Amended and Restated Bylaws (as may be amended, restated or amended and restated from time to time, the

“Bylaws”) of the Company provide certain indemnification rights to the officers and directors of the Company, as provided by Delaware law; and

WHEREAS, to induce Indemnitee to serve, or continue to serve, as [a director/an officer] of the Company or as a director/officer of

another entity at the Company’s request or to take on additional service for or on behalf of the Company or its direct or indirect subsidiaries, the Company wishes to provide in this Agreement for the indemnification of and the advancing of

expenses to Indemnitee to the fullest extent permitted by law (whether partial or complete) and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the Company’s

directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the premises, the mutual

covenants and agreements contained herein and Indemnitee’s continuing to serve as [a director/an officer] of the Company, the parties hereto agree as follows:

1. Certain Definitions.

As used herein, the following words and terms shall have the following respective meanings (whether singular or plural):

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or

more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,”

“controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person,

whether through the ownership of voting securities, by agreement or otherwise).

1

“Change in Control” shall be deemed to have occurred upon the

occurrence of any of the following events:

(i) the acquisition by any individual, entity or group (within the

meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Voting Securities where such acquisition causes such Person to own 40% or more of the combined voting power of the then outstanding Voting Securities; provided,

however, that for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a Change in Control: (A) any acquisition by the Company or a wholly-owned subsidiary of the Company, (B) any acquisition

directly from the Company that is approved by the Board of Directors of the Company (the “Board of Directors”) prior to the transaction, (C) any acquisition by any Exempt Person or by any employee benefit plan (or

related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A) and (B) of paragraph (iii) of this

definition;

(ii) the replacement of a majority of the Board of Directors over a

two-year period of the directors who constituted the Board of Directors at the beginning of such period, and such replacement shall not have been approved or recommended by a vote of at least a majority of the

directors then still in office who either were members of such Board of Directors at the beginning of such period or whose election as a member of such Board of Directors was previously so approved or recommended; provided, that any such

person whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors or other actual or threatened solicitation of proxies or consents by or on behalf

of a Person other than the Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered to have been so approved or recommended;

(iii) the consummation of a reorganization, merger or consolidation or the sale or other disposition of all or

substantially all of the assets of the Company, whether in one or a series of related transactions (“Business Combination”), excluding, however, such a Business Combination pursuant to which (A) the individuals and

entities who were the beneficial owners of the outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the

combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from such Business Combination in substantially the same proportions as their ownership of the common

stock of the Company and Voting Securities immediately prior to such Business Combination (including, without limitation, an entity that as a result of such transaction owns the Company or all or substantially all of the Company’s assets

either directly or through one or more subsidiaries), and (B) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Board of Directors at the time of the

execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; or

2

(iv) approval by the stockholders of the Company of a complete

liquidation or dissolution of the Company except pursuant to a Business Combination that complies with clauses (A) and (B) of paragraph (iii) of this definition.

“Claim” shall include any threatened, pending or completed action, suit, arbitration, alternative dispute resolution

mechanism, inquiry or investigation (including any internal investigation, and whether instituted by the Company or any other party or otherwise), administrative hearing, or any other threatened, pending or completed proceeding, whether brought by

or in the right of the Company or any other party or otherwise, whether civil (including intentional and unintentional tort claims), criminal, administrative, investigative or other.

“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary

of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other

enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or Expense Advance may be available under this Agreement.

“Disinterested Director” means a director of the Company who is not and was not a party to the Claim in respect of

which indemnification is sought by Indemnitee.

“Exempt Person” means each of Baker Hughes Holdings LLC and

Akastor ASA and each of their respective Affiliates.

“Expenses” shall include attorneys’ fees and all

other costs, penalties, fees, fines, expenses, liabilities and obligations actually or reasonably paid or incurred in connection with investigating, prosecuting, defending, being a witness in, subject or target of, or participating in (including on

appeal), or preparing to prosecute or defend, be a witness in, subject or target of, or participate in, any Claim. Expenses also shall include any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed

receipt of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.

“Independent Legal Counsel” means an attorney or firm of attorneys, selected in accordance with the provisions of

Section 3, who shall not have otherwise performed services for the Company, the Company’s parent entity (if any), or Indemnitee within the last five years and who are not currently performing services for the Company,

the Company’s parent entity (if any), or Indemnitee, in each case, other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements.

“Reviewing Party” means (a) if a Change in Control shall not have occurred, (i) a majority of the

Disinterested Directors or a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors or (ii) if there are no Disinterested Directors or if the Disinterested Directors so direct, Independent Legal

Counsel or (b) if a Change in Control shall have occurred, the Independent Legal Counsel referred to in Section 3 hereof.

“Voting Securities” means the voting securities of the Company entitled to vote generally in the election of

directors of the Company.

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2. Basic Indemnification and Advancement Arrangement.

(a) In the event Indemnitee was, is, becomes or will become a party to, subject or target of, or witness or other participant in, or is

threatened to be made a party to, subject or target of, or witness or other participant in, a Claim by reason of (or arising in part out of) Indemnitee’s Corporate Status (or in respect of any action or inaction on Indemnitee’s part

while acting in any capacity described in the definition of Corporate Status), the Company shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than thirty (30) days after written

demand is presented to the Company (which demand shall contain sufficient information to reasonably inform the Company about the nature and extent of the indemnification sought by Indemnitee), against any and all Expenses, judgments and amounts paid

or payable in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments or amounts paid or payable in settlement) of such Claim.

(b) If so requested in writing by Indemnitee (which such written request shall contain sufficient information to reasonably inform the

Company about the nature and extent of the Expense Advance (as defined below) sought by Indemnitee), whether prior to or after the final disposition of a Claim, the Company shall advance (within thirty (30) calendar days of such request) any

and all Expenses actually and reasonably incurred by or on behalf of Indemnitee (including, without limitation, Expenses actually and reasonably billed to or on behalf of Indemnitee) in connection with any such Claim (an “Expense

Advance”).

(c) Notwithstanding the foregoing, (i) the obligations of the Company to indemnify Indemnitee under

Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written determination, or, in any case in which the Independent Legal Counsel referred to in

Section 3 hereof is involved, in a written opinion) that Indemnitee would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance pursuant to

Section 2(b) shall be subject to the condition that, if the Reviewing Party determines in good faith that Indemnitee would not be permitted to be indemnified under applicable law, the Company shall be entitled to be

reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent

jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and

Indemnitee shall not be required to reimburse the Company for any Expense Advance until such time (if any) as there is a final non-appealable judicial determination by such court that Indemnitee is not

entitled to indemnification against such Expense Advance. If there has been no determination by the Reviewing Party as contemplated by this Section 2(c) within thirty (30) days after receipt by the Company of a

written demand for indemnification pursuant to Section 2(a), or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right

to commence litigation in the Court of Chancery of the State of Delaware seeking to enforce Indemnitee’s rights to indemnification and advancement hereunder or challenging any such determination by the Reviewing Party or any aspect thereof,

including the legal or factual bases therefor, and, in all events, the Company hereby consents to service of process and agrees to appear in any such proceeding. Any determination by the Reviewing Party that Indemnitee is entitled to indemnification

shall be conclusive and binding

4

on the Company and Indemnitee. Any determination by the Reviewing Party that Indemnitee is not permitted to be indemnified (in whole or in part) under applicable law shall be in writing (or, in

any case in which the Independent Legal Counsel referred to in Section 3 hereof is involved, set forth in a written opinion).

3. Change in Control.

(a) The Company agrees that if there is a Change in Control of the Company then with respect to all matters thereafter arising

concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or any other agreement or the Bylaws or Charter provision now or hereafter in effect, the Company shall seek legal advice only from Independent Legal

Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent

Indemnitee would be permitted to be indemnified under applicable law.

(b) If (i) a written opinion with respect to

Indemnitee’s entitlement to indemnification hereunder is to be made by Independent Legal Counsel pursuant to Section 3(a) and (ii) within twenty (20) days after submission by Indemnitee of a written request

for indemnification pursuant to Section 2(a), no Independent Legal Counsel shall have been selected by Indemnitee and approved by the Company, the Company or the Indemnitee may petition the Court of Chancery of the State of

Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company to the Indemnitee’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal Counsel of a

person selected by the petitioned court or by such other person as the petitioned court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Legal Counsel under this

Section 3. If (A) the Independent Legal Counsel does not render a written opinion to the Company and Indemnitee with respect to Indemnitee’s entitlement to indemnification hereunder within ninety (90) days

after submission by Indemnitee of a written request therefor pursuant to Section 2(a) and (B) Indemnitee commences a legal proceeding in a court of competent jurisdiction to secure a determination that Indemnitee

should be indemnified under applicable law, the Independent Legal Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(c) The Company agrees to pay the fees of the Independent Legal Counsel referred to in this Section 3 and to

fully indemnify such counsel against any and all expenses (including reasonable attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. Indemnification for Additional Expenses. It is the intent of the Company that, to the fullest extent permitted by law,

the Indemnitee shall not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof

would substantially detract from the benefits intended to be extended to Indemnitee hereunder. The Company shall (i) indemnify Indemnitee (to the extent Indemnitee is successful on the merits or otherwise in the action provided for in this

Section 4) against any and all Expenses (including reasonable attorneys’

5

fees) and, (ii) if requested in writing by Indemnitee, advance (within thirty (30) calendar days of such request) such Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse

the Company for any amounts so advanced if, when, and to the extent Indemnitee is not successful on the merits or otherwise in the action provided for in this Section 4), which are incurred by Indemnitee in connection with

any action brought by Indemnitee (whether pursuant to Section 24 of this Agreement or otherwise), in each case, for (a) indemnification or advance payment of Expenses by the Company under this Agreement or any

other agreement or the Bylaws or Charter provision now or hereafter in effect or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, in all cases, to the fullest extent permitted

by law.

5. Proceedings Against the Company; Certain Securities Laws Claims.

(a) Anything in this Agreement to the contrary notwithstanding, except as provided in Section 4 hereof or as

required by applicable law, with respect to a Claim initiated against the Company by Indemnitee (whether initiated by Indemnitee in or by reason of such person’s capacity as an officer or director of the Company or in or by reason of any other

capacity), the Company shall not be required to indemnify or to advance Expenses to Indemnitee in connection with prosecuting such Claim (or any part thereof) or in defending any counterclaim, cross-claim, affirmative defense, or like claim of the

Company in connection with such Claim (or part thereof) unless such Claim was authorized by the Board of Directors. For purposes of this Section 5, a compulsory counterclaim by Indemnitee against the Company in connection

with a Claim initiated against Indemnitee by the Company shall not be considered a Claim (or part thereof) initiated against the Company by Indemnitee, and Indemnitee shall have all rights of indemnification and advancement with respect to any such

compulsory counterclaim in accordance with and subject to the terms of this Agreement.

(b) Anything in this Agreement to the

contrary notwithstanding, except as provided in Section 6 hereof with respect to indemnification of Expenses in connection with whole or partial success on the merits or otherwise in defending any Claim, the Company shall

not be required to indemnify Indemnitee in connection with any Claim made against Indemnitee for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning

of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits

realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the

Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

6. Partial Indemnity and Success on the Merits. If Indemnitee is entitled under any provision of this Agreement to

indemnification by the Company for some or a portion of the Expenses, judgments, and amounts paid or payable in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the

portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee is successful, on the merits or otherwise, in whole or in part, in defending a Claim (including dismissal

without prejudice), or in defense of any claim,

6

issue or matter therein, Indemnitee shall be indemnified to the fullest extent permitted by law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf

in connection therewith.

7. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise

as to whether Indemnitee is entitled to be indemnified hereunder or otherwise, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in

accordance with Section 2(a) hereof and the burden shall be on the Company to prove by clear and convincing evidence that Indemnitee is not so entitled.

8. No Other Presumptions. For purposes of this Agreement, the termination of any Claim, by judgment, order, settlement

(whether with or without court approval) conviction, or otherwise, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular

belief or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct

or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial

determination that Indemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief.

9. Settlement. Indemnitee shall be entitled to settle any Claim, in whole or in part, in such Indemnitee’s sole

discretion. To the fullest extent permitted by law, any settlement of a Claim by Indemnitee shall be deemed the “final disposition” of such Claim for all purposes of this Agreement. The Company acknowledges that a settlement or other

disposition short of final judgment on the merits may be successful if it permits a party to avoid expense, delay, distraction, disruption, and uncertainty. In the event that any Claim is resolved other than by adverse judgment against Indemnitee

(including, without limitation, settlement of such Claim with or without payment or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Claim. Any individual or entity seeking to overcome

this presumption shall have the burden to prove by clear and convincing evidence that Indemnitee has not been successful on the merits or otherwise in such Claim.

10. Nonexclusivity; Subsequent Change in Law. The rights of Indemnitee hereunder shall be in addition to any other rights

Indemnitee may have under the Bylaws or Charter, under Delaware law, any agreement, a vote of stockholders or a resolution of directors or otherwise. To the extent that a change in Delaware law (whether by statute or judicial decision) permits

greater indemnification by agreement than would be afforded currently under the Bylaws and Charter and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such

change.

11. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing

directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

7

12. Amendments; Waiver. No supplement, modification or amendment of this

Agreement shall be binding unless executed in writing by both of the parties hereto. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party

entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege

hereunder shall operate as a waiver thereof, nor shall any waiver of any of the provisions of this Agreement be deemed or constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing

waiver.

13. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent

of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company

effectively to bring suit to enforce such rights.

14. No Duplication of Payments. The Company shall not be liable

under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, the Bylaws or otherwise) of the amounts otherwise

indemnifiable hereunder.

15. Notices. Promptly after receipt by Indemnitee of notice of the commencement of any

Claim, Indemnitee shall, if he or she anticipates or contemplates making a claim for Expenses or an advance pursuant to the terms of this Agreement, notify the Company of the commencement of such Claim within a reasonable period of time following

such commencement; provided, however, that any delay in so notifying the Company shall not constitute a waiver or release by Indemnitee of rights hereunder and that any omission by Indemnitee to so notify the Company shall not relieve

the Company from any liability that it may have to Indemnitee otherwise than under this Agreement. Any communication required or permitted to the Company shall be addressed to the Corporate Secretary of the Company and any such communication to

Indemnitee shall be addressed to the Indemnitee’s address as shown on the Company’s records unless the Indemnitee specifies otherwise and shall be personally delivered or delivered by overnight mail delivery or sent by electronic mail.

Any such notice shall be effective upon receipt.

16. Binding Effect. This Agreement shall be binding upon and inure

to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, administrators, heirs, executors and personal and legal representatives. The Company agrees that in the event the Company or any of its successors

(including any successor resulting from the merger or consolidation of the Company with another corporation or entity where the Company is the surviving corporation or entity) or assigns (i) consolidates with or merges into any other

corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any corporation or entity, then, and

in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company as a result of such

8

transaction assume the obligations of the Company set forth in this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve (i) as a director,

officer, employee, agent or fiduciary of the Company or (ii) as a director, officer, manager, member, general or limited partner, employee, trustee, agent or fiduciary of another corporation, partnership, limited liability company, joint

venture, employee benefit plan, trust or any other enterprise at the Company’s request.

17. Severability. The

provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise

unenforceable in any respect, and the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired and shall remain enforceable to the fullest extent permitted by

law.

18. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement

between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement.

19. Effective Date. To the fullest extent permitted by law, this Agreement shall (i) be effective as of the earliest

date that Indemnitee commenced serving as a director or an officer of the Company, and (ii) apply to any claim for indemnification by Indemnitee with respect to any matters arising from such time and thereafter.

20. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State

of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.

21. Headings. The Section headings in this Agreement are for convenience of reference only, and shall not be deemed

to alter or affect the meaning or interpretation of any provisions hereof.

22. Counterparts. This Agreement

may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

23. Use of Certain Terms. As used in this Agreement, the words “herein,” “hereof,” and

“hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this

Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

24. Injunctive Relief. The parties hereto agree that Indemnitee may enforce this Agreement by seeking specific performance

hereof, without any necessity of showing irreparable harm that a remedy at law would be inadequate or posting a bond, which requirements are hereby waived, and that by seeking specific performance, Indemnitee shall not be precluded from seeking or

obtaining any other relief to which he or she may be entitled.

[Signature Page Follows]

9

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set

forth above.

HMH HOLDING INC.

By:

Name:

Title:

INDEMNITEE

[Name]

[Signature Page to Indemnification Agreement]

EX-10.5

EX-10.5

Filename: d100419dex105.htm · Sequence: 11

EX-10.5

Exhibit 10.5

HMH HOLDING INC.

2026 LONG-TERM INCENTIVE PLAN

SECTION 1. ESTABLISHMENT, OBJECTIVES AND DURATION

(a)

ESTABLISHMENT. HMH Holding Inc., a Delaware corporation, (together with any successor thereto, the

“Company”) establishes the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”), to reward certain service providers of the Company and its Subsidiaries (as defined below) by enabling them to acquire

shares of common stock of the Company and to receive other compensation based on common stock of the Company or certain performance measures. The Plan shall be effective as of immediately prior to the time at which the registration statement

covering the initial public offering of the Shares is declared effective by the Securities Exchange Commission (the date on which the Plan becomes effective, the “Effective Date”) and shall remain in effect as provided in

Section 10.

(b)

OBJECTIVES. The purposes of the Plan are to encourage selected service providers of the Company and its

Subsidiaries to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the

benefit of its stockholders, and to enhance the ability of the Company and its Subsidiaries to attract and retain exceptionally qualified individuals upon whom, in large measure, the sustained progress, growth and profitability of the Company

depend.

SECTION 2. DEFINITIONS

As used in the Plan, the following terms shall have the meanings set forth below:

(a)

“Affiliate” means any entity which is a member of (i) the same controlled group of

corporations within the meaning of section 414(b) of the Code with the Company, or (ii) a trade or business (whether or not incorporated) which is under common control (within the meaning of section 414(c) of the Code) with the Company.

(b)

“Assets” means assets of any kind owned by the Company, including securities of the

Company’s direct and indirect subsidiaries and Affiliates.

(c)

“Auto-Exercise Eligible Option” shall have the meaning specified in Section 6(a)(v).

(d)

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock

Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award granted under the Plan.

(e)

“Award Agreement” shall mean any written agreement, contract, or other instrument or

document, including an electronic communication, as may from time to time be designated by the Company as evidencing any Award granted under the Plan.

(f)

“Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to

those terms in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

(g)

“Board” shall mean the Board of Directors of the Company, as constituted from time to time.

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(h)

“Cash Award” means any cash award granted under Section 6(g) of the Plan.

(i)

“Cause” shall mean (except as specified otherwise in the Award Agreement):

(1) If the Participant is a party to an agreement with the Company or an Affiliate or a Subsidiary and such

agreement provides for a definition of Cause (or similar term), the definition contained therein; or

(2) If no such definition

applies:

(A) the Participant’s material failure to perform his or her employment duties for the Company or an

Affiliate or a Subsidiary (other than any such failure resulting from incapacity due to physical or mental illness);

(B) the Participant’s willful engagement in dishonesty, illegal conduct or gross misconduct, which is, in each

case, materially injurious to the Company or the Affiliates or the Subsidiaries;

(C) the Participant’s

embezzlement, misappropriation or fraud, whether or not related to the Participant’s employment with the Company or the Affiliates or the Subsidiaries; or

(D) the Participant’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or

state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work related, materially impairs the Participant’s ability to perform services for the Company or the Affiliates or

Subsidiaries or results in material harm to the Company or the Affiliates or Subsidiaries.

(j)

“Change in Control” shall mean (except as specified otherwise in the Award Agreement) the

occurrence of any of the following events:

(1) the individuals who are Incumbent Directors cease for any reason to

constitute a majority of the members of the Board;

(2) the consummation of a Merger of the Company or an Affiliate of the Company

with another Entity, unless the individuals and Entities who were the Beneficial Owners of the Voting Securities of the Company outstanding immediately prior to such Merger own, directly or indirectly, at least 50 percent (50%) of the combined

voting power of the Voting Securities of any of the Company, the surviving Entity or the parent of the surviving Entity outstanding immediately after such Merger;

(3) any Person, other than a Specified Owner, becomes a Beneficial Owner, directly or indirectly, of securities of the Company

representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding Voting Securities;

(4) a sale, transfer, lease or other disposition of all or substantially all of the Company’s Assets is consummated (an

“Asset Sale”), unless:

(A) the individuals and Entities who were the Beneficial Owners of the

Voting Securities of the Company immediately prior to such Asset Sale own, directly or indirectly, 50 percent (50%) or more of the combined voting power of the Voting Securities of the Entity that acquires such Assets in such Asset Sale or its

parent immediately after such Asset Sale in substantially the same proportions as their ownership of the Company’s Voting Securities immediately prior to such Asset Sale; or

2

(B) the individuals who comprise the Board immediately prior to such

Asset Sale constitute a majority of the board of directors or other governing body of either the Entity that acquired such Assets in such Asset Sale or its parent (or a majority plus one member where such board or other governing body is comprised

of an odd number of directors); or

(5) the stockholders of the Company approve a plan of complete liquidation and dissolution of

the Company.

With respect to an Award that is subject to Section 409A and for which payment or settlement of the Award will accelerate upon a Change

in Control, no event set forth herein will constitute a Change in Control for purposes of the Plan unless such event also constitutes a “change in ownership,” “change in effective control,” or “change in the ownership

of a substantial portion of the Company’s assets” as defined under Section 409A. For the avoidance of doubt, the foregoing shall apply only to the acceleration of payment or settlement and not to the acceleration of any vesting

conditions associated with an Award; to the extent a Change in Control accelerates the vesting of an Award, the Award shall nonetheless become vested and the foregoing shall apply only to the extent necessary to establish a time or form of payment

that complies with Section 409A.

(k)

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(l)

“Committee” shall mean a committee of the Board acting in accordance with the provisions of

Section 3, designated by the Board to administer the Plan. To the extent necessary to comply with applicable regulatory regimes, any action by the Committee will require the approval of Committee members who are

“non-employee directors” as defined in Rule 16b-3 of the Exchange Act. The Compensation Committee is responsible for administering the Plan as it relates to

any Award provided to a Director. For purposes of the Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees, or other persons or groups of persons to whom the Committee delegates authority pursuant to

Section 3(b).

(m)

“Consultant” means an individual, including consultants and independent contractors,

providing services to the Company or any Affiliate, other than an Employee or Director.

(n)

“Director” shall mean any member of the Board who is not an Employee at the time of

receiving an Award under the Plan.

(o)

“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.

(p)

“Effective Date” shall have the meaning specified in Section 1(a).

(q)

“Employee” shall mean any employee of the Company or of any Affiliate.

(r)

“Entity” means any corporation, partnership, association, joint-stock company, limited

liability company, trust, unincorporated organization or other business entity.

(s)

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor act.

(t)

“Fair Market Value” of a Share on any day means (i) for the purpose of determining the

tax withholding and the related purpose of valuing shares withheld to satisfy tax withholding

3

obligations, the closing price for a Share on the trading day next preceding the day that an Award vests, settles or is exercised, as applicable, as reported on the consolidated transaction

reporting system for the principal national securities exchange on which Shares are listed on such day or if such shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc., or (ii) for all other

purposes under the Plan, the closing price of a Share on such day (or if such day is not a trading day, on the next preceding trading day) all as reported on the consolidated transaction reporting system for the principal national securities

exchange on which Shares are listed on such day or if such Shares are not then listed on a national securities exchange, then as quoted by OTC Markets Group Inc. If for any day the Fair Market Value of a Share is not determinable by any of the

foregoing means, then the Fair Market Value for such day shall be determined in good faith by the Committee.

(u)

“Good Reason” shall mean (except as specified otherwise in the Award Agreement):

(1) If the Participant is a party to an agreement with the Company or an Affiliate or a Subsidiary and such

agreement provides for a definition of Good Reason (or similar term), the definition contained therein; or

(2) If no such

definition applies:

(A) a diminution in the Participant’s position, authority, duties or responsibilities, or

the assignment to the Participant of any duties that are inconsistent in any respect with the Participant’s position, authority, duties or responsibilities;

(B) a diminution in the Participant’s base salary, except for a proportionate reduction that applies as part of a

reduction to substantially all similarly situated employees of the Company; or

(C) a requirement by the Company that

the Participant be based in an office or location greater than fifty (50) miles from the Participant’s principal office.

(v)

“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan

that is intended to meet the requirements of Section 422 of the Code, or any successor provision thereto.

(w)

“Incumbent Director” means–

(1) a member of the Board on the Effective Date; or

(2) an individual–

(A) who becomes a member of the Board after the Effective Date;

(B) whose appointment or election by the Board or nomination for election by the Company’s stockholders is approved

or recommended by a vote of at least two-thirds of the then serving Incumbent Directors (as defined herein); and

(C) whose initial assumption of service on the Board is not in connection with an actual or threatened election contest.

(x)

“LTI Award” means a long-term incentive award granted by HMH Holding B.V. prior to the

Effective Date that (i) is outstanding as of the Effective Date or (ii) was granted after the Effective Date and represents a reissuance of an award that was forfeited and was not reissued prior to the Effective Date.

4

(y)

“LTI Award Share Reserve” shall have the meaning specified in Section 4(b) of the Plan.

(z)

“Merger” means a merger, consolidation or similar transaction.

(aa)

“Non-Qualified Stock Option” shall mean an option

granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(bb)

“Option” shall mean an Incentive Stock Option or a

Non-Qualified Stock Option.

(cc)

“Other Stock-Based Award” shall mean any right, including a Deferred Stock Unit, granted

under Section 6(f) of the Plan.

(dd)

“Participant” shall mean an Employee, Director or Consultant designated to be granted an

Award under the Plan.

(ee)

“Performance Award” shall mean any right granted under Section 6(d) of the Plan.

(ff)

“Performance Criteria” shall mean any quantitative and/or qualitative measures, as

determined by the Committee, which may be used to measure the level of performance of the Company or any individual Participant during a Performance Period, including any Qualifying Performance Criteria.

(gg)

“Performance Period” shall mean any period over which Performance Criteria are measured, as

determined by the Committee in its sole discretion.

(hh)

“Person” shall have the meaning ascribed to the term in Section 3(a)(9) of the Exchange

Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof, except that the term shall not include (a) the Company or any of the Affiliates, (b) a trustee or other fiduciary

holding Company securities under an employee benefit plan of the Company or any of the Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of those securities or (d) a corporation owned, directly or

indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(ii)

“Qualifying Performance Criteria” shall mean one or more of the following performance

criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or related company, and measured either annually or cumulatively over a period of years, on an absolute basis or

relative to a pre-established target, to a previous year’s results or to a designated comparison group, in each case as specified by the Committee in the Award: net earnings; earnings per share; net

income (before or after taxes); stock price (including growth measures and total shareholder return); return measures (including return on net capital employed, return on assets, return on equity, or sales return); earnings before or after interest,

taxes, depreciation and/or amortization; dividend payments; gross revenues; gross margins; expense targets; cash flow return on investments, which equals net cash flows divided by owner’s equity; internal rate of return or increase in net

present value; working capital targets relating to inventory or accounts receivable; planning accuracy (as measured by comparing planned results to actual results); net sales growth; net operating profit; cash flow (including operating cash flow and

free cash flow); operating margin; and any other financial, business, strategic or other measure of performance as determined and approved by the Committee, which may be adjusted by the Committee or may exclude the impact of an event or occurrence

which the Committee determines

5

should be appropriately excluded, including without limitation, to remove the effect of charges for restructurings, discontinued operations and all items of gain, loss or expense determined to be

unusual in nature or infrequent in occurrence, related to the disposal of a segment or a business, or related to a change in accounting principle or otherwise.

(jj)

“Restricted Stock” shall mean any award of Shares granted under Section 6(c) of the

Plan.

(kk)

“Restricted Stock Unit” shall mean any right granted under Section 6(c) of the Plan

that is denominated in Shares.

(ll)

“Shares” shall mean the Class A common stock, of the Company, $0.01 par value, and such

other securities as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4(c) of the Plan.

(mm)

“Specified Owner” means any of the following:

(1) the Company;

(2) an Affiliate of the Company;

(3) Baker Hughes Company;

(4) Akastor ASA;

(5) an employee benefit plan (or related trust) sponsored or maintained by the Company or any of the Affiliates;

(6) a Person to the extent the Person becomes a Beneficial Owner of the Company’s outstanding Voting Securities representing

thirty percent (30%) or more of the combined voting power of the Company’s then outstanding Voting Securities as a result of the acquisition of securities directly from the Company and/or any Person which, directly or indirectly, controls, or

is controlled by, or is under common control with, the Company; or

(7) a Person that becomes a Beneficial Owner of the

Company’s outstanding Voting Securities representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding Voting Securities as a result of a Merger if the individuals and Entities who were the

Beneficial Owners of the Voting Securities of the Company outstanding immediately prior to such Merger own, directly or indirectly, at least fifty percent (50%) of the combined voting power of the Voting Securities of any of the Company, the

surviving Entity or the parent of the surviving Entity outstanding immediately after such Merger in substantially the same proportions as their ownership of the Voting Securities of the Company’s outstanding immediately prior to such Merger.

(nn)

“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

(oo)

“Subsidiary” shall mean (i) any entity that, directly or through one or more

intermediaries, is controlled by the Company, and (ii) any entity in which the Company has a significant equity interest, as determined by the Committee.

(pp)

“Substitute Award” shall mean Awards granted under this Plan in substitution for or in

conversion of, or in connection with the assumption of, stock options, stock appreciation rights, restricted shares, restricted stock units or other share or share-based awards held by awardees of an Entity engaging in a corporate acquisition or

Merger with the Company or any Subsidiary.

6

(qq)

“Voting Securities” means the outstanding securities entitled to vote generally in the

election of directors or other governing body.

SECTION 3. ADMINISTRATION

Except as otherwise provided herein, the Plan shall be administered by the Committee, which shall have the power to interpret the Plan and to adopt such rules

and guidelines for implementing the terms of the Plan as it may deem appropriate. The Committee shall have the ability to modify the Plan provisions, to the extent necessary, or delegate such authority, to accommodate any law or regulation in

jurisdictions in which Participants will receive Awards.

(a)

Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorization

conferred by the Plan, the Committee shall have full power and authority to:

i.

designate Participants;

ii.

determine the type or types of Awards to be granted to each Participant under the Plan and grant Awards to such

Participants;

iii.

determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters

are to be calculated in connection with) Awards;

iv.

determine the terms and conditions of any Award and of Award Agreements, and verify the extent of satisfaction

of any performance goals or other conditions applicable to the grant, issuance, exercisability, vesting and/or ability to retain any Award;

v.

determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash,

Shares, other securities, or other Awards, or canceled, forfeited, suspended, or accelerated, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, suspended, or accelerated;

vi.

determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards,

and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee;

vii.

interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan;

viii.

establish, amend, suspend, or waive such rules and guidelines;

ix.

appoint such agents as it shall deem appropriate for the proper administration of the Plan;

x.

make any other determination and take any other action that the Committee deems necessary or desirable for the

administration of the Plan; and

7

xi.

correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner

and to the extent it shall deem desirable to carry the Plan into effect.

(b)

Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other

decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, conclusive, and binding upon all persons, including the Company, any Affiliate, any

Participant, any holder or beneficiary of any Award, any stockholder, and any employee of the Company or of any Affiliate.

(c)

To the extent permitted by applicable law, the Committee may delegate to one or more officers of the Company

such administrative duties or powers as it may deem advisable, and the Committee or any officer of the Company to whom duties or powers have been delegated as aforesaid, may employ one or more persons to render advice with respect to any

responsibility the Committee or such officer may have under this Plan. The Committee may, by resolution, authorize one or more officers of the Company to do one or both of the following on the same basis as the Committee: (i) designate

employees to be recipients of awards under this Plan; and (ii) determine the size of any such awards; provided, however, that (A) the Committee will not delegate such responsibilities to any such officer for awards granted to an employee

who is an officer (for purposes of Section 16 of the Exchange Act), Director, or more than 10% “beneficial owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of

any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Committee in accordance with Section 16 of the Exchange Act; (B) the resolution providing for such

authorization shall set forth the total number of Shares such officer(s) may grant; and (C) the officer(s) will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

SECTION 4. SHARES AVAILABLE FOR AWARDS

(a)

SHARES AVAILABLE. Subject to adjustment as provided in Section 4(c) and below in this

Section 4(a):

i.

The aggregate number of Shares reserved and available for delivery for Awards granted under the Plan shall be

2,200,000 Shares. The number of Shares reserved and available for delivery for Awards granted under the Plan will be increased on the first day of each fiscal year beginning with the 2027 fiscal year, in an amount equal to the lesser of (A) a

number of Shares such that the total number of Shares that remain available for additional grants under the Plan equals five percent (5%) of the outstanding shares of all classes of common stock of the Company on the last day of the immediately

preceding fiscal year or (B) such number of Shares determined by the Board.

ii.

If (A) any Shares subject to an Award are forfeited, (B) an Award expires or otherwise terminates

without issuance of Shares, or (C) an Award is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, then, in each case the Shares subject to the Award

shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, be added to the Shares available for grant under the Plan on a one-for-one basis.

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iii.

In the event that withholding tax liabilities arising from an Award other than an Option or Stock Appreciation

Right are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan on a one-for-one basis. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under paragraph

(a) of this Section: (A) Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, (B) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding

obligation with respect to Options or Stock Appreciation Rights, (C) Shares subject to a Stock Appreciation Right that are not issued in connection with its stock settlement on exercise thereof, and (D) Shares reacquired by the Company on

the open market or otherwise using cash proceeds from the exercise of Options.

iv.

Substitute Awards shall not reduce the Shares authorized for grant under the Plan, nor shall Shares subject to

a Substitute Award be added to the Shares available for Awards under the Plan as provided in paragraphs (a)(i), (a)(ii) and (a)(iii) above. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company

or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant

to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine

the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such

Awards shall not be added to the Shares available for Awards under the Plan as provided in paragraphs (a)(i), (a)(ii) and (a)(iii) above); provided that Awards using such available shares shall not be made after the date awards or grants could have

been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees, Directors or Consultants immediately prior to such

acquisition or combination.

v.

The aggregate number of Shares available under the Plan shall be available for delivery pursuant to the

exercise of Incentive Stock Options.

vi.

ACCOUNTING FOR AWARDS. For purposes of this Section 4:

A.

If an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by such

Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.

B.

Dividend Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares shall

be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares, provided, however, that Awards that operate in tandem

with (whether granted simultaneously with or at a

9

different time from), or that are substituted for, other Awards may only be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems

appropriate, in order to avoid double counting.

vii.

SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares delivered pursuant to an Award may consist, in

whole or in part, of authorized and unissued Shares, treasury Shares or Shares purchased on the open market or otherwise.

(b)

LTI AWARD SHARE RESERVE. Subject to adjustment as provided in Section 4(c), an additional 1,500,714

Shares shall be reserved and available to be used exclusively to satisfy the obligations under the LTI Awards (the “LTI Award Share Reserve”). The LTI Award Share Reserve shall be in addition to and shall not reduce the Share

reserve set forth in Section 4(a), provided that any Shares issued pursuant to this Section 4(b) shall constitute Awards under this Plan for all other relevant purposes. Shares reserved pursuant to this Section 4(b) that are subject

to (i) an LTI Award that is forfeited, (ii) an LTI Award that expires or otherwise terminates without issuance of Shares, or (iii) an LTI Award that is settled for cash (in whole or in part) or otherwise does not result in the

issuance of all or a portion of the Shares subject to such LTI Award, in each case, shall not be added to the LTI Award Share Reserve or otherwise be made available for grant under the Plan. Additionally, in the event that withholding tax

liabilities arising from an LTI Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall not be added to the Shares in the LTI Award

Share Reserve or otherwise be made available for Awards under the Plan. In no circumstances shall Shares in the LTI Award Share Reserve be added to the Share reserve set forth in Section 4(a).

(c)

ADJUSTMENTS.

i.

In the event that the Committee shall determine that any dividend or other distribution (whether in the form of

cash, Shares, or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination,

repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring

transaction, as that term is defined in Accounting Standards Codification Topic 718 (or any successor thereto) or otherwise affects the Shares, then the Committee shall adjust the following in a manner that is determined by the Committee to be

appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan:

A.

the number and type of Shares or other securities which thereafter may be made the subject of Awards;

B.

the number and type of Shares or other securities subject to outstanding Awards;

C.

the grant, purchase, or exercise price with respect to any Award, or, if deemed appropriate, make provision for

a cash payment to the holder of an outstanding Award; and

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D.

other value determinations applicable to outstanding awards.

Provided, however, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized to the extent

that such adjustment would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and provided further, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole

number.

ii.

ADJUSTMENTS OF AWARDS UPON CERTAIN ACQUISITIONS. In the event the Company or any Subsidiary shall assume

outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the

terms of the Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.

iii.

ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. The Committee shall

be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company, any Subsidiary, or the financial statements of the Company or any

Subsidiary, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits to be made

available under the Plan.

SECTION 5. ELIGIBILITY

Any Employee, including any officer or employee-director of the Company or of any Subsidiary, Director, or Consultant shall be eligible to be designated a

Participant.

SECTION 6. AWARDS

(a)

OPTIONS. The Committee is hereby authorized to grant Options to Participants with the following terms

and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:

i.

EXERCISE PRICE. The purchase price per Share purchasable under an Option shall be determined by the

Committee; provided, however, and except as provided in Section 4(c), that such purchase price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option.

ii.

OPTION TERM. The term of each Option shall not exceed ten (10) years from the date of grant.

However, if the term of an Option expires when trading in the Shares is prohibited by applicable law or the Company’s insider trading policy, then the term of such Option shall expire on the

30th day after the expiration of such prohibition.

iii.

TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or

times at which an Option may be

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exercised in whole or in part, and the method or methods by which, and the form or forms, including cash, Shares, or other Awards, or any combination thereof, having a Fair Market Value on the

exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

iv.

INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Option granted under the Plan shall be

designed to comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. For the avoidance of doubt, Incentive Stock Options may only be granted to

eligible Employees. Notwithstanding anything in this Section 6(a) to the contrary, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed to be Non-Qualified Stock Options) to the extent that either (A) the aggregate Fair Market Value of Shares (determined as of the time of grant) with respect to which such Options are exercisable for the first time by

the Participant during any calendar year (under all plans of the Company and any subsidiary) exceeds $100,000, taking Options into account in the order in which they were granted, or (B) such Options otherwise remain exercisable but are not

exercised within three (3) months of termination of employment (or such other period of time provided in Section 422 of the Code).

v.

AUTOMATIC EXERCISE OF CERTAIN EXPIRING OPTIONS. Notwithstanding any other provision of the Plan (other

than this clause v.), on the last trading day on which all or a portion of the Option may be exercised, if the per Share purchase price of the Option is less than the then Fair Market Value of the Share by at least $0.01 (such expiring portion of

the Option that is so in-the-money, an “Auto-Exercise Eligible Option”), the Participant shall be deemed to have automatically exercised the

Auto-Exercise Eligible Option (to the extent the Option has not previously been exercised or forfeited) in accordance with the provisions of this paragraph v. In the event of an automatic exercise pursuant to this paragraph v., the Company shall

reduce the number of Shares issued to the Participant upon the Participant’s automatic exercise of the Auto-Exercise Eligible Option to satisfy the Participant’s purchase price obligation for the Auto-Exercise Eligible Option. Further,

the Company shall reduce the number of Shares issued to the Participant to satisfy the applicable minimum tax withholding obligation arising upon the automatic exercise unless the Committee deems that a different method of satisfying the tax

withholding obligations is practicable and advisable. In accordance with procedures established by the Committee, the Participant may notify the Company in advance that the Participant does not wish for the Auto-Exercise Eligible Option to be

exercised. In its discretion, the Company may determine to cease automatically exercising Options at any time.

(b)

STOCK APPRECIATION RIGHTS. The Committee is hereby authorized to grant Stock Appreciation Rights to

Participants. Subject to the terms of the Plan and any applicable Award Agreement, a Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (i) the Fair Market

Value of one Share on the date of exercise over (ii) the grant price of the right as specified by the Committee.

i.

GRANT PRICE. The grant price per share of each Stock Appreciation Right shall be determined by the

Committee, provided, however, and except as provided in

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Section 4(c), that such price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right, except that if a Stock Appreciation

Right is at any time granted in tandem to an Option, the grant price of the Stock Appreciation Right shall not be less than the exercise price of such Option.

ii.

TERM. The term of each Stock Appreciation Right shall not exceed ten (10) years from the date of

grant. However, if the term of a Stock Appreciation Right expires when trading in the Shares is prohibited by applicable law or the Company’s insider trading policy, then the term of such Stock Appreciation Right shall expire on the 30th day after the expiration of such prohibition.

iii.

TIME AND METHOD OF EXERCISE. The Committee shall establish in the applicable Award Agreement the time or

times at which a Stock Appreciation Right may be exercised in whole or in part.

(c)

RESTRICTED STOCK AND RESTRICTED STOCK UNITS.

i.

ISSUANCE. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock

Units to Participants.

ii.

RESTRICTIONS. Awards of Restricted Stock and Restricted Stock Units shall be subject to such

restrictions as the Committee may establish in the applicable Award Agreement (including any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or

in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Unrestricted Shares, evidenced in such manner as the Committee shall deem appropriate, shall be delivered to the holder of Restricted

Stock promptly after such restrictions have lapsed.

iii.

REGISTRATION. Any Restricted Stock or Restricted Stock Units granted under the Plan may be evidenced in

such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares of Restricted Stock granted under the Plan,

such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock.

iv.

FORFEITURE. Upon termination of employment during the applicable restriction period, except as

determined otherwise by the Committee or specified in an applicable Award Agreement, all Shares of Restricted Stock and all Restricted Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company.

(d)

PERFORMANCE AWARDS. The Committee is hereby authorized to grant Performance Awards to Participants.

Performance Awards include arrangements under which the grant, issuance, retention, exercisability, vesting and/or transferability of any Award is subject to such Performance Criteria and such additional conditions or terms as the Committee may

designate. Subject to the terms of the Plan and any applicable Award Agreement, a Performance Award granted under the Plan:

13

i.

may be denominated or payable in cash, Shares (including Restricted Stock), other securities, or other Awards;

and

ii.

shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable

by, the holder of the Performance Award, in whole or in part, upon the achievement of such performance goals during such Performance Periods as the Committee shall establish; provided, however, that the Committee may increase or, prior to the

occurrence of a Change in Control, decrease the amount payable pursuant to a Performance Award or adjust the payout or performance criteria, as determined appropriate in the sole discretion of the Committee.

(e)

DIVIDENDS; DIVIDEND EQUIVALENTS. The Committee is hereby authorized to grant to Participants Awards

(other than Options and Stock Appreciation Rights) under which the holders thereof shall be entitled to receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Committee, and the Committee may

provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares. Notwithstanding anything to the contrary herein the Plan, any dividends or dividend equivalents payable in connection with an Award under the Plan shall

be subject to the same terms and risks of forfeiture as the underlying Award and shall be paid out only when the underlying Shares actually vest, are earned or are received under such Awards. Subject to the terms of the Plan and any applicable Award

Agreement, such Awards may have such terms and conditions as the Committee shall determine.

(f)

OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to grant to Participants such other Awards,

including Deferred Stock Units, that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including securities convertible into Shares), as are deemed by the Committee to be

consistent with the purposes of the Plan, provided, however, that such grants must comply with applicable law. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of such

Awards. Shares or other securities delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including cash, Shares,

other securities, or other Awards, or any combination thereof, as the Committee shall determine, the value of which consideration, as established by the Committee, and except as provided in Section 4(c), shall not be less than the Fair Market

Value of such Shares or other securities as of the date such purchase right is granted.

(g)

CASH AWARDS. Cash awards may granted under the Plan, including as an element of or supplemental to any

other Award granted under this Plan.

(h)

CHANGE IN CONTROL. In the event of a Change in Control, except as specified otherwise in an Award

Agreement, the Committee, in its sole discretion, may take such actions, if any, as it deems necessary or desirable with respect to any Award that is outstanding provided that the action substantially preserves the value, rights and benefits of the

affected Award. Such actions may include, without limitation: (i) the acceleration of the vesting, settlement and/or exercisability of an Award; (ii) the payment of a cash amount in exchange for the cancellation of an Award; (iii) the

cancellation of Options and/or Stock Appreciation Rights without the payment of consideration therefor if the exercise price of such Options and/or Stock Appreciation Rights equals or exceeds the price paid for a Share in connection with the Change

in Control; and/or (iv) the issuance of substitute Awards that substantially preserve the value, rights and benefits of any affected Awards.

14

(i)

GENERAL.

i.

NO CASH CONSIDERATION FOR AWARDS. Awards shall be granted for no cash consideration or for such minimal

cash consideration as may be required by applicable law.

ii.

AWARDS MAY BE GRANTED SEPARATELY OR TOGETHER. Awards may, in the discretion of the Committee, be granted

either alone or in addition to, in tandem with, or in substitution for any other Award or any award granted under any other plan of the Company or any Subsidiary. Awards granted in addition to or in tandem with other Awards, or in addition to or in

tandem with awards granted under any other plan of the Company or any Subsidiary, may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

iii.

FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement,

payments or transfers to be made by the Company or a Subsidiary upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including cash, Shares, rights in or to Shares issuable under the

Award or other Awards, other securities, or other Awards, or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the

Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect of installment or

deferred payments.

iv.

LIMITS ON TRANSFER OF AWARDS. Except as provided by the Committee, no Award and no right under any such

Award, shall be assignable, alienable, saleable, or transferable by a Participant otherwise than by will or by the laws of descent and distribution provided, however, that, if so determined by the Committee, a Participant may, in the manner

established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant with respect to any Award upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during

the Participant’s lifetime, only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award and no right under any such Award, may be pledged, alienated, attached, or

otherwise encumbered, and any purported pledge, alienation, attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate. In no event may an Award be transferred to a third-party financial institution for

value.

v.

PER-PERSON LIMITATION ON DIRECTOR AWARDS. With respect to any

Director, the aggregate dollar value of (A) any Awards granted under the Plan (based on the grant date fair value of Awards as determined for financial reporting purposes) during a single fiscal year and (B) any cash or other compensation

that is not equity-based and that is paid by the Company with respect to the Director’s service as a Director for such fiscal year may not exceed $1,000,000. The

15

Committee may make exceptions to the foregoing limit for a Director or committee of Directors, as it may determine in its discretion, provided that (C) the aggregate dollar value of any such

additional compensation may not exceed $750,000 for the fiscal year and (D) the Director receiving such additional compensation does not participate in the decision to award such compensation. For the avoidance of doubt, any compensation that

is deferred shall be counted toward this limit for the year in which it was first earned, and not when paid or settled if later.

vi.

CONDITIONS AND RESTRICTIONS UPON SECURITIES SUBJECT TO AWARDS. The Committee may provide that the Shares

issued upon exercise of an Option or Stock Appreciation Right or otherwise subject to or issued under an Award shall be subject to such further agreements, restrictions, conditions or limitations as the Committee in its discretion may specify prior

to the exercise of such Option or Stock Appreciation Right or the grant, vesting or settlement of such Award, including conditions on vesting or transferability and forfeiture or repurchase provisions or provisions on payment of taxes arising in

connection with an Award. Without limiting the foregoing, such restrictions may address the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any Shares issued under an Award, including:

(A) restrictions under an insider trading policy or pursuant to applicable law, (B) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant and holders of other Company equity compensation

arrangements, (C) restrictions as to the use of a specified brokerage firm for such resales or other transfers and (D) provisions requiring Shares to be sold on the open market or to the Company in order to satisfy tax withholding or other

obligations.

vii.

SHARE CERTIFICATES. All Shares or other securities delivered under the Plan pursuant to any Award or the

exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange

upon which such Shares or other securities are then listed, and any applicable Federal, state, or local securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such

restrictions.

viii.

NO REPRICING. Except in connection with a corporate transaction or adjustment described in

Section 4(c) of the Plan, the terms of outstanding Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares that have an exercise or purchase price in excess of the Fair Market Value of a Share may

not be amended to reduce the exercise or purchase price of such Awards, and any such outstanding Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares may not be exchanged for cash or property, other

Awards, or Options, Stock Appreciation Rights or other Stock-Based Awards encompassing rights to purchase Shares with an exercise or purchase price that is less than the exercise or purchase price of the original Awards, in each case unless approved

by stockholders.

ix.

RECOUPMENT. The Plan will be administered in compliance with Section 10D of the Exchange Act, any

applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or

16

national securities association on which the Shares may be traded, and any Company policy adopted with respect to compensation recoupment. This Section 6(i)(ix) will not be the

Company’s exclusive remedy with respect to such matters.

x.

AWARDS IN LIEU OF OBLIGATIONS. Awards may, in the discretion of the Committee, be granted in lieu of

obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, subject to such terms as will be determined by the Committee in a manner that complies with Section 409A of the Code. Awards

granted hereunder may also be available as a payment form in settlement of compensation due or accrued to which a Participant is otherwise entitled.

SECTION 7. AMENDMENT AND TERMINATION

Except

to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan:

(a)

AMENDMENTS TO THE PLAN. The Board may amend, alter, suspend, discontinue, or terminate the Plan, in

whole or in part; provided, however, that without the prior approval of the Company’s stockholders, no material amendment shall be made if stockholder approval is required by law, regulation, or stock exchange, and; provided, further, that,

notwithstanding any other provision of the Plan or any Award Agreement, no such amendment, alteration, suspension, discontinuation, or termination shall be made without the approval of the stockholders of the Company that would:

i.

increase the total number of Shares available for Awards under the Plan, except as provided in Section 4

hereof; or

ii.

amend Section 6(i)(viii) or, except as provided in Section 4(c), permit Options, Stock Appreciation

Rights, or other Stock-Based Awards encompassing rights to purchase Shares to be repriced, replaced, or exchanged as described in Section 6(i)(viii).

(b)

AMENDMENTS TO AWARDS. Subject to Section 6(i)(viii), the Committee may waive any conditions or

rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively or retroactively. No such amendment or alteration shall be made which would impair the rights of any Participant,

without such Participant’s consent, under any Award theretofore granted, provided that no such consent shall be required with respect to any amendment or alteration if the Committee determines in its sole discretion that such amendment or

alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy or conform to any law or regulation or to meet the requirements of any accounting standard, or (ii) is not reasonably likely to

significantly diminish the benefits provided under such Award.

SECTION 8. GENERAL PROVISIONS

(a)

NO RIGHTS TO AWARDS. No Employee, Participant or other person shall have any claim to be granted any

Award under the Plan, or, having been selected to receive an Award under the Plan, to be selected to receive a future Award, and further there is no obligation for uniformity of treatment of Employees, Participants, or holders or beneficiaries of

Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient.

17

(b)

WITHHOLDING. The Company or any Subsidiary shall be authorized to withhold from any Award granted or any

payment due or transfer made under any Award or under the Plan the amount (in cash, Shares, other securities, or other Awards) of taxes required to be withheld in the relevant jurisdiction in respect of an Award, its exercise, or any payment or

transfer under such Award or under the Plan and to take such other action as may be necessary or appropriate in the opinion of the Company or Subsidiary to satisfy withholding taxes.

(c)

NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or

any Subsidiary from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.

(d)

NO RIGHT TO EMPLOYMENT. The grant of an Award shall not constitute an employment contract nor be

construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability, or any claim under the

Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

(e)

GOVERNING LAW. The validity, construction, and effect of the Plan and any rules and regulations relating

to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law without regard to conflict of law.

(f)

SEVERABILITY. If any provision of the Plan or any Award is or becomes or is deemed to be invalid,

illegal, or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable

laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person, or Award, and the

remainder of the Plan and any such Award shall remain in full force and effect.

(g)

NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall create or be construed to create a trust

or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an

Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(h)

NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any

Award, and the Committee shall determine whether cash, or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

(i)

HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to

facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

(j)

INDEMNIFICATION. Subject to requirements of Delaware State law, each individual who is or shall have

been a member of the Board, or a Committee appointed by the Board, or an officer or manager of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any

loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting

18

from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and

from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the

Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or

except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws,

as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(k)

COMPLIANCE WITH SECTION 409A OF THE CODE. Except to the extent specifically provided otherwise by the

Committee, Awards under the Plan are intended to be exempt from or satisfy the requirements of Section 409A of the Code (and the Treasury Department guidance and regulations issued thereunder) so as to avoid the imposition of any additional

taxes or penalties under Section 409A of the Code. If the Committee determines that an Award, Award Agreement, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan

would, if undertaken, cause a Participant to become subject to any additional taxes or other penalties under Section 409A of the Code, then unless the Committee specifically provides otherwise, such Award, Award Agreement, payment,

distribution, deferral election, transaction or other action or arrangement shall not be given effect to the extent it causes such result and the related provisions of the Plan and/or Award Agreement will be deemed modified, or, if necessary,

suspended in order to comply with the requirements of Section 409A of the Code to the extent determined appropriate by the Committee, in each case without the consent of or notice to the Participant. Should any payments made in accordance with

the Plan to a “specified employee” (within the meaning of Section 409A of the Code) be determined to be payments from a nonqualified deferred compensation plan and are payable upon a Participant’s “separation from

service” (within the meaning of Section 409A of the Code), that are not exempt from Section 409A of the Code as a short-term deferral or otherwise, these payments, to the extent otherwise payable within six (6) months after the

Participant’s separation from service, and to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, will be paid in a lump sum on the earlier of (i) the date that is six (6) months after the date

of the Participant’s separation from service or (ii) the date of the Participant’s death. For purposes of Section 409A of the Code, the payments to be made to a Participant in accordance with the Plan shall be treated as a

right to a series of separate payments.

(l)

NO REPRESENTATIONS OR COVENANTS WITH RESPECT TO TAX QUALIFICATION. Although the Company may endeavor to

(i) qualify an Award for favorable U.S. or foreign tax treatment (e.g., incentive stock options under Section 422 of the Code or French qualified stock options) or (ii) avoid adverse tax treatment (e.g., under Section 409A of the

Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable or avoid unfavorable tax treatment. The Company shall be unconstrained in its corporate activities without regard to the potential

negative tax impact on holders of Awards under the Plan.

(m)

AWARDS TO NON-U.S. EMPLOYEES. The Committee shall have the power

and authority to determine which Subsidiaries shall be covered by the Plan and which employees outside the U.S. shall be eligible to participate in the Plan. The Committee may adopt, amend or rescind rules, procedures or sub-plans relating to the operation and administration of the Plan to accommodate the specific requirements of local laws, procedures, and practices. Without limiting the generality of the foregoing, the Committee

is specifically authorized to adopt rules, procedures and sub-plans

19

with provisions that limit or modify rights on death, disability or retirement or on termination of employment; available methods of exercise or settlement of an award; payment of income, social

insurance contributions and payroll taxes; the withholding procedures and handling of any stock certificates or other indicia of ownership which vary with local requirements. The Committee may also adopt rules, procedures or sub-plans applicable to particular Subsidiaries or locations.

(n)

COMPLIANCE WITH LAWS. The granting of Awards and the issuance of Shares under the Plan shall be subject

to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or stock exchanges on which the Company’s securities are listed as may be required. The Company shall have no obligation to issue or deliver

evidence of title for Shares issued under the Plan prior to:

i.

obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

ii.

completion of any registration or other qualification of the Shares under any applicable national or foreign

law or ruling of any governmental body that the Company determines to be necessary or advisable or at a time when any such registration or qualification is not current, has been suspended or otherwise has ceased to be effective.

The inability or impracticability of the Company to obtain or maintain authority from any regulatory body having

jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to

which such requisite authority shall not have been obtained.

(o)

INTERPRETATIONS. The words “include,” “includes” and “including”

when used herein shall be deemed in each case to be followed by the words “without limitation.” The definitions contained in the Plan are applicable to the singular as well as the plural forms of such terms and to the masculine as well

as to the feminine and neuter genders of such term. Any statute defined or referred to herein means such statute as from time to time amended, modified or supplemented, including by succession of comparable successor statutes.

SECTION 9. EFFECTIVE DATE OF THE PLAN.

The

Plan is effective as of the Effective Date. The Plan shall not become effective unless the stockholders of the Company approve of the Plan.

SECTION 10. TERM OF THE PLAN

No Award shall

be granted under the Plan after the tenth (10th) anniversary of the Effective Date. No ISO shall be granted under the Plan after the tenth

(10th) anniversary of the date the Board approves of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may

extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan,

shall extend beyond such date.

20

EX-10.6

EX-10.6

Filename: d100419dex106.htm · Sequence: 12

EX-10.6

Exhibit 10.6

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Award Agreement For [   ]

(this “Award Agreement”)

RECITALS

WHEREAS, HMH

Holding B.V. (“HMH B.V.”), a wholly owned Subsidiary of HMH Holding Inc., (the “Company”) previously granted the individual named in this Award Agreement (the “Participant”) a phantom award

pursuant to which, upon an “IPO” (as defined in the letter agreement governing such award (the “Phantom Award Letter”)), the Participant would become entitled to receive a number of shares of the resulting

public entity, subject to the terms of the Phantom Award Letter;

WHEREAS, the effectiveness of the registration statement covering the

initial public offering of the Class A common stock (the “Offering”) of the Company will constitute an “IPO” under the Phantom Award Letter; and

WHEREAS, this Award Agreement is hereby granted in replacement of the Phantom Award Letter in satisfaction of the Participant’s rights

thereunder; provided, however, that certain terms of the Phantom Award Letter, which is attached hereto as Exhibit A, shall survive, continue to apply and form part of this Award Agreement, in accordance with the terms hereof.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises, the mutual agreements, covenants and promises set forth herein and the mutual benefits to be gained by the performance of the terms hereof, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Terms Used Herein; Acceptance and

Acknowledgements; Restrictive Covenants.

a. Each capitalized term used but not defined herein shall have the meaning

ascribed to such term in the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

b. Notwithstanding the

foregoing, if any of the following defined terms from Annex I of the Phantom Award Letter have a corresponding definition in the Plan, the definition as set forth in Annex I of the Phantom Award Letter (and not the definition in the Plan) shall

continue to apply with respect to this Award: “Affiliate,” “Company Group,” “Confidential Information,” “Person” and “Subsidiary”; provided, however, that references to

“Company” in any such defined terms shall now refer to HMH Holding Inc.

c. The Participant acknowledges and agrees that

the RSUs granted herein fully satisfy any and all obligations of the Company and HMH B.V. to the Participant arising under or in connection with the Phantom Award Letter, including any rights to the phantom awards granted thereunder. The Participant

further acknowledges that the Restrictive Covenants set forth in the Phantom Award Letter attached hereto as Exhibit A shall survive and continue to apply and form part of this Award Agreement and the Participant agrees that the Participant

shall comply with such Restrictive Covenants. By accepting this Award, the Participant acknowledges that the RSUs granted herein are subject to the terms of this Award, whether such terms are identical to, or vary from, the terms contained in the

Phantom Award Letter.

1

d. If the Participant is located in a country other than the United States, additional

provisions applicable to the Participant are set forth in the country specific addendum accompanying this Award Agreement. Such country specific addendum shall form part of this Award Agreement.

2. Grant. In satisfaction of the Participant’s rights under the Phantom Award Letter, the Committee of the Board of Directors of the

Company has granted [    ] Restricted Stock Units (the “RSUs” or this “Award”) to the individual named in this Award Agreement (the “Participant”) on

[    ] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company one share of Class A common stock of the Company, par value $0.01 per share (a “Share”), for

which the restrictions set forth in paragraph 3 lapse in accordance with their terms, in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted

or converted into other property or cash pursuant to the provisions of the Plan.

3. Lapse of Restrictions. The RSUs shall be

immediately vested as of the Grant Date.

4. Issuance and Withholding Tax. As soon as practicable, but in no event more than thirty

(30) days, following the Grant Date, the Company shall issue to the Participant such Shares with respect to the RSUs. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the

Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be

withheld with respect to such amount, which may include (i) the Participant’s forfeiture or surrender of the right to require the Company to allot and issue, transfer or deliver Shares subject to such RSUs or (ii) otherwise reducing

the number of Shares to be issued and/or reacquiring a portion of such Shares.

5. Alteration/Termination. The Company shall have the

right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish

the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Committee determines in its sole

discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 6. Notwithstanding the

foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void

to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.

6. Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs,

and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time.

7. Plan Terms. All terms used in this Award have the same meaning as given such terms in the Plan, a copy of which will be furnished

upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

8. Data Privacy. The

Company, the stock brokerage or other financial or administrative services firm designated by the Company (the “Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future,

which is assisting the Company with the implementation, administration and management of the Plan will administer and maintain the data regarding the Plan, the participants and the awards granted to Participant. Participant authorizes the

2

Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,

possess, use, retain and transfer Employee Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. The data administered and

maintained by the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan includes information that may be considered

personal data, including Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport number or other identification number, salary, nationality, and any Shares or

directorships held in the Company, and details of this Award or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Employee Personal Data”). Participant further

acknowledges that Participant understands that the countries to which Participant’s Employee Personal Data may be transferred may have data protection standards that are different than those in Participant’s home country and that offer a

level of data protection that is less than that in Participant’s home country. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant

later seeks to revoke Participant’s consent, Participant’s service status and career will not be affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant

Participant the RSUs or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.

9. Repatriation; Compliance with Law. Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in

accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of residence, if different). In addition, Participant agrees to take any and all actions, and consent to any and all actions

taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in Participant’s

country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be required to comply with Participant’s personal obligations under local laws, rules and/or regulations in

Participant’s country of employment and country of residence, if different).

10. Electronic Delivery. Participant agrees, to

the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other

grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference

to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the Plan through such system, intranet, or

website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

11. Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or

assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as

amended, or similar order.

12. Section 409A. This Award is intended to be exempt from or, to the extent not exempt from, compliant

with Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and interpretive guidance

issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document

3

contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under

Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt,

but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have

pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A.

13. Adjustments to Award. This Award is subject to adjustments pursuant to Section 4c of the Plan. In the event of any conflict or

inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency.

14. Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all

of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the

Participant. Except as expressly incorporated herein, the terms of the Phantom Award Letter shall no longer apply.

[Signature Page

Follows]

4

IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the date set forth

above.

HMH Holding Inc.

PARTICIPANT

By:

Name:

Name:

Title:

5

Exhibit A

Phantom Award Letter

See

attached.

6

EX-10.7

EX-10.7

Filename: d100419dex107.htm · Sequence: 13

EX-10.7

Exhibit 10.7

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Award Agreement For [   ]

(this “Award Agreement”)

RECITALS

WHEREAS, HMH

Holding B.V. (“HMH B.V.”), a wholly owned Subsidiary of HMH Holding Inc., (the “Company”) previously granted the individual named in this Award Agreement (the “Participant”) a phantom award

pursuant to which, upon an “IPO” (as defined in the letter agreement governing such award (the “Phantom Award Letter”)), the Participant would become entitled to receive a number of shares of the resulting

public entity, subject to the terms of the Phantom Award Letter;

WHEREAS, the effectiveness of the registration statement covering the

initial public offering of the Class A common stock (the “Offering”) of the Company will constitute an “IPO” under the Phantom Award Letter; and

WHEREAS, this Award Agreement is hereby granted in replacement of the Phantom Award Letter in satisfaction of the Participant’s rights

thereunder; provided, however, that certain terms of the Phantom Award Letter, which is attached hereto as Exhibit A, shall survive, continue to apply and form part of this Award Agreement, in accordance with the terms hereof.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises, the mutual agreements, covenants and promises set forth herein and the mutual benefits to be gained by the performance of the terms hereof, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Terms Used Herein; Acceptance and

Acknowledgements; Restrictive Covenants.

a. Each capitalized term used but not defined herein shall have the meaning

ascribed to such term in the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

b. Notwithstanding the

foregoing, if any of the following defined terms from Annex I of the Phantom Award Letter have a corresponding definition in the Plan, the definition as set forth in Annex I of the Phantom Award Letter (and not the definition in the Plan) shall

continue to apply with respect to this Award: “Affiliate,” “Company Group,” “Confidential Information,” “Person” and “Subsidiary”; provided, however, that references to

“Company” in any such defined terms shall now refer to HMH Holding Inc.

c. The Participant acknowledges and agrees that

the RSUs granted herein fully satisfy any and all obligations of the Company and HMH B.V. to the Participant arising under or in connection with the Phantom Award Letter, including any rights to the phantom awards granted thereunder. The Participant

further acknowledges that the Restrictive Covenants set forth in the Phantom Award Letter attached hereto as Exhibit A shall survive and continue to apply and form part of this Award Agreement and the Participant agrees that the Participant

shall comply with such Restrictive Covenants. By accepting this Award, the Participant acknowledges that the RSUs granted herein are subject to the terms of this Award, whether such terms are identical to, or vary from, the terms contained in the

Phantom Award Letter.

1

d. If the Participant is located in a country other than the United States, additional

provisions applicable to the Participant are set forth in the country specific addendum accompanying this Award Agreement. Such country specific addendum shall form part of this Award Agreement.

2. Grant. In satisfaction of the Participant’s rights under the Phantom Award Letter, the Committee of the Board of Directors of the

Company has granted [    ] Restricted Stock Units (the “RSUs” or this “Award”) to the individual named in this Award Agreement (the “Participant”) on

[    ] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company one share of Class A common stock of the Company, par value $0.01 per share (a “Share”), for

which the restrictions set forth in paragraph 3 lapse in accordance with their terms, in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted

or converted into other property or cash pursuant to the provisions of the Plan.

3. Lapse of Restrictions. The RSUs shall be

immediately vested as of the Grant Date.

4. Issuance and Withholding Tax. As soon as practicable, but in no event more than thirty

(30) days, following the Grant Date, the Company shall issue to the Participant such Shares with respect to the RSUs. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the

Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be

withheld with respect to such amount, which may include (i) the Participant’s forfeiture or surrender of the right to require the Company to allot and issue, transfer or deliver Shares subject to such RSUs or (ii) otherwise reducing

the number of Shares to be issued and/or reacquiring a portion of such Shares.

5. Alteration/Termination. The Company shall have the

right at any time in its sole discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish

the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Committee determines in its sole

discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 6. Notwithstanding the

foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void

to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.

6. Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs,

and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time.

7. Plan Terms. All terms used in this Award have the same meaning as given such terms in the Plan, a copy of which will be furnished

upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

8. Data Privacy. The

Company, the stock brokerage or other financial or administrative services firm designated by the Company (the “Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future,

which is assisting the Company with the implementation, administration and management of the Plan will administer and maintain the data regarding the Plan, the participants and the awards granted to Participant. Participant authorizes the

2

Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive,

possess, use, retain and transfer Employee Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. The data administered and

maintained by the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan includes information that may be considered

personal data, including Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport number or other identification number, salary, nationality, and any Shares or

directorships held in the Company, and details of this Award or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Employee Personal Data”). Participant further

acknowledges that Participant understands that the countries to which Participant’s Employee Personal Data may be transferred may have data protection standards that are different than those in Participant’s home country and that offer a

level of data protection that is less than that in Participant’s home country. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant

later seeks to revoke Participant’s consent, Participant’s service status and career will not be affected; the only consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant

Participant the RSUs or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.

9. Repatriation; Compliance with Law. Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in

accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of residence, if different). In addition, Participant agrees to take any and all actions, and consent to any and all actions

taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in Participant’s

country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be required to comply with Participant’s personal obligations under local laws, rules and/or regulations in

Participant’s country of employment and country of residence, if different).

10. Electronic Delivery. Participant agrees, to

the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other

grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference

to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the Plan through such system, intranet, or

website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

11. Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or

assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as

amended, or similar order.

12. Section 409A. This Award is intended to be exempt from or, to the extent not exempt from, compliant

with Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and interpretive guidance

issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document

3

contravenes any regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under

Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt,

but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have

pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A.

13. Adjustments to Award. This Award is subject to adjustments pursuant to Section 4c of the Plan. In the event of any conflict or

inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency.

14. Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all

of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the

Participant. Except as expressly incorporated herein, the terms of the Phantom Award Letter shall no longer apply.

[Signature Page

Follows]

4

IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the date set forth

above.

HMH Holding Inc.

PARTICIPANT

By:

Name:

Name:

Title:

5

Exhibit A

Phantom Award Letter

See

attached.

6

EX-10.8

EX-10.8

Filename: d100419dex108.htm · Sequence: 14

EX-10.8

Exhibit 10.8

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Award Agreement For [    ]

(this “Award Agreement”)

RECITALS

WHEREAS, HMH

Holding B.V. (“HMH B.V.”), a wholly owned Subsidiary of HMH Holding Inc., (the “Company”) previously granted the individual named in this Award Agreement (the “Participant”) a phantom award

pursuant to which, upon an “IPO” (as defined in the letter agreement governing such award (the “Phantom Award Letter”)), the Participant would become entitled to receive a number of shares of the resulting

public entity, subject to the terms of the Phantom Award Letter;

WHEREAS, the effectiveness of the registration statement covering the

initial public offering of the Class A common stock (the “Offering”) of the Company will constitute an “IPO” under the Phantom Award Letter; and

WHEREAS, this Award Agreement is hereby granted in replacement of the Phantom Award Letter in satisfaction of the Participant’s rights

thereunder; provided, however, that certain terms of the Phantom Award Letter, which is attached hereto as Exhibit A, shall survive, continue to apply and form part of this Award Agreement, in accordance with the terms hereof.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises, the mutual agreements, covenants and promises set forth herein and the mutual benefits to be gained by the performance of the terms hereof, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Terms Used Herein; Acceptance and

Acknowledgements; Restrictive Covenants.

a. Each capitalized term used but not defined herein shall have the meaning

ascribed to such term in the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

b. Notwithstanding the

foregoing, if any of the following defined terms from Annex I of the Phantom Award Letter have a corresponding definition in the Plan, the definition as set forth in Annex I of the Phantom Award Letter (and not the definition in the Plan) shall

continue to apply with respect to this Award: “Affiliate,” “Bear,” “Change in Control,” “Company Group,” “Confidential Information,” “Person,” “Subsidiary” and

“Titan;” provided, however, that references to “Company” in any such defined terms shall now refer to HMH Holding Inc.

c. The Participant acknowledges and agrees that the RSUs and PSUs granted herein fully satisfy any and all obligations of the Company

and HMH B.V. to the Participant arising under or in connection with the Phantom Award Letter, including any rights to the phantom awards granted thereunder. The Participant further acknowledges that the Restrictive Covenants set forth in the Phantom

Award Letter attached hereto as Exhibit A shall survive and continue to apply and form part of this Award Agreement and the Participant agrees that the Participant shall comply with such Restrictive Covenants. By accepting this Award, the

Participant acknowledges that the RSUs and PSUs granted herein are subject to the terms of this Award, whether such terms are identical to, or vary from, the terms contained in the Phantom Award Letter.

1

d. If the Participant is located in a country other than the United States, additional

provisions applicable to the Participant are set forth in the country specific addendum accompanying this Award Agreement. Such country specific addendum shall form part of this Award Agreement.

2. Grant. In satisfaction of the Participant’s rights under the Phantom Award Letter, the Committee of the Board of Directors of the

Company has granted a total of [   ] Restricted Stock Units, with Dividend Equivalents as described in paragraph 3, to the individual named in this Award Agreement (the “Participant”) on [   ]

(the “Grant Date”). Fifty percent (50%) of the total number of Restricted Stock Units will be subject to time-based vesting requirements (the “RSUs”) and fifty percent (50%) of the total number of Restricted

Stock Units will be subject to performance-based vesting requirements (the “PSUs,” and together with the RSUs, the “Award”). Each RSU entitles the Participant to receive from the Company one share of

Class A common stock of the Company, par value $0.01 per share (a “Share”), and each PSU entitles the Participant an opportunity to earn and receive from the Company up to two Shares, in each case, for which the restrictions

set forth in paragraph 4 lapse in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. The target number of PSUs (the “Target PSUs”), which is

equal to fifty percent (50%) of the total number of Restricted Stock Units, is the number of PSUs that the Participant may earn if the Performance Condition is satisfied at the target level. The actual number of PSUs that the Participant may earn

may be less than or more than the Target PSUs, depending upon actual performance and the service of the Participant, as specified in paragraph 4. The maximum number of Shares the Participant may earn with respect to the PSUs is equal to 200% of the

Target PSUs. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan.

3. Dividend

Equivalents. Beginning on the Grant Date and until such time as the restrictions lapse or the RSUs or PSUs, as applicable, are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to

the number of RSUs and maximum PSUs that can be earned subject to restriction times the per Share dividend payments, if any, made to stockholders of the Company’s Shares during such period (such amounts, “Dividend

Equivalents”). The Company shall accumulate Dividend Equivalents and will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest) upon the date the

RSUs or PSUs, as applicable, are settled in accordance with paragraph 6. Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs or PSUs that are cancelled will not be paid and are immediately forfeited

upon cancellation of the RSUs or the PSUs, as applicable. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion.

4. Lapse of Restrictions.

a. RSUs. Two-thirds of the RSUs shall be immediately vested as of the Grant Date

and, except as specified in paragraph 5, restrictions on one-third of the RSUs will lapse on September 1, 2026 (each of the Grant Date and September 1, 2026, a “Normal Restriction Lapse

Date”), in each case, subject to the Participant remaining continuously employed by the Company or one of its Subsidiaries through such date. Any RSUs for which the restrictions have not lapsed as of the date the Participant ceases to be

employed by the Company or one of its Subsidiaries, or that do not lapse in connection with the Participant ceasing to be employed by the Company or one of its Subsidiaries, shall be immediately cancelled upon the date the Participant ceases to be

employed by the Company or one of its Subsidiaries.

b. PSUs. Except as specified in paragraph 5, restrictions on the

PSUs will lapse to the extent that both the Service Condition has been satisfied and the Committee has certified that the Performance Condition has been satisfied (the date that the Committee certifies the level at which the Performance Condition

has been satisfied, the “Certification Date”). The Certification Date shall occur as soon as

2

practicable, but not later than sixty (60) days, following the end of the Performance Period (as defined in Exhibit B hereto). Subject to paragraph 5, the “Service

Condition” will be satisfied with respect to the PSUs only if the Participant has been continuously employed by the Company or one of its Subsidiaries through August 31, 2026, and the “Performance Condition” will be

satisfied with respect to between 0% and 200% of the Target PSUs based on the attainment of the Performance Condition, in accordance with Exhibit B. Prior to the issuance of any Shares pursuant to paragraph 6, except as specified in this

Award Agreement, the Committee shall certify the extent, if any, to which the Performance Condition was achieved. Any Target PSUs for which the Service Condition has not been satisfied as of the date the Participant ceases to be employed by the

Company or one of its Subsidiaries, or that do not become satisfied in connection with the Participant ceasing to be employed by the Company or one of its Subsidiaries, shall be immediately cancelled upon the date the Participant ceases to be

employed by the Company or one of its Subsidiaries. Any Target PSUs for which the Service Condition has been satisfied, or that become satisfied in connection with the Participant ceasing to be employed by the Company or one of its Subsidiaries,

shall remain outstanding and eligible to vest based on the extent, if any, to which the Performance Condition are achieved or deemed satisfied, as appliable. Any PSUs that remain outstanding following the Participant ceasing to be employed by the

Company or one of its Subsidiaries but that do not vest due to the Performance Condition failing to be achieved or deemed satisfied shall be immediately cancelled.

5. Change in Control of the Company. In the event of a Change in Control, (a) restrictions on the RSUs that have not theretofore been

forfeited shall lapse and (b) the Service Condition shall be deemed fully satisfied and the Performance Condition shall be deemed satisfied at the target level of performance, in each case, with respect to the PSUs that have not theretofore

been forfeited. The Award shall be settled in connection with the Change in Control.

6. Issuance and Withholding Tax. As soon as

practicable, but in no event more than thirty (30) days, following, with respect to the RSUs, the Normal Restriction Lapse Date, or such earlier date the restrictions lapse, and with respect to the PSUs, the Certification Date, or such earlier

date both the Service Condition and the Performance Condition are satisfied or deemed satisfied, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse or the PSUs for

which both the Service Condition and the Performance Condition are satisfied or deemed satisfied, in each case, in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs or PSUs, as applicable

first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign

taxes of any kind required or permitted to be withheld with respect to such amount, which may include (i) the Participant’s forfeiture or surrender of the right to require the Company to allot and issue, transfer or deliver Shares subject

to such RSUs or PSUs, as applicable, or (ii) otherwise reducing the number of Shares to be issued and/or reacquiring a portion of such Shares.

7. Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs or

PSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and

provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs or PSUs if the Committee determines in its sole discretion that such amendment, alteration, or termination either

(i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 8. Notwithstanding the foregoing, no amendment of the RSUs or PSUs may be made that would

cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs and PSUs shall be null and void to the extent the grant of RSUs or PSUs, as

applicable, or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.

3

8. Recoupment. Notwithstanding any other provision of this Award to the contrary, the

RSUs and PSUs, any Shares issued in settlement of the RSUs and PSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with

any recoupment policy that the Company may adopt from time to time.

9. Plan Terms. All terms used in this Award have the same meaning

as given such terms in the Plan, a copy of which will be furnished upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

10. Data Privacy. The Company, the stock brokerage or other financial or administrative services firm designated by the Company (the

“Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan will

administer and maintain the data regarding the Plan, the participants and the awards granted to Participant. Participant authorizes the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or

in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Employee Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and

managing Participant’s participation in the Plan. The data administered and maintained by the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing,

administering and managing the Plan includes information that may be considered personal data, including Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport

number or other identification number, salary, nationality, and any Shares or directorships held in the Company, and details of this Award or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in

Participant’s favor (“Employee Personal Data”). Participant further acknowledges that Participant understands that the countries to which Participant’s Employee Personal Data may be transferred may have data

protection standards that are different than those in Participant’s home country and that offer a level of data protection that is less than that in Participant’s home country. Further, Participant understands that Participant is

providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s service status and career will not be affected; the only consequence

of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant the RSUs or PSUs or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or

withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.

11. Repatriation; Compliance with

Law. Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of

residence, if different). In addition, Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of

its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in Participant’s country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be

required to comply with Participant’s personal obligations under local laws, rules and/or regulations in Participant’s country of employment and country of residence, if different).

12. Electronic Delivery. Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to

accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered

4

by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the

Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the

Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

13. Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or

assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as

amended, or similar order.

14. Section 409A. This Award is intended to be exempt from or, to the extent not exempt from, compliant

with Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and interpretive guidance

issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A

or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in

any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without

contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary

authority would contravene Section 409A.

15. Adjustments to Award. This Award is subject to adjustments pursuant to

Section 4c of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency.

16. Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all

of the provisions applicable to the RSUs and PSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the

Participant; provided, however, that, notwithstanding anything herein to the contrary, if the Participant is or becomes party to an employment, severance, change in control or similar agreement or arrangement with the Company or

another member of the Company Group and such agreement contains terms applicable to equity awards of the type granted by this Agreement that are more favorable to the Participant than the terms set forth in this Agreement, such more favorable terms

shall control. Except as expressly incorporated herein, the terms of the Phantom Award Letter shall no longer apply.

[Signature Page

Follows]

5

IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the date set forth

above.

HMH Holding Inc.

PARTICIPANT

By:

Name:

Name:

Title:

6

Exhibit A

Phantom Award Letter

See

attached.

7

Exhibit B

Performance Condition

In accordance with

the terms of the Phantom Award Letter, the PSUs may be earned based on the achievement of the Performance Condition, as described below.

The Performance

Condition (the Company’s EBITDA growth) will be measured over the three-year period beginning on September 1, 2023 and ending on August 31, 2026 (the “Performance Period”) against the EBITDA growth of the below

peer companies (the “Peer Group”). In the event a member of the Peer Group ceases to be a reasonable comparable, a suitable replacement may be added at the Committee’s discretion.

Peer Group:

Archrock, Inc.

Helmerich & Payne, Inc.

Oil States International, Inc.

Core Laboratories

Hunting Plc.

Patterson-UTI Energy, Inc.

Dril-Quip, Inc.

Newpark Resources, Inc.

ProPetro Holding Corp.

Forum Energy Technologies

NexTier Oilfield Solutions, Inc.

RPC, Inc.

Helix Energy Solutions Group, Inc.

Oceaneering International, Inc.

Valaris Ltd.

The percentage of the Target PSUs that vest shall be determined as follows:

Payout Level

Company Ranking in Peer

Group

% of Target PSUs that shall

Vest

Threshold

Top 75

%

50

%

Target

Top 50

%

100

%

Maximum

Top 5

%

200

%

If the Performance Condition is achieved at an amount that is at a point between two adjacent performance levels, the level at

which the Performance Condition shall be earned and the number of PSUs that are earned shall be determined by straight line interpolation between such points. No PSUs shall be earned if the Performance Condition is not met at a level at least equal

to Threshold.

8

EX-10.9

EX-10.9

Filename: d100419dex109.htm · Sequence: 15

EX-10.9

Exhibit 10.9

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Award Agreement For [   ]

(this “Award Agreement”)

RECITALS

WHEREAS, HMH

Holding B.V. (“HMH B.V.”), a wholly owned Subsidiary of HMH Holding Inc., (the “Company”) previously granted the individual named in this Award Agreement (the “Participant”) a phantom award

pursuant to which, upon an “IPO” (as defined in the letter agreement governing such award (the “Phantom Award Letter”)), the Participant would become entitled to receive a number of shares of the resulting

public entity, subject to the terms of the Phantom Award Letter;

WHEREAS, the effectiveness of the registration statement covering the

initial public offering of the Class A common stock (the “Offering”) of the Company will constitute an “IPO” under the Phantom Award Letter; and

WHEREAS, this Award Agreement is hereby granted in replacement of the Phantom Award Letter in satisfaction of the Participant’s rights

thereunder; provided, however, that certain terms of the Phantom Award Letter, which is attached hereto as Exhibit A, shall survive, continue to apply and form part of this Award Agreement, in accordance with the terms hereof.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises, the mutual agreements, covenants and promises set forth herein and the mutual benefits to be gained by the performance of the terms hereof, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Terms Used Herein; Acceptance and

Acknowledgements; Restrictive Covenants.

a. Each capitalized term used but not defined herein shall have the meaning

ascribed to such term in the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

b. Notwithstanding the

foregoing, if any of the following defined terms from Annex I of the Phantom Award Letter have a corresponding definition in the Plan, the definition as set forth in Annex I of the Phantom Award Letter (and not the definition in the Plan) shall

continue to apply with respect to this Award: “Affiliate,” “Bear,” “Change in Control,” “Company Group,” “Confidential Information,” “Person,” “Subsidiary” and

“Titan;” provided, however, that references to “Company” in any such defined terms shall now refer to HMH Holding Inc.

c. The Participant acknowledges and agrees that the RSUs and PSUs granted herein fully satisfy any and all obligations of the Company

and HMH B.V. to the Participant arising under or in connection with the Phantom Award Letter, including any rights to the phantom awards granted thereunder. The Participant further acknowledges that the Restrictive Covenants set forth in the Phantom

Award Letter attached hereto as Exhibit A shall survive and continue to apply and form part of this Award Agreement and the Participant agrees that the Participant shall comply with such Restrictive Covenants. By accepting this Award, the

Participant acknowledges that the RSUs and PSUs granted herein are subject to the terms of this Award, whether such terms are identical to, or vary from, the terms contained in the Phantom Award Letter.

1

d. If the Participant is located in a country other than the United States, additional

provisions applicable to the Participant are set forth in the country specific addendum accompanying this Award Agreement. Such country specific addendum shall form part of this Award Agreement.

2. Grant. In satisfaction of the Participant’s rights under the Phantom Award Letter, the Committee of the Board of Directors of the

Company has granted a total of [    ] Restricted Stock Units, with Dividend Equivalents as described in paragraph 3, to the individual named in this Award Agreement (the “Participant”) on

[    ] (the “Grant Date”). Fifty percent (50%) of the total number of Restricted Stock Units will be subject to time-based vesting requirements (the “RSUs”) and fifty percent (50%) of the

total number of Restricted Stock Units will be subject to performance-based vesting requirements (the “PSUs,” and together with the RSUs, the “Award”). Each RSU entitles the Participant to receive from the

Company one share of Class A common stock of the Company, par value $0.01 per share (a “Share”), and each PSU entitles the Participant an opportunity to earn and receive from the Company up to two Shares, in each case, for

which the restrictions set forth in paragraph 4 lapse in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. The target number of PSUs (the “Target

PSUs”), which is equal to fifty percent (50%) of the total number of Restricted Stock Units, is the number of PSUs that the Participant may earn if the Performance Condition is satisfied at the target level. The actual number of PSUs that

the Participant may earn may be less than or more than the Target PSUs, depending upon actual performance and the service of the Participant, as specified in paragraph 4. The maximum number of Shares the Participant may earn with respect to the PSUs

is equal to 200% of the Target PSUs. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan.

3. Dividend Equivalents. Beginning on the Grant Date and until such time as the restrictions lapse or the RSUs or PSUs, as applicable, are

cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs and maximum PSUs that can be earned subject to restriction times the per Share dividend payments, if any, made to

stockholders of the Company’s Shares during such period (such amounts, “Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and will pay the Participant an amount equal to the Dividend Equivalents

accumulated and unpaid as of the date that restrictions lapse (without interest) upon the date the RSUs or PSUs, as applicable, are settled in accordance with paragraph 6. Notwithstanding the foregoing, any accumulated and unpaid Dividend

Equivalents attributable to RSUs or PSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs or the PSUs, as applicable. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash

and Shares, as determined by the Committee in its discretion.

4. Lapse of Restrictions.

a. RSUs. One-third of the RSUs shall be immediately vested as of the Grant Date

and, except as specified in paragraph 5, restrictions on one-third of the RSUs will lapse on each of September 1, 2026 and September 1, 2027 (each of the Grant Date, September 1, 2026 and

September 1, 2027, a “Normal Restriction Lapse Date”), in each case, subject to the Participant remaining continuously employed by the Company or one of its Subsidiaries through such date. Any RSUs for which the restrictions

have not lapsed as of the date the Participant ceases to be employed by the Company or one of its Subsidiaries, or that do not lapse in connection with the Participant ceasing to be employed by the Company or one of its Subsidiaries, shall be

immediately cancelled upon the date the Participant ceases to be employed by the Company or one of its Subsidiaries.

b. PSUs. Except as specified in paragraph 5, restrictions on the PSUs will lapse to the extent that both the Service

Condition has been satisfied and the Committee has certified that the Performance Condition has been satisfied (the date that the Committee certifies the level at which the Performance

2

Condition has been satisfied, the “Certification Date”). The Certification Date shall occur as soon as practicable, but not later than sixty (60) days, following the end

of the Performance Period (as defined in Exhibit B hereto). Subject to paragraph 5, the “Service Condition” will be satisfied with respect to the PSUs only if the Participant has been continuously employed by the Company or

one of its Subsidiaries through August 31, 2027, and the “Performance Condition” will be satisfied with respect to between 0% and 200% of the Target PSUs based on the attainment of the Performance Condition, in accordance

with Exhibit B. Prior to the issuance of any Shares pursuant to paragraph 6, except as specified in this Award Agreement, the Committee shall certify the extent, if any, to which the Performance Condition was achieved. Any Target PSUs for

which the Service Condition has not been satisfied as of the date the Participant ceases to be employed by the Company or one of its Subsidiaries, or that do not become satisfied in connection with the Participant ceasing to be employed by the

Company or one of its Subsidiaries, shall be immediately cancelled upon the date the Participant ceases to be employed by the Company or one of its Subsidiaries. Any Target PSUs for which the Service Condition has been satisfied, or that become

satisfied in connection with the Participant ceasing to be employed by the Company or one of its Subsidiaries, shall remain outstanding and eligible to vest based on the extent, if any, to which the Performance Condition are achieved or deemed

satisfied, as appliable. Any PSUs that remain outstanding following the Participant ceasing to be employed by the Company or one of its Subsidiaries but that do not vest due to the Performance Condition failing to be achieved or deemed satisfied

shall be immediately cancelled.

5. Change in Control of the Company. In the event of a Change in Control, (a) restrictions on

the RSUs that have not theretofore been forfeited shall lapse and (b) the Service Condition shall be deemed fully satisfied and the Performance Condition shall be deemed satisfied at the target level of performance, in each case, with respect

to the PSUs that have not theretofore been forfeited. The Award shall be settled in connection with the Change in Control.

6. Issuance and

Withholding Tax. As soon as practicable, but in no event more than thirty (30) days, following, with respect to the RSUs, the Normal Restriction Lapse Date, or such earlier date the restrictions lapse, and with respect to the PSUs, the

Certification Date, or such earlier date both the Service Condition and the Performance Condition are satisfied or deemed satisfied, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which

the restrictions lapse or the PSUs for which both the Service Condition and the Performance Condition are satisfied or deemed satisfied, in each case, in accordance with this Award Agreement. No later than the date as of which an amount with respect

to the RSUs or PSUs, as applicable first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any

federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount, which may include (i) the Participant’s forfeiture or surrender of the right to require the Company to allot and issue,

transfer or deliver Shares subject to such RSUs or PSUs, as applicable, or (ii) otherwise reducing the number of Shares to be issued and/or reacquiring a portion of such Shares.

7. Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs or

PSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and

provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs or PSUs if the Committee determines in its sole discretion that such amendment, alteration, or termination either

(i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 8. Notwithstanding the foregoing, no amendment of the RSUs or PSUs may be made that would

cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs and PSUs shall be null and void to the extent the grant of RSUs or PSUs, as

applicable, or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.

3

8. Recoupment. Notwithstanding any other provision of this Award to the contrary, the

RSUs and PSUs, any Shares issued in settlement of the RSUs and PSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with

any recoupment policy that the Company may adopt from time to time.

9. Plan Terms. All terms used in this Award have the same meaning

as given such terms in the Plan, a copy of which will be furnished upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

10. Data Privacy. The Company, the stock brokerage or other financial or administrative services firm designated by the Company (the

“Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan will

administer and maintain the data regarding the Plan, the participants and the awards granted to Participant. Participant authorizes the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or

in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Employee Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and

managing Participant’s participation in the Plan. The data administered and maintained by the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing,

administering and managing the Plan includes information that may be considered personal data, including Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport

number or other identification number, salary, nationality, and any Shares or directorships held in the Company, and details of this Award or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in

Participant’s favor (“Employee Personal Data”). Participant further acknowledges that Participant understands that the countries to which Participant’s Employee Personal Data may be transferred may have data

protection standards that are different than those in Participant’s home country and that offer a level of data protection that is less than that in Participant’s home country. Further, Participant understands that Participant is

providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s service status and career will not be affected; the only consequence

of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant the RSUs or PSUs or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or

withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.

11. Repatriation; Compliance with

Law. Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of

residence, if different). In addition, Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of

its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in Participant’s country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be

required to comply with Participant’s personal obligations under local laws, rules and/or regulations in Participant’s country of employment and country of residence, if different).

12. Electronic Delivery. Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to

accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered

4

by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the

Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the

Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

13. Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or

assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as

amended, or similar order.

14. Section 409A. This Award is intended to be exempt from or, to the extent not exempt from, compliant

with Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and interpretive guidance

issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A

or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in

any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without

contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary

authority would contravene Section 409A.

15. Adjustments to Award. This Award is subject to adjustments pursuant to

Section 4c of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency.

16. Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all

of the provisions applicable to the RSUs and PSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the

Participant; provided, however, that, notwithstanding anything herein to the contrary, if the Participant is or becomes party to an employment, severance, change in control or similar agreement or arrangement with the Company or

another member of the Company Group and such agreement contains terms applicable to equity awards of the type granted by this Agreement that are more favorable to the Participant than the terms set forth in this Agreement, such more favorable terms

shall control. Except as expressly incorporated herein, the terms of the Phantom Award Letter shall no longer apply.

[Signature Page

Follows]

5

IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the date set forth

above.

HMH Holding Inc.

PARTICIPANT

By:

Name:

Name:

Title:

6

Exhibit A

Phantom Award Letter

See

attached.

7

Exhibit B

Performance Condition

In accordance with

the terms of the Phantom Award Letter, the PSUs may be earned based on the achievement of the Performance Condition, as described below.

The Performance

Condition (the Company’s EBITDA growth) will be measured over the three-year period beginning on September 1, 2024 and ending on August 31, 2027 (the “Performance Period”) against the EBITDA growth of the below

peer companies (the “Peer Group”). In the event a member of the Peer Group ceases to be a reasonable comparable, a suitable replacement may be added at the Committee’s discretion.

Peer Group:

Archrock, Inc.

KLX Energy Services Holdings, Inc

ProPetro Holding Corp.

Cactus, Inc

Kodiak Gas Services, Inc.

Ranger Energy Services, Inc.

Core Laboratories

Newpark Resources, Inc.

RPC, Inc.

Dril-Quip, Inc.

Nine Energy, Service, Inc.

TETRA Technologies, Inc

Forum Energy Technologies

NOV

USA Compression Partners, LP

Helix Energy Solutions Group, Inc.

Oil States International, Inc.

The percentage of the Target PSUs that vest shall be determined as follows:

Payout Level

Company Ranking in Peer

Group

% of Target PSUs that shall

Vest

Threshold

Top 75

%

50

%

Target

Top 50

%

100

%

Maximum

Top 5

%

200

%

If the Performance Condition is achieved at an amount that is at a point between two adjacent performance levels, the level at

which the Performance Condition shall be earned and the number of PSUs that are earned shall be determined by straight line interpolation between such points. No PSUs shall be earned if the Performance Condition is not met at a level at least equal

to Threshold.

8

EX-10.10

EX-10.10

Filename: d100419dex1010.htm · Sequence: 16

EX-10.10

Exhibit 10.10

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Award Agreement For [    ]

(this “Award Agreement”)

RECITALS

WHEREAS, HMH

Holding B.V. (“HMH B.V.”), a wholly owned Subsidiary of HMH Holding Inc., (the “Company”) previously granted the individual named in this Award Agreement (the “Participant”) a phantom award

pursuant to which, upon an “IPO” (as defined in the letter agreement governing such award (the “Phantom Award Letter”)), the Participant would become entitled to receive a number of shares of the resulting

public entity, subject to the terms of the Phantom Award Letter;

WHEREAS, the effectiveness of the registration statement covering the

initial public offering of the Class A common stock (the “Offering”) of the Company will constitute an “IPO” under the Phantom Award Letter; and

WHEREAS, this Award Agreement is hereby granted in replacement of the Phantom Award Letter in satisfaction of the Participant’s rights

thereunder; provided, however, that certain terms of the Phantom Award Letter, which is attached hereto as Exhibit A, shall survive, continue to apply and form part of this Award Agreement, in accordance with the terms hereof.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises, the mutual agreements, covenants and promises set forth herein and the mutual benefits to be gained by the performance of the terms hereof, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Terms Used Herein; Acceptance and

Acknowledgements; Restrictive Covenants.

a. Each capitalized term used but not defined herein shall have the meaning

ascribed to such term in the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

b. Notwithstanding the

foregoing, if any of the following defined terms from Annex I of the Phantom Award Letter have a corresponding definition in the Plan, the definition as set forth in Annex I of the Phantom Award Letter (and not the definition in the Plan) shall

continue to apply with respect to this Award: “Affiliate,” “Bear,” “Change in Control,” “Company Group,” “Confidential Information,” “Person,” “Subsidiary” and

“Titan;” provided, however, that references to “Company” in any such defined terms shall now refer to HMH Holding Inc.

c. The Participant acknowledges and agrees that the RSUs and PSUs granted herein fully satisfy any and all obligations of the Company

and HMH B.V. to the Participant arising under or in connection with the Phantom Award Letter, including any rights to the phantom awards granted thereunder. The Participant further acknowledges that the Restrictive Covenants set forth in the Phantom

Award Letter attached hereto as Exhibit A shall survive and continue to apply and form part of this Award Agreement and the Participant agrees that the Participant shall comply with such Restrictive Covenants. By accepting this Award, the

Participant acknowledges that the RSUs and PSUs granted herein are subject to the terms of this Award, whether such terms are identical to, or vary from, the terms contained in the Phantom Award Letter.

1

d. If the Participant is located in a country other than the United States, additional

provisions applicable to the Participant are set forth in the country specific addendum accompanying this Award Agreement. Such country specific addendum shall form part of this Award Agreement.

2. Grant. In satisfaction of the Participant’s rights under the Phantom Award Letter, the Committee of the Board of Directors of the

Company has granted a total of [    ] Restricted Stock Units, with Dividend Equivalents as described in paragraph 3, to the individual named in this Award Agreement (the “Participant”) on

[    ] (the “Grant Date”). Fifty percent (50%) of the total number of Restricted Stock Units will be subject to time-based vesting requirements (the “RSUs”) and fifty percent (50%) of the

total number of Restricted Stock Units will be subject to performance-based vesting requirements (the “PSUs,” and together with the RSUs, the “Award”). Each RSU entitles the Participant to receive from the

Company one share of Class A common stock of the Company, par value $0.01 per share (a “Share”), and each PSU entitles the Participant an opportunity to earn and receive from the Company up to two Shares, in each case, for

which the restrictions set forth in paragraph 4 lapse in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. The target number of PSUs (the “Target

PSUs”), which is equal to fifty percent (50%) of the total number of Restricted Stock Units, is the number of PSUs that the Participant may earn if the Performance Condition is satisfied at the target level. The actual number of PSUs that

the Participant may earn may be less than or more than the Target PSUs, depending upon actual performance and the service of the Participant, as specified in paragraph 4. The maximum number of Shares the Participant may earn with respect to the PSUs

is equal to 200% of the Target PSUs. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan.

3. Dividend Equivalents. Beginning on the Grant Date and until such time as the restrictions lapse or the RSUs or PSUs, as applicable, are

cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs and maximum PSUs that can be earned subject to restriction times the per Share dividend payments, if any, made to

stockholders of the Company’s Shares during such period (such amounts, “Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and will pay the Participant an amount equal to the Dividend Equivalents

accumulated and unpaid as of the date that restrictions lapse (without interest) upon the date the RSUs or PSUs, as applicable, are settled in accordance with paragraph 6. Notwithstanding the foregoing, any accumulated and unpaid Dividend

Equivalents attributable to RSUs or PSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs or the PSUs, as applicable. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash

and Shares, as determined by the Committee in its discretion.

4. Lapse of Restrictions.

a. RSUs. Except as specified in paragraph 5, restrictions on one-third of the RSUs

will lapse on each of September 1, 2026, September 1, 2027 and September 1, 2028 (each, a “Normal Restriction Lapse Date”), in each case, subject to the Participant remaining continuously employed by the Company or

one of its Subsidiaries through such date. Any RSUs for which the restrictions have not lapsed as of the date the Participant ceases to be employed by the Company or one of its Subsidiaries, or that do not lapse in connection with the Participant

ceasing to be employed by the Company or one of its Subsidiaries, shall be immediately cancelled upon the date the Participant ceases to be employed by the Company or one of its Subsidiaries.

b. PSUs. Except as specified in paragraph 5, restrictions on the PSUs will lapse to the extent that both the Service

Condition has been satisfied and the Committee has certified that the Performance Condition has been satisfied (the date that the Committee certifies the level at which the Performance Condition has been satisfied, the “Certification

Date”). The Certification Date shall occur as soon as

2

practicable, but not later than sixty (60) days, following the end of the Performance Period (as defined in Exhibit B hereto). Subject to paragraph 5, the “Service

Condition” will be satisfied with respect to the PSUs only if the Participant has been continuously employed by the Company or one of its Subsidiaries through August 31, 2028, and the “Performance Condition” will be

satisfied with respect to between 0% and 200% of the Target PSUs based on the attainment of the Performance Condition, in accordance with Exhibit B. Prior to the issuance of any Shares pursuant to paragraph 6, except as specified in this

Award Agreement, the Committee shall certify the extent, if any, to which the Performance Condition was achieved. Any Target PSUs for which the Service Condition has not been satisfied as of the date the Participant ceases to be employed by the

Company or one of its Subsidiaries, or that do not become satisfied in connection with the Participant ceasing to be employed by the Company or one of its Subsidiaries, shall be immediately cancelled upon the date the Participant ceases to be

employed by the Company or one of its Subsidiaries. Any Target PSUs for which the Service Condition has been satisfied, or that become satisfied in connection with the Participant ceasing to be employed by the Company or one of its Subsidiaries,

shall remain outstanding and eligible to vest based on the extent, if any, to which the Performance Condition are achieved or deemed satisfied, as appliable. Any PSUs that remain outstanding following the Participant ceasing to be employed by the

Company or one of its Subsidiaries but that do not vest due to the Performance Condition failing to be achieved or deemed satisfied shall be immediately cancelled.

5. Change in Control of the Company. In the event of a Change in Control, (a) restrictions on the RSUs that have not theretofore been

forfeited shall lapse and (b) the Service Condition shall be deemed fully satisfied and the Performance Condition shall be deemed satisfied at the target level of performance, in each case, with respect to the PSUs that have not theretofore

been forfeited. The Award shall be settled in connection with the Change in Control.

6. Issuance and Withholding Tax. As soon as

practicable, but in no event more than thirty (30) days, following, with respect to the RSUs, the Normal Restriction Lapse Date, or such earlier date the restrictions lapse, and with respect to the PSUs, the Certification Date, or such earlier

date both the Service Condition and the Performance Condition are satisfied or deemed satisfied, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse or the PSUs for

which both the Service Condition and the Performance Condition are satisfied or deemed satisfied, in each case, in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs or PSUs, as applicable

first becomes includable in the gross income of the Participant for applicable income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign

taxes of any kind required or permitted to be withheld with respect to such amount, which may include (i) the Participant’s forfeiture or surrender of the right to require the Company to allot and issue, transfer or deliver Shares subject

to such RSUs or PSUs, as applicable, or (ii) otherwise reducing the number of Shares to be issued and/or reacquiring a portion of such Shares.

7. Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or terminate the RSUs or

PSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s consent; and

provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs or PSUs if the Committee determines in its sole discretion that such amendment, alteration, or termination either

(i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 8. Notwithstanding the foregoing, no amendment of the RSUs or PSUs may be made that would

cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs and PSUs shall be null and void to the extent the grant of RSUs or PSUs, as

applicable, or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.

3

8. Recoupment. Notwithstanding any other provision of this Award to the contrary, the

RSUs and PSUs, any Shares issued in settlement of the RSUs and PSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with

any recoupment policy that the Company may adopt from time to time.

9. Plan Terms. All terms used in this Award have the same meaning

as given such terms in the Plan, a copy of which will be furnished upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

10. Data Privacy. The Company, the stock brokerage or other financial or administrative services firm designated by the Company (the

“Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan will

administer and maintain the data regarding the Plan, the participants and the awards granted to Participant. Participant authorizes the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or

in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Employee Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and

managing Participant’s participation in the Plan. The data administered and maintained by the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing,

administering and managing the Plan includes information that may be considered personal data, including Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport

number or other identification number, salary, nationality, and any Shares or directorships held in the Company, and details of this Award or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in

Participant’s favor (“Employee Personal Data”). Participant further acknowledges that Participant understands that the countries to which Participant’s Employee Personal Data may be transferred may have data

protection standards that are different than those in Participant’s home country and that offer a level of data protection that is less than that in Participant’s home country. Further, Participant understands that Participant is

providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s service status and career will not be affected; the only consequence

of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant the RSUs or PSUs or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or

withdrawing Participant’s consent may affect Participant’s ability to participate in the Plan.

11. Repatriation; Compliance with

Law. Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of

residence, if different). In addition, Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of

its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in Participant’s country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be

required to comply with Participant’s personal obligations under local laws, rules and/or regulations in Participant’s country of employment and country of residence, if different).

12. Electronic Delivery. Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to

accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered

4

by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the

Company’s email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the

Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

13. Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or

assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as

amended, or similar order.

14. Section 409A. This Award is intended to be exempt from or, to the extent not exempt from, compliant

with Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and interpretive guidance

issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A

or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in

any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without

contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary

authority would contravene Section 409A.

15. Adjustments to Award. This Award is subject to adjustments pursuant to

Section 4c of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency.

16. Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all

of the provisions applicable to the RSUs and PSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the

Participant; provided, however, that, notwithstanding anything herein to the contrary, if the Participant is or becomes party to an employment, severance, change in control or similar agreement or arrangement with the Company or

another member of the Company Group and such agreement contains terms applicable to equity awards of the type granted by this Agreement that are more favorable to the Participant than the terms set forth in this Agreement, such more favorable terms

shall control. Except as expressly incorporated herein, the terms of the Phantom Award Letter shall no longer apply.

[Signature Page

Follows]

5

IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the date set forth

above.

HMH Holding Inc.

PARTICIPANT

By:

Name:

Name:

Title:

6

Exhibit A

Phantom Award Letter

See

attached.

7

Exhibit B

Performance Condition

In accordance with

the terms of the Phantom Award Letter, the PSUs may be earned based on the achievement of the Performance Condition, as described below.

The Performance

Condition (the Company’s EBITDA growth) will be measured over the three-year period beginning on September 1, 2025 and ending on August 31, 2028 (the “Performance Period”) against the EBITDA growth of the below

peer companies (the “Peer Group”). In the event a member of the Peer Group ceases to be a reasonable comparable, a suitable replacement may be added at the Committee’s discretion.

Peer Group:

Archrock, Inc.

Oil States International, Inc.

TETRA Technologies, Inc

Cactus, Inc.

Core Laboratories

ProPetro Holding Corp

Helix Energy Solutions Group, Inc.

USA Compression Partners, LP

Innovex International, Inc.

NPK International, Inc.

Ranger Energy

Kodiak Gas

Forum Energy Technologies

Nine Energy Service, Inc.

RPC, Inc.

KLX Energy Services Holdings, Inc.

NOV

The percentage of the Target PSUs that vest shall be determined as follows:

Payout Level

Company Ranking in Peer

Group

% of Target PSUs that shall

Vest

Threshold

Top 75

%

50

%

Target

Top 50

%

100

%

Maximum

Top 5

%

200

%

If the Performance Condition is achieved at an amount that is at a point between two adjacent performance levels, the level at

which the Performance Condition shall be earned and the number of PSUs that are earned shall be determined by straight line interpolation between such points. No PSUs shall be earned if the Performance Condition is not met at a level at least equal

to Threshold.

8

EX-10.11

EX-10.11

Filename: d100419dex1011.htm · Sequence: 17

EX-10.11

Exhibit 10.11

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Award Agreement For [   ]

(this “Award Agreement”)

RECITALS

WHEREAS, HMH

Holding B.V. (“HMH B.V.”), a wholly owned Subsidiary of HMH Holding Inc., (the “Company”) previously granted the individual named in this Award Agreement (the “Participant”) a phantom award

pursuant to which, upon an “IPO” (as defined in the letter agreement governing such award (the “Phantom Award Letter”)), the Participant would become entitled to receive a number of shares of the resulting

public entity, subject to the terms of the Phantom Award Letter;

WHEREAS, the effectiveness of the registration statement covering the

initial public offering of the Class A common stock (the “Offering”) of the Company will constitute an “IPO” under the Phantom Award Letter; and

WHEREAS, this Award Agreement is hereby granted in replacement of the Phantom Award Letter in satisfaction of the Participant’s rights

thereunder; provided, however, that certain terms of the Phantom Award Letter, which is attached hereto as Exhibit A, shall survive, continue to apply and form part of this Award Agreement, in accordance with the terms hereof.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises, the mutual agreements, covenants and promises set forth herein and the mutual benefits to be gained by the performance of the terms hereof, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Terms Used Herein; Acceptance and

Acknowledgements; Restrictive Covenants.

a. Each capitalized term used but not defined herein shall have the meaning

ascribed to such term in the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

b. Notwithstanding the

foregoing, if any of the following defined terms from Annex I of the Phantom Award Letter have a corresponding definition in the Plan, the definition as set forth in Annex I of the Phantom Award Letter (and not the definition in the Plan) shall

continue to apply with respect to this Award: “Affiliate,” “Bear,” “Change in Control,” “Company Group,” “Confidential Information,” “Person,” “Subsidiary” and

“Titan;” provided, however, that references to “Company” in any such defined terms shall now refer to HMH Holding Inc.

c. The Participant acknowledges and agrees that the RSUs and PSUs granted herein fully satisfy any and all obligations of the Company

and HMH B.V. to the Participant arising under or in connection with the Phantom Award Letter, including any rights to the phantom awards granted thereunder. The Participant further acknowledges that the Restrictive Covenants set forth in the Phantom

Award Letter attached hereto as Exhibit A shall survive and continue to apply and form part of this Award Agreement and the Participant agrees that the Participant shall comply with such Restrictive Covenants. By accepting this Award, the

Participant acknowledges that the RSUs and PSUs granted herein are subject to the terms of this Award, whether such terms are identical to, or vary from, the terms contained in the Phantom Award Letter.

1

d. If the Participant is located in a country other than the United States, additional

provisions applicable to the Participant are set forth in the country specific addendum accompanying this Award Agreement. Such country specific addendum shall form part of this Award Agreement.

2. Grant. In satisfaction of the Participant’s rights under the Phantom Award Letter, the Committee of the Board of Directors of the

Company has granted a total of [    ] Restricted Stock Units, with Dividend Equivalents as described in paragraph 3, to the individual named in this Award Agreement (the “Participant”) on

[    ] (the “Grant Date”). Fifty percent (50%) of the total number of Restricted Stock Units will be subject to time-based vesting requirements (the “RSUs”) and fifty percent (50%) of the

total number of Restricted Stock Units will be subject to performance-based vesting requirements (the “PSUs,” and together with the RSUs, the “Award”). Each RSU entitles the Participant to receive from the

Company one share of Class A common stock of the Company, par value $0.01 per share (a “Share”), and each PSU entitles the Participant an opportunity to earn and receive from the Company up to two Shares, in each case, for

which the restrictions set forth in paragraph 4 lapse in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. The target number of PSUs (the “Target

PSUs”), which is equal to fifty percent (50%) of the total number of Restricted Stock Units, is the number of PSUs that the Participant may earn if the Performance Condition is satisfied at the target level. The actual number of PSUs that

the Participant may earn may be less than or more than the Target PSUs, depending upon actual performance as specified in paragraph 4. The maximum number of Shares the Participant may earn with respect to the PSUs is equal to 200% of the Target

PSUs. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan.

3. Dividend

Equivalents. Beginning on the Grant Date and until such time as the restrictions lapse or the RSUs or PSUs, as applicable, are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to

the number of RSUs and maximum PSUs that can be earned subject to restriction times the per Share dividend payments, if any, made to stockholders of the Company’s Shares during such period (such amounts, “Dividend

Equivalents”). The Company shall accumulate Dividend Equivalents and will pay the Participant an amount equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest) upon the date the

RSUs or PSUs, as applicable, are settled in accordance with paragraph 6. Notwithstanding the foregoing, any accumulated and unpaid Dividend Equivalents attributable to RSUs or PSUs that are cancelled will not be paid and are immediately forfeited

upon cancellation of the RSUs or the PSUs, as applicable. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the Committee in its discretion.

4. Lapse of Restrictions.

a. RSUs. Two-thirds of the RSUs shall be immediately vested as of the Grant Date

and, except as specified in paragraph 5, restrictions on one-third of the RSUs will lapse on September 1, 2026 (each of the Grant Date and September 1, 2026, a “Normal Restriction Lapse

Date”).

b. PSUs. Except as specified in paragraph 5, restrictions on the PSUs will lapse to the extent that the Committee

has certified that the Performance Condition has been satisfied (the date that the Committee certifies the level at which the Performance Condition has been satisfied, the “Certification Date”). The Certification Date shall occur

as soon as practicable, but not later than sixty (60) days, following the end of the Performance Period (as defined in Exhibit B hereto). Subject to paragraph 5, the “Performance Condition” will be satisfied with

respect to between 0% and 200% of the Target PSUs based on the attainment of the Performance Condition, in accordance with Exhibit B. Prior to the issuance of any Shares pursuant to paragraph 6, except as specified in this Award Agreement,

the Committee shall certify the extent, if any, to which the Performance Condition was achieved. Any PSUs that do not vest due to the Performance Condition failing to be achieved or deemed satisfied shall be immediately cancelled.

2

5. Change in Control of the Company. In the event of a Change in Control,

(a) restrictions on the RSUs that have not theretofore been forfeited shall lapse and (b) the Performance Condition shall be deemed satisfied at the target level of performance with respect to the PSUs that have not theretofore been

forfeited. The Award shall be settled in connection with the Change in Control.

6. Issuance and Withholding Tax. As soon as

practicable, but in no event more than thirty (30) days, following, with respect to the RSUs, the Normal Restriction Lapse Date, or such earlier date the restrictions lapse, and with respect to the PSUs, the Certification Date, or such earlier

date the Performance Condition is deemed satisfied, the Company shall issue to the Participant such Shares with respect to the portion, if any, of the RSUs for which the restrictions lapse or the PSUs for which the Performance Condition is satisfied

or deemed satisfied, in each case, in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs or PSUs, as applicable first becomes includable in the gross income of the Participant for applicable

income tax purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such

amount, which may include (i) the Participant’s forfeiture or surrender of the right to require the Company to allot and issue, transfer or deliver Shares subject to such RSUs or PSUs, as applicable, or (ii) otherwise reducing the

number of Shares to be issued and/or reacquiring a portion of such Shares.

7. Alteration/Termination. The Company shall have the

right at any time in its sole discretion to amend, alter, or terminate the RSUs or PSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly

diminish the rights of the Participant without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs or PSUs if the Committee determines in

its sole discretion that such amendment, alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 8.

Notwithstanding the foregoing, no amendment of the RSUs or PSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the

RSUs and PSUs shall be null and void to the extent the grant of RSUs or PSUs, as applicable, or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.

8. Recoupment. Notwithstanding any other provision of this Award to the contrary, the RSUs and PSUs, any Shares issued in settlement of

the RSUs and PSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with any recoupment policy that the Company may adopt

from time to time.

9. Plan Terms. All terms used in this Award have the same meaning as given such terms in the Plan, a copy of which

will be furnished upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

10. Data

Privacy. The Company, the stock brokerage or other financial or administrative services firm designated by the Company (the “Stock Plan Administrator”), or such other stock plan service provider as may be selected by the

Company in the future, which is assisting the Company with the implementation, administration and management of the Plan will administer and maintain the data regarding the Plan, the participants and the awards granted to Participant. Participant

authorizes the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess,

3

use, retain and transfer Employee Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation

in the Plan. The data administered and maintained by the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan includes

information that may be considered personal data, including Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport number or other identification number, salary,

nationality, and any Shares or directorships held in the Company, and details of this Award or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Employee Personal

Data”). Participant further acknowledges that Participant understands that the countries to which Participant’s Employee Personal Data may be transferred may have data protection standards that are different than those in

Participant’s home country and that offer a level of data protection that is less than that in Participant’s home country. Further, Participant understands that Participant is providing the consents herein on a purely voluntary basis. If

Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s service status and career will not be affected; the only consequence of refusing or withdrawing Participant’s consent is

that the Company would not be able to grant Participant the RSUs or PSUs or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing Participant’s consent may affect

Participant’s ability to participate in the Plan.

11. Repatriation; Compliance with Law. Participant agrees to repatriate all

payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of residence, if different). In addition, Participant agrees

to take any and all actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with

local laws, rules and/or regulations in Participant’s country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be required to comply with Participant’s personal

obligations under local laws, rules and/or regulations in Participant’s country of employment and country of residence, if different).

12. Electronic Delivery. Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to

accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant notifications, account

statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or a website of the

Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic signatures or

click-through electronic acceptance of terms and conditions.

13. Nontransferability. Except as specified in this Award Agreement,

this Award and this Award Agreement are not transferable or assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of

the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order.

14. Section 409A. This Award is intended to

be exempt from or, to the extent not exempt from, compliant with Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in

accordance with Section 409A and interpretive guidance issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any

regulations or guidance promulgated under Section 409A or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the

4

Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any manner the Committee deems reasonable or necessary. In making such

modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Section 409A. Moreover, any

discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary authority would contravene Section 409A.

15. Adjustments to Award. This Award is subject to adjustments pursuant to Section 4c of the Plan. In the event of any conflict or

inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency.

16. Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all

of the provisions applicable to the RSUs and PSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the

Participant. Except as expressly incorporated herein, the terms of the Phantom Award Letter shall no longer apply.

[Signature Page

Follows]

5

IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the date set forth

above.

HMH Holding Inc.

PARTICIPANT

By:

Name:

Name:

Title:

6

Exhibit A

Phantom Award Letter

See

attached.

7

Exhibit B

Performance Condition

In accordance with

the terms of the Phantom Award Letter, the PSUs may be earned based on the achievement of the Performance Condition, as described below.

The Performance

Condition (the Company’s EBITDA growth) will be measured over the three-year period beginning on September 1, 2023 and ending on August 31, 2026 (the “Performance Period”) against the EBITDA growth of the below

peer companies (the “Peer Group”). In the event a member of the Peer Group ceases to be a reasonable comparable, a suitable replacement may be added at the Committee’s discretion.

Peer Group:

Archrock, Inc.

Helmerich & Payne, Inc.

Oil States International, Inc.

Core Laboratories

Hunting Plc.

Patterson-UTI Energy, Inc.

Dril-Quip, Inc.

Newpark Resources, Inc.

ProPetro Holding Corp.

Forum Energy Technologies

NexTier Oilfield Solutions, Inc.

RPC, Inc.

Helix Energy Solutions Group, Inc.

Oceaneering International, Inc.

Valaris Ltd.

The percentage of the Target PSUs that vest shall be determined as follows:

Payout Level

Company Ranking in Peer

Group

% of Target PSUs that shall

Vest

Threshold

Top 75

%

50

%

Target

Top 50

%

100

%

Maximum

Top 5

%

200

%

If the Performance Condition is achieved at an amount that is at a point between two adjacent performance levels, the level at

which the Performance Condition shall be earned and the number of PSUs that are earned shall be determined by straight line interpolation between such points. No PSUs shall be earned if the Performance Condition is not met at a level at least equal

to Threshold.

8

EX-10.12

EX-10.12

Filename: d100419dex1012.htm · Sequence: 18

EX-10.12

Exhibit 10.12

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Restricted Stock Unit Award Agreement For [   ]

(this “Award Agreement”)

RECITALS

WHEREAS, HMH

Holding B.V. (“HMH B.V.”), a wholly owned Subsidiary of HMH Holding Inc., (the “Company”) previously granted the individual named in this Award Agreement (the “Participant”) a phantom award

pursuant to which, upon an “IPO” (as defined in the letter agreement governing such award (the “Phantom Award Letter”)), the Participant would become entitled to receive a number of shares of the resulting

public entity, subject to the terms of the Phantom Award Letter;

WHEREAS, the effectiveness of the registration statement covering the

initial public offering of the Class A common stock (the “Offering”) of the Company will constitute an “IPO” under the Phantom Award Letter; and

WHEREAS, this Award Agreement is hereby granted in replacement of the Phantom Award Letter in satisfaction of the Participant’s rights

thereunder; provided, however, that certain terms of the Phantom Award Letter, which is attached hereto as Exhibit A, shall survive, continue to apply and form part of this Award Agreement, in accordance with the terms hereof.

AGREEMENT

NOW,

THEREFORE, in consideration of the premises, the mutual agreements, covenants and promises set forth herein and the mutual benefits to be gained by the performance of the terms hereof, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Terms Used Herein; Acceptance and

Acknowledgements; Restrictive Covenants.

a. Each capitalized term used but not defined herein shall have the meaning

ascribed to such term in the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

b. Notwithstanding the

foregoing, if any of the following defined terms from Annex I of the Phantom Award Letter have a corresponding definition in the Plan, the definition as set forth in Annex I of the Phantom Award Letter (and not the definition in the Plan) shall

continue to apply with respect to this Award: “Affiliate,” “Bear,” “Change in Control,” “Company Group,” “Confidential Information,” “Person,” “Subsidiary” and

“Titan;” provided, however, that references to “Company” in any such defined terms shall now refer to HMH Holding Inc.

c. The Participant acknowledges and agrees that the RSUs granted herein fully satisfy any and all obligations of the Company and HMH

B.V. to the Participant arising under or in connection with the Phantom Award Letter, including any rights to the phantom awards granted thereunder. The Participant further acknowledges that the Restrictive Covenants set forth in the Phantom Award

Letter attached hereto as Exhibit A shall survive and continue to apply and form part of this Award Agreement and the Participant agrees that the Participant shall comply with such Restrictive Covenants. By accepting this Award, the

Participant acknowledges that the RSUs granted herein are subject to the terms of this Award, whether such terms are identical to, or vary from, the terms contained in the Phantom Award Letter.

1

d. If the Participant is located in a country other than the United States, additional

provisions applicable to the Participant are set forth in the country specific addendum accompanying this Award Agreement. Such country specific addendum shall form part of this Award Agreement.

2. Grant. In satisfaction of the Participant’s rights under the Phantom Award Letter, the Committee of the Board of Directors of the

Company has granted [    ] Restricted Stock Units (the “RSUs” or this “Award”), with Dividend Equivalents as described in paragraph 3, to the individual named in this Award Agreement (the

“Participant”) on [    ] (the “Grant Date”). Each RSU entitles the Participant to receive from the Company one share of Class A common stock of the Company, par value $0.01 per share

(a “Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with the terms of this Award, the Plan, any country specific addendums and any rules and procedures adopted by the Committee. Shares may be

adjusted or converted into other property or cash pursuant to the provisions of the Plan.

3. Dividend Equivalents. Beginning on the

Grant Date and until such time as the restrictions lapse or the RSUs are cancelled, whichever occurs first, the Company shall establish an amount to be paid to the Participant equal to the number of RSUs subject to restriction times the per Share

dividend payments, if any, made to stockholders of the Company’s Shares during such period (such amounts, “Dividend Equivalents”). The Company shall accumulate Dividend Equivalents and will pay the Participant an amount

equal to the Dividend Equivalents accumulated and unpaid as of the date that restrictions lapse (without interest) upon the date the RSUs are settled in accordance with paragraph 6. Notwithstanding the foregoing, any accumulated and unpaid Dividend

Equivalents attributable to RSUs that are cancelled will not be paid and are immediately forfeited upon cancellation of the RSUs. Dividend Equivalents will be paid in cash or in Shares, or in a combination of cash and Shares, as determined by the

Committee in its discretion.

4. Lapse of Restrictions. One-third of the RSUs shall be

immediately vested as of the Grant Date and, except as specified in paragraph 5, restrictions on one-third of the RSUs will lapse on each of September 1, 2026 and September 1, 2027 (each of the Grant

Date, September 1, 2026 and September 1, 2027, a “Normal Restriction Lapse Date”), in each case, subject to the Participant remaining continuously employed by the Company or one of its Subsidiaries through such date. Any

RSUs for which the restrictions have not lapsed as of the date the Participant ceases to be employed by the Company or one of its Subsidiaries, or that do not lapse in connection with the Participant ceasing to be employed by the Company or one of

its Subsidiaries, shall be immediately cancelled upon the date the Participant ceases to be employed by the Company or one of its Subsidiaries.

5. Change in Control of the Company. In the event of a Change in Control, restrictions on the RSUs that have not theretofore been

forfeited shall lapse. The Award shall be settled in connection with the Change in Control.

6. Issuance and Withholding Tax. As soon

as practicable, but in no event more than thirty (30) days, following the Normal Restriction Lapse Date, or such earlier date the restrictions lapse, the Company shall issue to the Participant such Shares with respect to the portion, if any, of

the RSUs for which the restrictions lapse in accordance with this Award Agreement. No later than the date as of which an amount with respect to the RSUs first becomes includable in the gross income of the Participant for applicable income tax

purposes, the Participant shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state, local or foreign taxes of any kind required or permitted to be withheld with respect to such amount, which

may include (i) the Participant’s forfeiture or surrender of the right to require the Company to allot and issue, transfer or deliver Shares subject to such RSUs or (ii) otherwise reducing the number of Shares to be issued and/or

reacquiring a portion of such Shares.

2

7. Alteration/Termination. The Company shall have the right at any time in its sole

discretion to amend, alter, or terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant

without the Participant’s consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Committee determines in its sole discretion that such amendment,

alteration, or termination either (i) is required or advisable to satisfy or conform to any applicable law, regulation or accounting standard or (ii) is in accordance with paragraph 8. Notwithstanding the foregoing, no amendment of the

RSUs may be made that would cause the Participant to become subject to additional taxes under Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs

or the lapse of restrictions thereon is prohibited under the laws of the country of residence of the Participant.

8. Recoupment.

Notwithstanding any other provision of this Award to the contrary, the RSUs, any Shares issued in settlement of the RSUs, and any amount received with respect to any sale of any such Shares, shall be subject to potential cancellation, recoupment,

rescission, payback or other action in accordance with any recoupment policy that the Company may adopt from time to time.

9. Plan

Terms. All terms used in this Award have the same meaning as given such terms in the Plan, a copy of which will be furnished upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

10. Data Privacy. The Company, the stock brokerage or other financial or administrative services firm designated by the Company (the

“Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan will

administer and maintain the data regarding the Plan, the participants and the awards granted to Participant. Participant authorizes the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or

in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Employee Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and

managing Participant’s participation in the Plan. The data administered and maintained by the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing,

administering and managing the Plan includes information that may be considered personal data, including Participant’s name, home address, email address and telephone number, date of birth, social security or insurance number, passport

number or other identification number, salary, nationality, and any Shares or directorships held in the Company, and details of this Award or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in

Participant’s favor (“Employee Personal Data”). Participant further acknowledges that Participant understands that the countries to which Participant’s Employee Personal Data may be transferred may have data

protection standards that are different than those in Participant’s home country and that offer a level of data protection that is less than that in Participant’s home country. Further, Participant understands that Participant is

providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke Participant’s consent, Participant’s service status and career will not be affected; the only consequence

of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant the RSUs or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing

Participant’s consent may affect Participant’s ability to participate in the Plan.

11. Repatriation; Compliance with Law.

Participant agrees to repatriate all payments attributable to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of residence, if

different). In addition, Participant agrees to take any and all actions, and consent to any and all actions taken by the Company and any of its

3

Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules and/or regulations in

Participant’s country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be required to comply with Participant’s personal obligations under local laws, rules and/or

regulations in Participant’s country of employment and country of residence, if different).

12. Electronic Delivery.

Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with

this grant and any other grants offered by the Company, including prospectuses, grant notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s

email system or by reference to a location on the Company’s intranet or website or a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the Plan through such

system, intranet, or website, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

13. Nontransferability. Except as specified in this Award Agreement, this Award and this Award Agreement are not transferable or

assignable by Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as

amended, or similar order.

14. Section 409A. This Award is intended to be exempt from or, to the extent not exempt from, compliant

with Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and interpretive guidance

issued thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A

or would cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in

any manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without

contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary

authority would contravene Section 409A.

15. Adjustments to Award. This Award is subject to adjustments pursuant to

Section 4c of the Plan. In the event of any conflict or inconsistency between the Plan and any Award Document, the Award Document shall govern and the Plan shall be interpreted to minimize or eliminate any such conflict or inconsistency.

16. Entire Agreement. This Award, the Plan, country specific addendums and the rules and procedures adopted by the Committee contain all

of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and delivered to the

Participant; provided, however, that, notwithstanding anything herein to the contrary, if the Participant is or becomes party to an employment, severance, change in control or similar agreement or arrangement with the Company or

another member of the Company Group and such agreement contains terms applicable to equity awards of the type granted by this Agreement that are more favorable to the Participant than the terms set forth in this Agreement, such more favorable terms

shall control. Except as expressly incorporated herein, the terms of the Phantom Award Letter shall no longer apply.

[Signature Page

Follows]

4

IN WITNESS WHEREOF, the parties have executed this Award Agreement as of the date set forth

above.

HMH Holding Inc.

PARTICIPANT

By:

Name:

Name:

Title:

5

Exhibit A

Phantom Award Letter

See

attached.

6

EX-10.13

EX-10.13

Filename: d100419dex1013.htm · Sequence: 19

EX-10.13

Exhibit 10.13

HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN

Non-Employee Director Restricted Stock Unit Award Agreement For

[    ]

(this “Award Agreement”)

1. Capitalized Terms. Each capitalized term used but not defined herein shall have the meaning ascribed to such term in

the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”).

2. Grant. The Compensation

Committee (the “Committee”) of the Board of Directors (the “Board”) of HMH Holding Inc. (the “Company”) has granted [    ] Restricted Stock Units (the

“RSUs” or this “Award”) to the individual named in this Award Agreement (the “Participant”) on [    ] (the “Grant Date”). Each RSU entitles the

Participant to receive from the Company one share of Class A common stock of the Company, par value $0.01 per share (a “Share”), for which the restrictions set forth in paragraph 4 lapse in accordance with the terms of this

Award, the Plan, and any country specific addendums and any rules and procedures adopted by the Committee. Shares may be adjusted or converted into other property or cash pursuant to the provisions of the Plan.

3. Dividend Equivalents. Beginning on the Grant Date and until such time as the RSUs are settled in accordance with

paragraph 7 or the RSUs are cancelled, whichever occurs first, the Company shall establish a bookkeeping account (the “Account”) to record, in the event of any dividend payable in cash with respect to the Company’s

outstanding Shares, a number “Dividend Units” as of the applicable dividend payment date, in accordance with this paragraph 3(a). The number of Dividend Units so credited as of any dividend payment date will be equal to the total cash

dividends the Participant would have received on that dividend payment date if the Participant’s outstanding RSUs as of the record date for such dividend payment (including any previously credited Dividend Units) had been actual Shares,

divided by the Fair Market Value of a Share on the dividend payment date. Once credited to the Account, Dividend Units will be considered RSUs for all purposes of this agreement.

4. Lapse of Restrictions. The restrictions on the RSUs will lapse on the day prior to the Company’s first annual

meeting of stockholders following the Grant Date. Notwithstanding the foregoing, if earlier, the restrictions on the RSUs shall lapse on the date of the termination of the Participant’s service as a director on the Board (other than by removal

for the equivalent of cause in accordance with the Company’s Certificate of Incorporation), including termination on account of death or disability. Any RSUs for which the restrictions have not lapsed as of the date the Participant ceases to

provide services as a director on the Board, or that do not lapse in connection with the Participant ceasing to provide services as a director on the Board, shall immediately be cancelled upon the date the Participant ceases to provide services as a

director on the Board.

5. Plan Terms. All terms used in this Award have the same meaning as given such terms in the

Plan, a copy of which will be furnished upon request. This Award is subject to the terms of the Plan, which terms are incorporated by reference.

6. No Ownership Rights Prior to Issuance of Common Stock. Participant shall not have any rights as a stockholder of the

Company with respect to the Shares underlying the RSUs, including, for the avoidance of doubt, the Dividend Units, including but not limited to the right to vote with respect to such Shares, until and after such Shares have been actually issued to

the Participant and transferred on the books and records of the Company.

7. Delivery of Shares of Common Stock;

Taxes. Within 30 days following the date Participant ceases to be a director of the Board for any reason, other than by removal for the equivalent of cause in accordance with the Company’s Certificate of Incorporation, the Company

shall cause to be

1

delivered to Participant the full number of Shares underlying the RSUs, including any Dividend Units, for which the restrictions have lapsed (whether such restrictions lapse prior to or

concurrently with the Participant ceasing to be a director of the Board, as provided in paragraph 4); provided that cash shall be distributed in lieu of any fractional Dividend Units. If the Participant ceases to be a director of the Board by

reason of removal for the equivalent of cause in accordance with the Company’s Certificate of Incorporation, all RSUs, including, for the avoidance of doubt, any Dividend Units, regardless of whether the restrictions have previously lapsed in

accordance with paragraph 4, shall immediately be cancelled upon the date the Participant is so removed from service on the Board. For the avoidance of doubt, the Participant ceasing to be a director of the Board for a reason that would cause

settlement of the RSUs under this paragraph 7 must meet the requirements of a “separation from service” within the meaning of Section 409A of the Code. The Participant is responsible to pay all required taxes associated with the

RSUs (including in connection with the issuance of the Shares and Dividend Units and the subsequent sale of the Shares received in settlement of the RSUs and Dividend Units).

8. Alteration/Termination. The Company shall have the right at any time in its sole discretion to amend, alter, or

terminate the RSUs without the consent of the Participant; provided, however, that no such amendment, alteration or termination shall occur if reasonably likely to significantly diminish the rights of the Participant without the Participant’s

consent; and provided further that no such consent shall be required with respect to any amendment, alteration or termination of the RSUs if the Committee determines in its sole discretion that such amendment, alteration, or termination is required

or advisable to satisfy or conform to any applicable law, regulation or accounting standard. Notwithstanding the foregoing, no amendment of the RSUs may be made that would cause the Participant to become subject to additional taxes under

Section 409A of the Code (“Section 409A”). Also, the RSUs shall be null and void to the extent the grant of RSUs or the lapse of restrictions thereon is prohibited under the laws of the country of residence

of the Participant.

9. Repatriation; Compliance with Law. Participant agrees to repatriate all payments attributable

to the Shares acquired under the Plan in accordance with applicable foreign exchange rules and regulations in Participant’s country of employment (and country of residence, if different). In addition, Participant agrees to take any and all

actions, and consent to any and all actions taken by the Company and any of its Subsidiaries and affiliated companies, as may be required to allow the Company and any of its Subsidiaries and affiliated companies to comply with local laws, rules

and/or regulations in Participant’s country of employment (and country of residence, if different). Finally, Participant agrees to take any and all actions as may be required to comply with Participant’s personal obligations under local

laws, rules and/or regulations in Participant’s country of employment and country of residence, if different).

10. Electronic Delivery. Participant agrees, to the fullest extent permitted by law, in lieu of receiving documents in

paper format, to accept electronic delivery of any documents that the Company and its Subsidiaries or affiliated companies may deliver in connection with this grant and any other grants offered by the Company, including prospectuses, grant

notifications, account statements, annual or quarterly reports, and other communications. Electronic delivery of a document may be made via the Company’s email system or by reference to a location on the Company’s intranet or website or

a website of the Company’s agent administering the Plan. By accepting this Award, Participant also hereby consents to participate in the Plan through such system, intranet, or website, including but not limited to the use of electronic

signatures or click-through electronic acceptance of terms and conditions.

11. Nontransferability. Except as provided

by the Committee, this Award and this Award Agreement are not transferable or assignable by the Participant other than by will or the laws of descent and distribution or pursuant to a “qualified domestic relations order” as defined by

the Code or Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended, or similar order.

2

12. Section 409A. This Award is intended to be compliant with

Section 409A. To the extent applicable, the Plan and any award document governing an Award granted under the Plan (“Award Document”) shall be interpreted in accordance with Section 409A and interpretive guidance issued

thereunder. Notwithstanding any contrary provision in the Plan or an Award Document, if the Committee determines that any provision of the Plan or an Award Document contravenes any regulations or guidance promulgated under Section 409A or would

cause an Award to be subject to additional taxes, accelerated taxation, interest and/or penalties under Section 409A, the Committee may modify or amend such provision of the Plan or Award Document without consent of the Participant in any

manner the Committee deems reasonable or necessary. In making such modifications the Committee shall attempt, but shall not be obligated, to maintain, to the maximum extent practicable, the original intent of the applicable provision without

contravening the provisions of Section 409A. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to an Award that is subject to Section 409A to the extent such discretionary

authority would contravene Section 409A.

13. Data Privacy. The Company, the stock brokerage or other financial

or administrative services firm designated by the Company (the “Stock Plan Administrator”), or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the

implementation, administration and management of the Plan administer and maintain the data regarding the Plan, the participants and the awards granted to participants in the group consisting of the Company and its Subsidiaries (the “Company

Group”) worldwide. You authorize the Company, the Stock Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess,

use, retain and transfer Personal Data (as defined below), in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan. The data administered and maintained by the Company, the Stock

Plan Administrator and any other possible recipients that may assist the Company (presently or in the future) with implementing, administering and managing the Plan includes information that may be considered personal data, including your name,

home address, email address and telephone number, date of birth, social security or insurance number, passport number or other identification number, salary, nationality, and any Shares or directorships held in the Company, and details of this Award

or any other entitlement to Shares, canceled, exercised, vested, unvested or outstanding in your favor (“Personal Data”). You further acknowledge that you understand that the countries to which your Personal Data may be

transferred may have data protection standards that are different than those in your home country and that offer a level of data protection that is less than that in your home country. Further, you understand that you are providing the consents

herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your service status and career will not be affected; the only consequence of refusing or withdrawing your consent is that the Company would not

be able to grant you this Award or other equity awards or administer or maintain such awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan.

14. Entire Agreement. This Award Agreement, the Plan, country specific addendums and the rules and procedures adopted by

the Committee contain all of the provisions applicable to the RSUs and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, signed by an authorized officer of the Company and

delivered to the Participant.

3

EX-99.1

EX-99.1

Filename: d100419dex991.htm · Sequence: 20

EX-99.1

Exhibit 99.1

HMH Holding Inc. Announces Pricing of Initial Public Offering

HOUSTON, March 31, 2026 – HMH Holding Inc. (“HMH”) today announced the pricing of its initial public offering of 10,520,000 shares of

its Class A common stock at $20.00 per share. The underwriters will have a 30-day option to purchase up to an additional 1,578,000 shares of Class A common stock from HMH at the initial public

offering price, less underwriting discounts and commissions. The shares of Class A common stock are expected to begin trading on The Nasdaq Global Select Market on April 1, 2026 under the ticker symbol “HMH,” and the offering

is expected to close on April 2, 2026, subject to customary closing conditions.

J.P. Morgan, Piper Sandler and Evercore ISI are acting as joint lead

book-running managers for the offering, and Citigroup and DNB Carnegie are acting as joint book-running managers for the offering. Stifel, Nordea and Pickering Energy Partners are acting as co-managers for the

offering.

The offering is being made only by means of a prospectus. When available, copies of the final prospectus relating to the offering may be

obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and

postsalemanualrequests@broadridge.com; Piper Sandler & Co., 350 North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Prospectus Department, or by email at

prospectus@psc.com or by telephone at (800) 747-3924; Evercore Group L.L.C., 55 East 52nd Street, 35th Floor, New York, New York 10055, Attention: Equity Capital Markets, or by email at

ecm.prospectus@evercore.com or by telephone at (888) 474-0200; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146; or DNB Carnegie, Inc., 30 Hudson Yards, 81st Floor, New York, New York 10001, Attention: Markets Compliance, or by email at Compliance.MarketsInc@dnb.no or by telephone at (212) 681-3800.

To obtain a copy of the prospectus free of charge, visit the Securities and Exchange Commission’s

(“SEC”) website, www.sec.gov, and search under the registrant’s name, “HMH Holding Inc.”

A registration statement

relating to these securities was declared effective by the SEC on March 31, 2026. This press release is being made pursuant to, and in accordance with, Rule 134 under the Securities Act of 1933, as amended, and shall not constitute an offer to

sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of

any such state or jurisdiction.

About HMH

HMH is a

leading provider of highly engineered, mission-critical equipment solutions, providing customers with a comprehensive portfolio of drilling equipment, services and systems utilized in oil and gas drilling operations, both offshore and onshore.

HMH’s global reach, technical expertise and innovative product offerings, coupled with its integrated operations from manufacturing to aftermarket services, allow HMH to provide customers with first class technology, engineering and project

management services through

the entire asset lifecycle of the equipment it provides. In addition, HMH is growing its portfolio of products and services to adjacent industries, such as mining. The complexity and criticality

of HMH’s installed equipment drive customers to choose HMH for their aftermarket support, particularly in the offshore environment, which is subject to extensive regulation.

Forward-Looking Statements

The information in this press

release includes forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or our future financial or operating performance and include statements regarding the expected size,

timing and results of the initial public offering. When used in this press release, words such as “expect,” “intend,” “may,” “will,” the negative of these terms and similar expressions are intended to

identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent

uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you

should keep in mind the risk factors and other cautionary statements in HMH’s prospectus. HMH undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press

release, except as required by law. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Company Contact

Tom McGee

Chief Financial Officer

HMH Holding Inc.

+1 (281) 371-4985

investorrelations@hmhw.com

EX-99.2

EX-99.2

Filename: d100419dex992.htm · Sequence: 21

EX-99.2

Exhibit 99.2

HMH Holding Inc. Announces Closing of Initial Public Offering

HOUSTON, April 2, 2026 – HMH Holding Inc. (“HMH”) (NASDAQ: HMH) today announced the closing of its initial public offering of

10,520,000 shares of its Class A common stock at $20.00 per share. The underwriters have a 30-day option to purchase up to an additional 1,578,000 shares of Class A common stock from HMH at the

initial public offering price, less underwriting discounts and commissions. The shares of Class A common stock began trading on The Nasdaq Global Select Market on April 1, 2026 under the ticker symbol “HMH.” HMH received net

proceeds from the offering of approximately $193.8 million, after deducting underwriting discounts and commissions and estimated offering expenses, and excluding any exercise of the underwriters’ option to purchase additional shares.

J.P. Morgan, Piper Sandler and Evercore ISI acted as joint lead book-running managers for the offering, and Citigroup and DNB Carnegie acted as joint

book-running managers for the offering. Stifel, Nordea and Pickering Energy Partners acted as co-managers for the offering.

The offering was made only by means of a prospectus. Copies of the final prospectus relating to the offering may be obtained from: J.P. Morgan Securities LLC,

c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Piper Sandler & Co., 350

North 5th Street, Suite 1000, Minneapolis, Minnesota 55401, Attention: Prospectus Department, or by email at prospectus@psc.com or by telephone at (800)

747-3924; Evercore Group L.L.C., 55 East 52nd Street, 35th Floor, New York, New York 10055, Attention: Equity Capital Markets, or by email at ecm.prospectus@evercore.com or by telephone at (888) 474-0200; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (800) 831-9146; or DNB Carnegie, Inc., 30 Hudson

Yards, 81st Floor, New York, New York 10001, Attention: Markets Compliance, or by email at Compliance.MarketsInc@dnb.no or by telephone at (212) 681-3800.

To obtain a copy of the prospectus free of charge, visit the Securities and Exchange Commission’s (“SEC”) website, www.sec.gov, and

search under the registrant’s name, “HMH Holding Inc.”

A registration statement relating to these securities was declared effective by

the SEC on March 31, 2026. This press release is being made pursuant to, and in accordance with, Rule 134 under the Securities Act of 1933, as amended, and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall

there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About HMH

HMH is a leading provider of highly

engineered, mission-critical equipment solutions, providing customers with a comprehensive portfolio of drilling equipment, services and systems utilized in oil and gas drilling operations, both offshore and onshore. HMH’s global reach,

technical expertise and innovative product offerings, coupled with its integrated operations from manufacturing to aftermarket services, allow HMH

to provide customers with first class technology, engineering and project management services through the entire asset lifecycle of the equipment it provides. In addition, HMH is growing its

portfolio of products and services to adjacent industries, such as mining. The complexity and criticality of HMH’s installed equipment drive customers to choose HMH for their aftermarket support, particularly in the offshore environment, which

is subject to extensive regulation.

Company Contact

Tom McGee

Chief Financial Officer

HMH Holding Inc.

+1 (281)

371-4985

investorrelations@hmhw.com

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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-Section 425

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