Common use of Dividends and Distributions Clause in Contracts

Dividends and Distributions. If Wabtec shall declare or make any dividend or distribution on the common stock of Wabtec, par value $0.01 per share (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreement.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, each holder of Wabteca share of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $0.01 .001 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options or warrants by way declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a dividendshare or fraction of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share, of the Company (the "Common Stock") and of any other stock of the Company ranking junior to the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July, and October in each year (each such date being referred to herein as a "Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock (the "Issue Date"), in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock”), includingdeclared on the Common Stock since the immediately preceding Dividend Payment Date or, without limitationwith respect to the first Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Company shall at any time after the Issue Date declare and pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare or make (A) Subject to the rights of the holders of any dividend or distribution on the common stock shares of Wabtecany series of preferred stock, par value $0.01 1.00 per share, of the Corporation (the “Preferred Stock”) (or any other stock of the Corporation) ranking prior and superior to the Series B Junior Preferred Stock with respect to dividends, the holders of shares of Series B Junior Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Junior Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock, par value $0.025 per share of the Corporation (the “Wabtec Common Stock”)) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, includingwith respect to the first Quarterly Dividend Payment Date, without limitation, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividendshare of Series B Junior Preferred Stock. In the event that the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series B Junior Preferred Stock will were entitled immediately prior to such event under the preceding sentence shall be entitled to receive adjusted by multiplying such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on the common series of stock of Wabtecthis Corporation ranking prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $0.01 0.0001 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other stock ranking junior to the Series A Preferred, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on the common series of stock of Wabtecthis Corporation ranking prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $0.01 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other stock ranking junior to the Series A Preferred, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .001 per share (the “Wabtec "Common Stock”"), includingof the Company, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of April, July, October and January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Class B Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, the holders of Wabtecshares of Series B Preferred Stock, in preference to the holders of Common Stock, par value $0.01 0.10 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series B Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of the Common Stock, without par value (the "COMMON STOCK"), of the Company, and of any other junior stock, shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, semi-annual dividends payable in cash on the common stock 6th day of WabtecJanuary and July in each year (or if the Board of Directors commences declaration of quarterly cash dividends instead of semi-annual dividends to the holders of Common Stock, par value $0.01 commencing with the date of the declaration of the first such quarterly cash dividend, quarterly dividends payable in cash on such dates as such quarterly dividends would normally be paid to the holders of the Common Stock) (each such date being referred to herein as a "DIVIDEND PAYMENT DATE"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock”), including, without limitation, any distribution or effect a subdivision or combination or consolidation of cash, stock the outstanding shares of Common Stock (by reclassification or other securities, property or rights, options or warrants otherwise than by way payment of a dividend, distribution, spin-off, reclassification dividend in shares of Common Stock) into a greater or other similar transaction, but excluding any dividend or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) (i) Subject to the rights of the holders of any shares of any series of preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of common stock and of any other junior stock, shall declare be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or make any fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock or distribution a subdivision of the outstanding shares of common stock (by reclassification or otherwise), declared on the common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of Wabtec, par value $0.01 per any share (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way fraction of a dividend, distribution, spinshare of Series A Preferred Stock. The multiple of cash and non-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled cash dividends declared on the common stock to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, which holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Series A Preferred Stock will are entitled, which shall be automatically converted into 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the right to receive Wabtec Common Stock upon "Dividend Multiple." In the event the Corporation shall at any time after July 8, 1999 (the "Rights Declaration Date") (i) sale declare or other transfer (excluding pay any bona fide pledge) dividend on common stock payable in shares of such shares (common stock, or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders effect a subdivision or combination or consolidation of GE the outstanding shares of common stock (by reclassification or (iii) exchange in an exchange offer with holders of GE common stock otherwise than by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership payment of a share (dividend in shares of common stock) into a greater or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the lesser number of shares of Wabtec Common Stock common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which such purchaser, transferee or recipient shall be entitled. No fractional holders of shares of Wabtec Common Series A Preferred Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise shall be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of shares of common stock outstanding immediately after such event and the whole denominator of which is the number of shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount common stock that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) Subject to the rights of the holders of any shares of any series of Series AA Preferred stock (or any similar stock) ranking prior and superior to the Series AA Preferred Stock with respect to dividends, the holders of shares of Series AA Preferred Stock, in preference to the holders of shares of Common Stock, and of any other junior stock, shall declare or make be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on any regular quarterly dividend or distribution payment date as shall be established by the Board of Directors (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the common stock first Quarterly Dividend Payment Date after the first issuance of Wabteca share or fraction of a share of Series AA Preferred Stock, par value $0.01 in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series AA Preferred Stock. In the event the Corporation shall at any time after July 10, 2001 (the "Rights Declaration Date"), declare or pay any dividend on the Common Stock payable in shares of Common Stock”), including, without limitation, any distribution or effect a subdivision or combination or consolidation of cash, stock the outstanding shares of Common Stock (by reclassification or other securities, property or rights, options or warrants otherwise than by way payment of a dividend, distribution, spin-off, reclassification dividend in shares of Common Stock) into a greater or other similar transaction, but excluding any dividend or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series AA Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for the payment of dividends, quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. In the event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of Series A Preferred Stock, or effect a subdivision, combination or consolidation of the outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Series A Preferred Stock that were outstanding immediately prior to such event and the denominator of which is the number of shares of Series A Preferred Stock outstanding immediately after such event. (B) The Corporation shall declare or make any a dividend or distribution on the common stock of Wabtec, par value $0.01 per share (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Series A Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth provided in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares paragraph (or fractional interests thereinA) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as this Section immediately after it declares a dividend or distribution on Wabtec the Common Stock (other than a dividend payable in shares of Common Stock. In connection with ) and the Corporation shall pay such a sale dividend or other transfer, pro rata distribution or exchange offer by GE, (i) on the Wabtec Series A Preferred Stock maybefore the dividend or distribution declared on the Common Stock is paid or set apart; provided that, at in the request event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the $10 per share conversion rate on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such transfer shares, unless the date of issue of such shares is prior to the purchaserrecord date for the first Quarterly Dividend Payment Date, transferee in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or recipient unless the date of issue is a Quarterly Dividend Payment Date or is a date after the Wabtec Preferred Stock record date for the number determination of holders of shares of Wabtec Common Series A Preferred Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available allocated pro rata on a pro rata basisshare-by-share basis among all such shares at the time outstanding. Registration Rights Registration The Board may fix a record date for the determination of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec holders of shares of Series A Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) payment of a dividend or distribution declared thereon, which record date shall be not more than 60 days prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations date fixed for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementpayment thereof.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the shares of Series D Preferred Stock with respect to dividends, the holders of shares of Series D Preferred Stock, in preference to the holders of common stock of Wabtecstock, par value $0.01 per share share, of the Corporation (the “Wabtec Common Stock”), includingand of any other junior stock, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will shall be entitled to receive receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the 1st March, June, September and December in each year (each such dividend date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or distribution at fraction of a share of Series D Preferred Stock, in an amount per share (rounded to the same time asnearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and on 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a pro rata, as converted, basis with, holders dividend payable in shares of Common Stock or a subdivision of the Wabtec outstanding shares of Common Stock. Except as set forth in Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding sentenceQuarterly Dividend Payment Date, no dividends will be paid on or, with respect to the Wabtec first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series D Preferred Stock. Conversion Shares In the event the Corporation shall at any time after January 29, 2018 (or fractional interests thereinthe “Rights Record Date”) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding declare any bona fide pledge) dividend on Common Stock payable in shares of such shares (or fractional interests therein) to third parties who are not affiliates of GECommon Stock, (ii) pro rata distribution to holders of GE common stock subdivide the outstanding Common Stock, or (iii) exchange combine or consolidate the outstanding shares of Common Stock into a smaller number of shares through a reverse stock split or otherwise, then in an exchange offer with each such case the amount to which holders of GE common stock by GE shares of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Series D Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share were entitled immediately prior to such event under clause (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into fraction the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on other similar stock) ranking prior and superior to the shares of Series B Preferred Stock with respect to dividends (it being understood that the Corporation’s Series A‑3 Preferred Stock and Series A‑4 Preferred Stock rank superior to the shares of Series B Preferred Stock as to dividends and distributions), the holders of shares of Series B Preferred Stock, in preference to the holders of common stock of Wabtecstock, par value $0.01 0.001 per share share, of the Corporation (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transferjunior stock, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the 1st day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Wabtec Series B Preferred Stock heldStock, in an amount of proceeds per share (rounded to the nearest cent) equal to the greater of (xa) $100 plus 0.001 or (yb) subject to the provision for adjustment hereinafter set forth, one thousand (1,000) times the aggregate per share amount of all cash dividends, and one thousand (1,000) times the aggregate per share amount (payable in kind) of all non‑cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Corporation shall at any time after August 30, 2021 (the “Rights Dividend Declaration Date”) (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine or consolidate the outstanding Common Stock into a smaller number of shares, then in each such case the amount that would be received if the to which holders of Wabtec shares of Series B Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which shall be the total number of shares of Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to the occurrence of such event and in preference to any distribution the denominator of proceeds to which shall be the holders total number of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate shares of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect that were outstanding immediately following the rights, preferences, privileges or powers occurrence of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (a) Subject to the prior and superior rights of the holders of any shares of any Preferred Stock with respect to dividends, the holders series of Series B Participating Preferred Stock ranking prior and superior to the shares of Series B Junior Participating Preferred Stock with respect to dividends, the holders of Series B Junior Participating Preferred Stock, including the Series A-1 Preferred Stock and Series A-2 Preferred Stock, shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the common stock fifteenth day of WabtecMarch, June, September and December in each year (each such date being referred to herein as a “QUARTERLY DIVIDEND PAYMENT DATE”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A Common Stock, par value $0.01 per share share, of the Corporation (the “Wabtec Common StockCLASS A COMMON STOCK”), including, without limitation, any distribution or a subdivision of cash, stock or other securities, property or rights, options or warrants the outstanding shares of Class A Common Stock (by way of a dividend, distribution, spin-off, reclassification or other similar transactionotherwise), but excluding any dividend or distribution consisting solely of shares of Wabtec declared on the Class A Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in since the immediately preceding sentenceQuarterly Dividend Payment Date, no dividends will be paid on or, with respect to the Wabtec first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Junior Participating Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into In the right to receive Wabtec Common Stock upon event the Corporation shall at any time (i) sale or other transfer (excluding declare and pay any bona fide pledge) dividend on Class A Common Stock payable in shares of such shares (or fractional interests therein) to third parties who are not affiliates of GEClass A Common Stock, (ii) pro rata distribution to holders of GE common stock subdivide the outstanding Class A Common Stock, or (iii) exchange combine the outstanding Class A Common Stock into a smaller number of shares, then in an exchange offer with each such case the amount to which holders of GE common stock by GE shares of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Series B Junior Participating Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share were entitled immediately prior to such event under clause (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into fraction the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Class A Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Class A Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, the holders of Wabtecshares of Series B Preferred Stock, in preference to the holders of Common Stock, par value $0.01 1.25 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series B Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) Subject to the rights of the holders of any shares of any class or series of Preferred Stock (or any other stock of the Corporation) ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Preferred Stock in respect thereof, shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the common stock last day of WabtecMarch, June, September and December in each year (each such date a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (if any) per share (rounded to the nearest cent), subject to the provision for adjustment hereinafter set forth, equal to 1,000 multiplied by the aggregate per share amount of all cash dividends, and 1,000 multiplied by the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value $0.01 per share (the “Wabtec Common Stock”), includingof the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, without limitationwith respect to the first Quarterly Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will were entitled immediately prior to such event under the preceding sentence shall be entitled to receive adjusted by multiplying such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the “Preferred Stock”) (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, the holders of Wabtecshares of Series B Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share of the Company (the “Wabtec Common Stock”), including, without limitation, Shares) and of any distribution of cash, other stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal Company ranking junior to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Series B Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July, and October in each year (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Wabtec Series B Preferred Stock heldStock, in an amount of proceeds per share (rounded to the nearest cent) equal to the greater of (xa) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 plus times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (ypayable in kind) of all non–cash dividends or other distributions other than a dividend payable in Common Shares, declared on the Common Shares since the immediately preceding Dividend Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any share or fraction of a share of Series B Preferred Stock. In the event the Company shall at any time after ________ declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount that would be received if the to which holders of Wabtec shares of Series B Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Stock. The holders Shares outstanding immediately after such event and the denominator of which is the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) number of Common Shares that were outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (a) (i) Subject to the rights of the holders of any shares of any series of Undesignated Preferred Stock (or any similar stock) ranking prior and superior to the Series Z Preferred Stock with respect to dividends, the holders of shares of Series Z Preferred Stock, in preference to the holders of shares of Common Stock and of any other junior stock, shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the common stock first day of WabtecMarch, par value $0.01 June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series Z Preferred Stock, in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock”Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), includingdeclared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, without limitationor, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividendshare of Series Z Preferred Stock. The multiple of cash and non-cash dividends declared on the Common Stock to which holders of the Series Z Preferred Stock are entitled, distributionwhich shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, spin-offis hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after __________, reclassification 2000 (the "Rights Declaration Date") (i) declare or other similar transaction, but excluding pay any dividend or distribution consisting solely of on Common Stock payable in shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock effect a subdivision or (iii) exchange in an exchange offer with holders of GE common stock by GE combination or consolidation of the Wabtec Preferred Stock. Shares (or fractional interests therein) outstanding shares of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned (by GE reclassification or its subsidiaries. Upon the acquisition of beneficial ownership otherwise than by payment of a share (or fractional interests therein) dividend in shares of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such ) into a sale greater or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the lesser number of shares of Wabtec Common Stock Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which such purchaser, transferee or recipient shall be entitled. No fractional holders of shares of Wabtec Common Series Z Preferred Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise shall be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of shares of Common Stock outstanding immediately after such event and the whole denominator of which is the number of shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, each holder of Wabteca share of Series B Preferred Stock, in preference to the holders of shares of Common Stock, par value $0.01 .001 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to, subject to the provision for adjustment hereinafter set forth, One Thousand (1,000) times the aggregate per share amount of all cash dividends, and One Thousand (1,000) times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options or warrants by way declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a dividendshare or fraction of Series B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series B Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare 2.1 Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of the Common Stock of the Company, par value $0.01 per share (the “Wabtec "Common Stock”"), includingand of any other junior stock of the Company, without limitationshall be entitled to receive, any distribution when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the LAST THURSDAY of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, Stock then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series C Preferred Stock with respect to dividends, the holders of Wabtecshares of Series C Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .001 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series C Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series C Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series C Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series C Preferred Stock payable in shares of the Wabtec Series C Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series C Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series C Preferred Stock) into a greater or lesser number of shares of Series C Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series C Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series C Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series C Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare A. Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, the holders of Wabtecshares of Series B Preferred Stock, in preference to the holders of Common Stock, no par value $0.01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when and as declared by the Board of cashDirectors out of funds legally available for the purpose, stock cumulative dividends payable in cash quarterly on the first days of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series B Preferred Stock. In the event the Corporation shall at any time after August 9, distribution2001 (the "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series B Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (i) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Junior Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Junior Preferred Stock, in preference to the holders of Common Stock, $.01 par value $0.01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable on the first business day of February, May, August and November in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date") as provided in paragraphs (ii) and (iii) of this Section (b) in an amount per share (rounded to the nearest cent) equal to the greater of (A) $1.00 in cash or (B) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount (payable in cash) of all cash dividends, stock and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or warrants by way with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a dividendshare of Series A Junior Preferred Stock. If the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any dividend otherwise) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Junior Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinB) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) was outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare A. Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 0.10 per share (the “Wabtec "Common Stock”"), includingof the Company, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) (i) Subject to the rights of the holders of any shares of any class or make any dividend or distribution on series of share capital ranking prior and superior to the common stock Series A Preferred Shares with respect to dividends, the holders of WabtecSeries A Preferred Shares, in preference to the holders of ordinary shares, par value $0.01 0.001 per share, of the Company (the “Ordinary Shares”) and of any other class or series of share ranking junior to the Series A Preferred Shares, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a Series A Preferred Share, in an amount per share (rounded to the “Wabtec Common Stock”nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Ordinary Shares or a subdivision of the outstanding Ordinary Shares (by reclassification or otherwise), includingdeclared on the Ordinary Shares since the immediately preceding Quarterly Dividend Payment Date, without limitationor, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividend, distribution, spinSeries A Preferred Share. The multiple of cash and non-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled cash dividends declared on the Ordinary Shares to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, which holders of the Wabtec Common Stock. Except Series A Preferred Shares are entitled, which shall be 1,000 initially but which shall be adjusted from time to time as set forth in hereinafter provided, is hereinafter referred to as the immediately preceding sentence, no dividends will be paid on “Dividend Multiple.” In the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into event the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock Company at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on after January 2514, 2019 (the “Merger AgreementRights Declaration Date”)) (i) declares and pays any dividend on the Ordinary Shares payable in Ordinary Shares, divided by or (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split effects a subdivision or combination in respect or consolidation of the Wabtec Common Stock outstanding Ordinary Shares (by reclassification or any issuance otherwise than by payment of Wabtec Common Stock as a dividend in Ordinary Shares) into a greater or distribution on Wabtec Common Stock. In connection with lesser number of Ordinary Shares, then in each such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) case the Wabtec Preferred Stock may, at Dividend Multiple thereafter applicable to the request determination of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, amount of dividends which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec holders of Series A Preferred Shares shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of Ordinary Shares outstanding immediately after such event and the whole shares obtained thereby shall be sold on denominator of which is the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration number of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount Ordinary Shares that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare or make (A) Subject to the prior and superior rights of the holders of any dividend or distribution on the common stock of Wabtec, par value $0.01 per share (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders any other class or series of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in Corporation ranking prior and superior to the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) shares of Wabtec Series B Preferred Stock will be automatically converted into the right with respect to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GEdividends, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership each holder of a share (or fractional interests thereina “Share”) of the Wabtec Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for that purpose, (i) quarterly dividends payable in cash on the last day of March, June, September, and December in each year (each such date being a purchaser“Quarterly Dividend Payment Date”), transferee or recipientcommencing on the first Quarterly Dividend Payment Date after the first issuance of such Share of Series B Preferred Stock, such Wabtec Preferred Stock will be automatically converted into in an amount per Share (rounded to the right to receive Wabtec Common Stock at a per share conversion rate nearest cent) equal to the quotient greater of (ia) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends declared on shares of the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Share of Series B Preferred Stock, and (ii) subject to the provision for adjustment hereinafter set forth, quarterly distributions (payable in kind) on each Quarterly Dividend Payment Date in an amount per Share equal to 1000 times the aggregate per share amount of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock Portionor a subdivision of the outstanding shares of Common Stock, by reclassification or otherwise) declared on shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date, or with respect to the first Quarterly Dividend Payment Date, since the first issuance of a Share of Series B Preferred Stock. In the event that the Corporation shall at any time after the Rights Dividend Declaration Date (as such that term is defined in the Stockholders Rights Agreement and Plan of Mergerdated August 3, dated May 20, 2018, 2009 by and among Wabtecbetween the Corporation and American Stock Transfer and Trust Company) (i) declare any dividend on outstanding shares of Common Stock payable in shares of Common Stock, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event subdivide outstanding shares of any share split or combination in respect of the Wabtec Common Stock or any issuance (iii) combine outstanding shares of Wabtec Common Stock as into a dividend or distribution on Wabtec Common Stock. In connection with smaller number of shares, then in each such case the amount to which the holder of a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Share of Series B Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by was entitled immediately prior to such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue event pursuant to the purchaser, transferee or recipient preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of the Wabtec Preferred Stock which shall be the number of shares of Wabtec Common Stock to that are outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any Preferred Shares of any series (or make any dividend or distribution on similar stock) ranking prior to and superior to the common stock Series A Preferred Shares with respect to dividends, the holders of WabtecSeries A Preferred Shares, in preference to the holders of Common Shares, par value $0.01 1.00 per share (hereinafter referred to as the “Wabtec "Common Stock”Shares"), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time asCorporation, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transferjunior stock, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first days of May, August, November and February in each share year, each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of Wabtec a Series A Preferred Stock heldShare or fraction thereof, in an amount of proceeds per share (rounded to the nearest cent) equal to the greater of (xa) $100 plus 1.00 or (yb) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and restrictions set forth 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Common Shares or a subdivision of the Shareholders Agreementoutstanding Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Preferred Shares or fraction thereof. In the event the Corporation shall at any time declare or pay any dividend on the Common Shares payable in Common Shares, or effect a subdivision or combination or consolidation of the outstanding Common Shares (by reclassification or otherwise than by payment of a dividend in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares that were outstanding immediately prior to such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Company (the "Preferred Stock") (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Class A Common Stock, par value $0.01 .01 per share, of the Company (the "Common Stock") and of any other stock of the Company ranking junior to the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for such purpose, quarterly dividends payable in cash on the last day of February, May, August, and November in each year (each such date being referred to herein as a "Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock”), includingdeclared on the Common Stock since the immediately preceding Dividend Payment Date or, without limitationwith respect to the first Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Company shall at any time after April 20, distribution1998, spin-offdeclare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Junior Preferred Stock with respect to dividends, the holders of Wabtecshares of Junior Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec "Common Stock”"), includingof the Company, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of April, July, October and January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, options with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Junior Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Junior Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) Subject to the rights of the holders of any shares of any series of Series AA Preferred stock (or any similar stock) ranking prior and superior to the Series AA Preferred Stock with respect to dividends, the holders of shares of Series AA Preferred Stock, in preference to the holders of shares of Common Stock, and of any other junior stock, shall declare or make be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on any regular quarterly dividend or distribution payment date as shall be established by the Board of Directors (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the common stock first Quarterly Dividend Payment Date after the first issuance of Wabteca share or fraction of a share of Series AA Preferred Stock, par value $0.01 in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series AA Preferred Stock. In the event the Corporation shall at any time after November 22, 2000 (the "Rights Declaration Date") declare or pay any dividend on the Common Stock payable in shares of Common Stock”), including, without limitation, any distribution or effect a subdivision or combination or consolidation of cash, stock the outstanding shares of Common Stock (by reclassification or other securities, property or rights, options or warrants otherwise than by way payment of a dividend, distribution, spin-off, reclassification dividend in shares of Common Stock) into a greater or other similar transaction, but excluding any dividend or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series AA Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) (i) Subject to the rights of the holders of any shares of any series of preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of common stock and of any other junior stock, shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the common stock first day of WabtecMarch, par value $0.01 June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the “Wabtec Common Stock”nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock or subdivision of the outstanding shares of common stock (by reclassification or otherwise), includingdeclared on the shares of common stock since the immediately preceding Quarterly Dividend Payment Date, without limitationor, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividend, distribution, spinshare of Series A Preferred Stock. The multiple of cash and non-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of cash dividends declared on the shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled common stock to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, which holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Series A Preferred Stock will are entitled, which shall be automatically converted into 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the right to receive Wabtec Common Stock upon "Dividend Multiple." In the event the Corporation shall at any time after ______ ___, 2000 (the "Rights Declaration Date") (i) sale declare or other transfer (excluding pay any bona fide pledge) dividend on the shares of such common stock payable in shares (of common stock, or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders effect a subdivision or combination or consolidation of GE the outstanding shares of common stock (by reclassification or (iii) exchange in an exchange offer with holders of GE common stock otherwise than by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership payment of a share (dividend in shares of common stock) into a greater or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the lesser number of shares of Wabtec Common Stock common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which such purchaser, transferee or recipient shall be entitled. No fractional holders of shares of Wabtec Common Series A Preferred Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise shall be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of shares of common stock outstanding immediately after such event and the whole denominator of which is the number of shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount common stock that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreement.such event

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, no par value $0.01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of November, February, May and August in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock of the Corporation (the "Preferred Stock") (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, the holders of Wabtecshares of Series B Preferred Stock, in preference to the holders of PE Corporation-PE Biosystems Common Stock, par value $0.01 .01 per share, of the Corporation ("PE Biosystems Stock"), PE Corporation-Celera Genomics Common Stock, par value $.01 per share, of the Corporation ("Celera Genomics Stock"; together with the PE Biosystems Stock, the "Common Stock") and of any other stock of the Corporation ranking junior to the Series B Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first business day of January, April, July, and October in each year (each such date being referred to herein as a "Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the “Wabtec Common Stock”)nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, including1,000 times the aggregate per share amount of all cash dividends, without limitation, any distribution and 1,000 times the aggregate per share amount (payable in kind) of cash, stock all non-cash dividends or other securitiesdistributions other than a dividend payable in shares of Celera Genomics Stock, property declared on the Celera Genomics Stock since the immediately preceding Dividend Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any share or rights, options or warrants by way fraction of a dividendshare of Series B Preferred Stock; provided that, distribution, spin-off, reclassification or other similar transaction, but excluding any in the event of a Disposition (as defined in the Certificate of Incorporation) resulting in a dividend or distribution consisting solely of shares of Wabtec Common on the Celera Genomics Stock, holders of Wabtec such dividend shall not be paid unless the corresponding dividend on the Series B Preferred Stock will be entitled to receive such dividend or distribution under this Section B.2 is paid at the same time as, (and on the amount of such corresponding dividend shall be a pro rata, preferential amount for the purposes of calculating the Net Proceeds (as converted, basis with, holders of the Wabtec Common Stock. Except as set forth defined in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) Certificate of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledgeIncorporation) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of Disposition). In the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock event the Corporation shall at any time at which they are beneficially owned by GE or its subsidiaries. Upon after the acquisition of beneficial ownership of a share effective date (or fractional interests therein"Effective Date") of the Wabtec reincorporation merger of The PE Biosystems Corporation, a New York corporation, with PE Merger Corp., a subsidiary of the Corporation, declare or pay any dividend on the Celera Genomics Stock payable in shares of Celera Genomics Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Celera Genomics Stock (by reclassification or otherwise than by payment of a dividend in shares of Celera Genomics Stock) into a greater or lesser number of shares of Celera Genomics Stock, then in each such case the amount to which holders of shares of Series B Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Celera Genomics Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Celera Genomics Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .02 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on the common series of stock of Wabtecthis Corporation ranking prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $0.01 0.0001 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other stock ranking junior to the Series A Preferred, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, the holders of Wabtecshares of Series B Preferred PAGE Stock, in preference to the holders of Common Stock, par value $0.01 1.00 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on March 31, June 30, September 30 and December 31 in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $100 or (b) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series B Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares of the Wabtec Series B Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series B Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series B Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series B Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable lawoutstanding immediately after such event. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreement.PAGE

Dividends and Distributions. If Wabtec (A) (i) Subject to the rights of the holders of any shares of any series of preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of common stock and of any other junior stock, shall declare be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or make any fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock or distribution a subdivision of the outstanding shares of common stock (by reclassification or otherwise), declared on the common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of Wabtecany share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, par value $0.01 per share which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after November 14, 2008 (the “Wabtec Common StockRights Declaration Date”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale declare or other transfer (excluding pay any bona fide pledge) dividend on common stock payable in shares of such shares (common stock, or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders effect a subdivision or combination or consolidation of GE the outstanding shares of common stock (by reclassification or (iii) exchange in an exchange offer with holders of GE common stock otherwise than by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership payment of a share (dividend in shares of common stock) into a greater or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the lesser number of shares of Wabtec Common Stock common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which such purchaser, transferee or recipient shall be entitled. No fractional holders of shares of Wabtec Common Series A Preferred Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise shall be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of shares of common stock outstanding immediately after such event and the whole denominator of which is the number of shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount common stock that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .001 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of shares of Common Stock, par value $0.01 .10 per share (the “Wabtec "Common Stock”"), includingof the Corporation and of any other junior stock, without limitationshall be entitled to receive, any distribution when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividend, distribution, spin-off, share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on the common series of stock of Wabtecthis Corporation ranking prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $0.01 0.001 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other stock ranking junior to the Series A Preferred, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) (i) Subject to the rights of the holders of any shares of any series of preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of common stock and of any other junior stock, shall declare be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or make any fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock or distribution a subdivision of the outstanding shares of common stock (by reclassification or otherwise), declared on the common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of Wabtec, par value $0.01 per any share (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way fraction of a dividend, distribution, spinshare of Series A Preferred Stock. The multiple of cash and non-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled cash dividends declared on the common stock to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, which holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Series A Preferred Stock will are entitled, which shall be automatically converted into 1,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the right to receive Wabtec Common Stock upon "Dividend Multiple." In the event the Corporation shall at any time after December 14, 1998 (the "Rights Declaration Date") (i) sale declare or other transfer (excluding pay any bona fide pledge) dividend on common stock payable in shares of such shares (common stock, or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders effect a subdivision or combination or consolidation of GE the outstanding shares of common stock (by reclassification or (iii) exchange in an exchange offer with holders of GE common stock otherwise than by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership payment of a share (dividend in shares of common stock) into a greater or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the lesser number of shares of Wabtec Common Stock common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which such purchaser, transferee or recipient shall be entitled. No fractional holders of shares of Wabtec Common Series A Preferred Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise shall be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of shares of common stock outstanding immediately after such event and the whole denominator of which is the number of shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount common stock that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any other series of Preferred Stock of the Corporation or make of any dividend or distribution on the common other stock of Wabtecthe Corporation ranking prior and superior to the Series A Preference Stock with respect to dividends, the holders of shares of Series A Preference Stock, in preference to the holders of Class A Common Stock, par value $0.01 .001 per share (the “Wabtec Class A Common Stock”), includingand Class B Common Stock, without limitation$.001 par value (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), of the Corporation, and of any distribution other stock ranking junior to the Series A Preference Stock as to dividends, shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preference Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preference Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec Preferred shares of Series A Preference Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare or make Subject to the prior and superior rights of the holders of any dividend or distribution on the common stock of Wabtec, par value $0.01 per share (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities preference stock which are or may from time to time be ranking prior and superior to the shares of Wabtec Series F Preference Stock with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtecdividends, the holders of the Wabtec Preferred shares of Series F Preference Stock would shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Wabtec Preferred Stock heldSeries F Preference Stock, in an amount of proceeds per share (rounded to the nearest cent) equal to the greater of (xa) $100 plus 3 or (yb) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and restrictions set forth 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend or distribution payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series F Preference Stock. If on any Quarterly Dividend Payment Date the Corporation's Restated Certificate of Incorporation shall limit the amount of dividends which may be paid on the Series F Preference Stock to an amount less than that provided above, such dividends will be paid in the Shareholders Agreement.maximum permissible amount and the shortfall from the amount provided above shall accrue and be a cumulative dividend requirement and be carried forward to

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on the common series of stock of Wabtecthis Corporation ranking prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Class A Common Stock, par value $0.01 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other stock ranking junior to the Series A Preferred, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (A) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for such purpose, stock quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series B Preferred Stock with respect to dividends, the holders of Wabtecshares of Series B Preferred Stock, in preference to the holders of Common Stock, par value $0.01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series B Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series B Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series B Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series B Preferred Stock payable in shares of the Wabtec Series B Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series B Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series B Preferred Stock) into a greater or lesser number of shares of Series B Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series B Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series B Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series B Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Junior Preferred Stock with respect to dividends, the holders of Wabtecshares of Junior Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .001 per share (the “Wabtec "Common Stock”"), includingof the Company, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of April, July, October and January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, options with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Junior Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Junior Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Junior Preferred Stock with respect to dividends, the holders of Wabtecshares of Junior Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .0001 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of April, July, October and January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, options with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Junior Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. (a) Subject to the rights of the holders of shares of any series of Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the last day of January, April, July and October in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount (rounded to the nearest cent), subject to the provision for adjustment as hereinafter set forth, equal to 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock, par value $.033 per share (the "COMMON STOCK"), of the Corporation or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise) declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. If Wabtec the Corporation shall at any time declare or make pay any dividend or distribution on the common stock Common Stock payable in shares of Wabtec, par value $0.01 per share (the “Wabtec Common Stock”), including, without limitation, any distribution or effect a subdivision or combination or consolidation of cash, stock the outstanding shares of Common Stock (by reclassification or other securities, property or rights, options or warrants otherwise than by way payment of a dividend, distribution, spin-off, reclassification dividend in shares of Common Stock) into a greater or other similar transaction, but excluding any dividend or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will were entitled immediately prior to such event under the preceding sentence shall be entitled to receive adjusted by multiplying such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) was outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 per share (the “Wabtec "COMMON STOCK"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on or about the first day of March, June, September and December in each year (each such date being referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 200 times the aggregate per share amount of all cash dividends, and 200 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time after the date on which the Preferred Stock Purchase Rights of the Corporation are declared by the Board of Directors (the "RIGHTS DECLARATION DATE") declare or pay any dividend on the Common Stock payable in shares of Common Stock”), includingor effect a subdivision, without limitation, any distribution combination or consolidation of cash, stock the outstanding shares of Common Stock (by reclassification or other securities, property or rights, options or warrants otherwise than by way payment of a dividend, distribution, spin-off, reclassification dividend in shares of Common Stock) into a greater or other similar transaction, but excluding any dividend or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 0.10 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare or make (A) Subject to the rights of the holders of any dividend or distribution on the common shares of any series of preferred stock of Wabtecthe Company (the "PREFERRED STOCK") (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .05 per share of the Company (the "COMMON STOCK"), and of any other stock of the Company ranking junior to the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, semi-annual dividends payable in cash on the first day of June and December in each year (each such date being referred to herein as a "DIVIDEND PAYMENT DATE"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock”), includingdeclared on the Common Stock since the immediately preceding Dividend Payment Date or, without limitationwith respect to the first Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividend, distribution, spin-off, reclassification share of Series A Preferred Stock. In the event the Company shall at any time declare or other similar transaction, but excluding pay any dividend on the Common Stock payable in shares of Common Stock, or distribution consisting solely effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by the classification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare or make (A) Subject to the rights of the holders of any dividend or distribution on shares of any series of Preference Shares of the common stock of Wabtec, par value $0.01 per share Company (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares "Preference Shares") (or fractional interests thereinany similar shares) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal ranking prior and superior to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec Series A Preference Shares with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtecdividends, the holders of Series A Preference Shares, in preference to the Wabtec Preferred Stock would holders of Class A Ordinary Shares ("Class A Shares"), Class B Ordinary Shares and Class C Ordinary Shares, each having a par value of $.01 per share, of the Company (the "Ordinary Shares") and of any other shares of the Company ranking junior to the Series A Preference Shares, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July, and October in each year (each such date being referred to herein as a "Dividend Payment Date"), commencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Wabtec Preferred Stock heldSeries A Preference Shares, in an amount of proceeds per share (rounded to the nearest cent) equal to the greater of (xa) $100 plus 1 or (yb) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and restrictions set forth 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in Class A Shares, declared on the Shareholders AgreementClass A Shares since the immediately preceding Dividend Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preference Shares. In the event the Company shall at any time declare or pay any dividend on the Class A Shares payable in shares of Class A Shares, or effect a subdivision or combination or consolidation of the outstanding Class A Shares (by reclassification or otherwise than by payment of a dividend in shares of Class A Ordinary Shares) into a greater or lesser number of Class A Shares, then in each such case the amount to which holders of Series A Preference Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Class A Shares outstanding immediately after such event and the denominator of which is the number of Class A Shares that were outstanding immediately prior to such event.

Dividends and Distributions. If Wabtec shall declare or make (A) Subject to the rights of the holders of any dividend or distribution on the common shares of any series of preferred stock of Wabtecthe Company (the “Preferred Stock”) (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of common stock, par value $0.01 per share share, of the Company (the “Wabtec Common Stock”) and of any other stock of the Company ranking junior to the Series A Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of January, April, July, and October in each year (each such date being referred to herein as a “Dividend Payment Date”), includingcommencing on the first Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, without limitationin an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, any distribution 1,000 times the aggregate per share amount of cashall cash divide nds, stock and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions other than a dividend payable in shares of Common Stock, property declared on the Common Stock since the immediately preceding Dividend Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any share or rights, options or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Company shall at any time after May 31, distribution2007 (the “Rights Declaration Date”) declare and pay any dividend on the Common Stock payable in shares of Common Stock, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sen tence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) (i) Subject to the rights of the holders of any shares of any series of preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of common stock and of any other junior stock, shall declare be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or make any fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of common stock or distribution a subdivision of the outstanding shares of common stock (by reclassification or otherwise), declared on the common stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of Wabtecany share or fraction of a share of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the common stock to which holders of the Series A Preferred Stock are entitled, par value $0.01 per share which shall be 10,000 initially but which shall be adjusted from time to time as hereinafter provided, is hereinafter referred to as the “Dividend Multiple.” In the event the Corporation shall at any time after April 13, 2011 (the “Wabtec Common StockRights Declaration Date”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale declare or other transfer (excluding pay any bona fide pledge) dividend on common stock payable in shares of such shares (common stock, or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders effect a subdivision or combination or consolidation of GE the outstanding shares of common stock (by reclassification or (iii) exchange in an exchange offer with holders of GE common stock otherwise than by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership payment of a share (dividend in shares of common stock) into a greater or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the lesser number of shares of Wabtec Common Stock common stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which such purchaser, transferee or recipient shall be entitled. No fractional holders of shares of Wabtec Common Series A Preferred Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise shall be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of shares of common stock outstanding immediately after such event and the whole denominator of which is the number of shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount common stock that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on series of the Trust ranking prior and superior to the Series A Junior Preferred Shares with respect to dividends, the holders of Series A Junior Preferred Shares, in preference to the holders of common stock shares of Wabtecbeneficial interest, $0.01 par value $0.01 per share (the “Wabtec Common StockShares”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time asTrust, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or any other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal ranking junior to the quotient of (i) the Series A Junior Preferred Stock PortionShares, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, when, as and if authorized by the Board of Trustees and declared by the Trust out of funds legally available for the purpose, (i) quarterly dividends payable in cash on or before the 30th day of January, April, July and October in each year, or such other dates as may be required by Section 2(B) or as the Board of Trustees shall approve (each such date being referred to herein as a “Dividend Payment Date”), commencing on the first Dividend Payment Date after the first issuance of a Series A Junior Preferred Share or fraction thereof, in an amount per share (rounded to the nearest cent) equal to $0.01, less the amount of all cash dividends paid with respect to the Series A Junior Preferred Shares pursuant to the following clause (ii) since the immediately preceding Dividend Payment Date or, with respect to the first Dividend Payment Date, since the first issuance of any Series A Junior Preferred Share or fraction thereof (the total of which shall not, in any event, be less than zero) and (ii) dividends payable in cash on the Dividend Payment Date for each share of Wabtec Preferred Stock held, cash dividend paid with respect to the Common Shares in an amount of proceeds per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect multiplied by the cash dividends then to be paid on each Common Share. If the Trust shall pay any dividend or make any distribution on the Common Shares in assets, securities or other forms of non-cash dividends (other than dividends or other distributions solely in Common Shares), then, in each such case, the Trust shall simultaneously pay, with respect to each outstanding whole Series A Junior Preferred Share, a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or other distribution on each Common Share. As used herein “Formula Number” shall be 10,000; provided, however, that if at any time after April 23 2024 (the “Rights Declaration Date”), the Trust shall (x) $100 plus declare or pay any dividend on the Common Shares payable in Common Shares or make any distribution on the Common Shares payable in Common Shares, (y) subdivide (by share split or otherwise) the amount outstanding Common Shares into a larger number of Common shares or (z) combine (by reverse share split or otherwise) the outstanding Common Shares into a smaller number of Common Shares, then, in such event, the Formula Number shall be adjusted to a number determined by multiplying the Formula Number then in effect immediately prior to such event by a fraction the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided, further, that would be received if at any time after the holders Rights Declaration Date, the Trust shall issue any shares of Wabtec Preferred Stock were to receive proceeds on beneficial interest in a pro ratamerger, as convertedreclassification, basis with holders or change of the Wabtec outstanding Common Stock. The holders Shares, then, in each such event, the Formula Number shall be appropriately adjusted to reflect such merger, reclassification or change so that each Series A Junior Preferred Share continues to be the economic equivalent of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) a Formula Number of Common Shares prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rightssuch merger, except as set forth below reclassification or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementchange.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 0.001 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board out of cashfunds of the Corporation legally available for the payment of dividends, stock quarterly dividends payable in cash on the last day of each fiscal quarter of the Corporation in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all cash dividends, and 1000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon that were outstanding immediately prior to such event. In the conversion event the Corporation shall at any time declare or pay any dividend on the Series A Preferred Stock payable in shares of the Wabtec Series A Preferred Stock, and any such fractional shares to which the purchaseror effect a subdivision, transferee combination or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration consolidation of the Wabtec outstanding shares of Series A Preferred Stock (by reclassification or otherwise than by payment of a dividend in shares of Series A Preferred Stock) into a greater or lesser number of shares of Series A Preferred Stock, and then in each such case the Wabtec Common Stock into amount to which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share shares of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Series A Preferred Stock were entitled immediately prior to receive proceeds on a pro rata, as converted, basis with holders such event under clause (b) of the Wabtec Common Stock. The holders first sentence of this Section 2(A) shall be adjusted by multiplying such amount by a fraction, the Wabtec numerator of which is the number of shares of Series A Preferred Stock will be entitled to receive the amount described in clause (x) that were outstanding immediately prior to such event and in preference to any distribution the denominator of proceeds to which is the holders number of the Wabtec Common Stock. Voting Rights The Wabtec shares of Series A Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementoutstanding immediately after such event.

Dividends and Distributions. If Wabtec shall declare or make (A) Subject to the prior and superior rights of the holders of any dividend or distribution on shares of any series of Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of all shares of common stock of Wabtecthe Corporation (the "Common Shares"), par value $0.01 and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the “Wabtec Common Stock”nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend on shares of the GGD Stock payable in shares of GGD Stock or a subdivision of the outstanding shares of GGD Stock (by reclassification or otherwise), includingdeclared on the GGD Stock since the immediately preceding Quarterly Dividend Payment Date or, without limitationwith respect to the first Quarterly Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time after December 18, distribution2000 declare or pay any dividend on shares of GGD Stock payable in shares of GGD Stock, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of GGD Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of GGD Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common GGD Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common GGD Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common GGD Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Junior Preferred Stock with respect to dividends, the holders of Wabtecshares of Junior Preferred Stock, in preference to the holders of Common Stock, par value $0.01 0.0015 per share (the “Wabtec "Common Stock”"), includingof the Company, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of April, July, October and January in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $l.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Junior Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Junior Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 0.001 per share (the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time asCorporation, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transferjunior stock, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, (i) cash dividends in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as defined below) then in effect, times the aggregate per share amount of all cash dividends declared or paid on the Common Stock, and (ii) a preferential cash dividend (a “Preferential Dividend”), if any, on the first day of April, July, October and January in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to $1.00 per share of Series A Preferred Stock less the per share amount of all cash dividends declared on the Series A Preferred Stock pursuant to clause (i) of this sentence since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In addition, if the Corporation shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each whole outstanding share of Series A Preferred Stock, a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The dividends and distributions on the Series A Preferred Stock to which holders thereof are entitled pursuant to clause (i) of the Wabtec Preferred Stock will be entitled first sentence of this paragraph and the second sentence of this paragraph are hereinafter referred to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreement.“

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on series of shares of the common stock Company ranking prior and superior to the Series A Preferred Shares with respect to dividends, the holders of WabtecSeries A Preferred Shares, in preference to the holders of Common Shares, par value $US$0.01 per share (the “Wabtec Common StockShares”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time asCompany, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or any other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal capital ranking junior to the quotient of (i) the Series A Preferred Stock PortionShares, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth day of February, May, August and November in each share year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of Wabtec a Series A Preferred Stock heldShare or fraction thereof, in an amount of proceeds per share (rounded to the nearest cent) equal to the greater of (xa) $100 plus US$1.00 or (yb) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and restrictions set forth 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend or bonus issue payable in Common Shares or, for the Shareholders Agreementavoidance of doubt, a subdivision of the issued and outstanding Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Preferred Share or fraction thereof. In the event the Company shall at any time declare or pay any dividend or bonus issue on the Common Shares payable in Common Shares, or effect a subdivision, combination or consolidation of the issued and outstanding Common Shares (by reclassification or otherwise than by payment of a dividend or bonus issue in Common Shares) into a greater or lesser number of Common Shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares issued and outstanding immediately after such event and the denominator of which is the number of Common Shares that were issued and outstanding immediately prior to such event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on other stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .0001 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Class A Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec A. Subject to the prior and superior rights of the holders of any shares of Preferred Shares ranking prior and superior to the shares of Series A Preferred Shares with respect to dividends, the holders of shares of Series A Preferred Shares in preference to the holders of Common Shares shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the common stock first day of WabtecMarch, par value $0.01 June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Shares, in an amount per share (rounded to the “Wabtec Common Stock”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests thereinnearest cent) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient greater of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 One Dollar (the “Merger Agreement”), divided by $1.00) or (ii) 10,000. The conversion rate will be proportionally adjusted subject to the provision for adjustment hereinafter set forth, One Hundred (100) times the aggregate per share amount of all cash dividends, and One Hundred (100) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Shares or a subdivision of the event outstanding shares of Common Shares (by reclassification or otherwise), declared on the Common Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share split or fraction of a share of Series A Preferred Shares. In the event the Corporation shall at any time after May 21, 2009 declare or pay any dividend on Common Shares payable in shares of Common Shares, or effect a subdivision or combination in respect or consolidation of the Wabtec outstanding shares of Common Stock Shares (by reclassification or any issuance otherwise than by payment of Wabtec Common Stock as a dividend in shares of Common Shares) into a greater or distribution on Wabtec lesser number of shares of Common Stock. In connection with Shares, then in each such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) case the Wabtec amount to which holders of shares of Series A Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by Shares were entitled immediately prior to such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and event under clause (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Wabtec Common Stock to which Shares outstanding immediately after such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stockevent, and the Wabtec denominator of which is the number of shares of Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount Shares that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on the common series of stock of Wabtecthis Corporation ranking prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other stock ranking junior to the Series A Preferred, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 10,000 times the aggregate per share amount of all cash dividends, and 10,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the prior and superior rights of the holders of any shares of any class or make any dividend or distribution on the common series of stock of Wabtecthis Corporation ranking prior and superior to the Series A Preferred with respect to dividends, the holders of shares of Series A Preferred, in preference to the holders of Common Stock, par value $0.01 0.00001 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other stock ranking junior to the Series A Preferred, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .05 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Junior Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Junior Preferred Stock, in preference to the holders of Common Stock, par value $0.01 0.001 per share (the “Wabtec Common Stock”), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Junior Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distributionor effect a subdivision, spin-off, combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Junior Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein1) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of all shares of Common Stock of the Corporation (the "Common Shares"), shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the common stock first day of WabtecMarch, par value $0.01 June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend on shares of Common Stock payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall, at any time after May 27, 2004, declare or pay any dividend on shares of Common Stock payable in shares of Common Stock”), including, without limitation, any distribution or effect a subdivision or combination or consolidation of cash, stock the outstanding shares of Common Stock (by reclassification or other securities, property or rights, options or warrants otherwise than by way payment of a dividend, distribution, spin-off, reclassification dividend in shares of Common Stock) into a greater or other similar transaction, but excluding any dividend or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference A-1 to the holders of Common Stock, par value $0.01 .01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 .001 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will shall be entitled to receive such dividend or distribution at the same time asreceive, and on a pro ratawhen, as convertedand if declared by the Board of Directors out of funds legally available for the purpose, basis with, holders of the Wabtec Common Stock. Except as set forth quarterly dividends payable in the immediately preceding sentence, no dividends will be paid cash on the Wabtec Preferred Stock. Conversion Shares first day of March, June, September and December in each year (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into each such date being referred to herein as a "Quarterly Dividend 51 Payment Date"), commencing on the right to receive Wabtec Common Stock upon first Quarterly Dividend Payment Date after the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership first issuance of a share (or fractional interests therein) fraction of the Wabtec a share of Series A Preferred Stock by a purchaserStock, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a in an amount per share conversion rate (rounded to the nearest cent) equal to the quotient greater of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by $1.00 or (ii) 10,000. The conversion rate will be proportionally adjusted subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the event outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share split or combination fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time (A) declare or pay any dividend on the outstanding shares of Common Stock payable in respect shares of the Wabtec Common Stock or any issuance (B) effect a subdivision, combination or consolidation of Wabtec the outstanding shares of Common Stock as a dividend (by reclassification or distribution on Wabtec otherwise than by payment of dividends in shares of Common Stock. In connection with ) into a greater or lesser number of shares of Common Stock, then, in each such a sale or other transfercase, pro rata distribution or exchange offer by GE, (i) the Wabtec amount to which holders of shares of Series A Preferred Stock may, at the request of the holder thereof, would otherwise be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate entitled immediately prior to be subdivided and/or aggregated accordingly and much event under clause (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on similar stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 2.50 per share (the “Wabtec "Common Stock”"), includingof the Company, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first (1st) day of January, April, July and October in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Shares (or make any dividend or distribution on similar shares) ranking prior and superior to the common stock Series A Preferred Shares with respect to dividends, the holders of WabtecSeries A Preferred Shares, in preference to the holders of ordinary shares, par value $0.01 0.20 per share (the “Wabtec Common StockOrdinary Shares”), including, without limitation, any distribution of cash, stock or other securities, property or rights, options or warrants by way of a dividend, distribution, spin-off, reclassification or other similar transaction, but excluding any dividend or distribution consisting solely of shares of Wabtec Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time asCompany, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests therein) of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transferjunior shares, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to which such purchaser, transferee or recipient shall be entitled. No fractional shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of Wabtec a Series A Preferred Stock heldShare, in an amount of proceeds per share (rounded to the nearest cent) equal to the greater of (xa) $100 plus 1 or (yb) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and restrictions set forth 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in Ordinary Shares or a subdivision of the Shareholders Agreementoutstanding Ordinary Shares (by reclassification or otherwise), declared on the Ordinary Shares since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any Series A Preferred Shares or fraction thereof. In the event the Company shall at any time declare or pay any dividend on the Ordinary Shares payable in Ordinary Shares, or effect a subdivision or combination or consolidation of the outstanding Ordinary Shares (by reclassification or otherwise than by payment of a dividend in Ordinary Shares) into a greater or lesser number of Ordinary Shares, then in each such case the amount to which holders of Series A Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Ordinary Shares outstanding immediately after such event and the denominator of which is the number of Ordinary Shares that were outstanding immediately prior to such event.

Dividends and Distributions. If Wabtec (A) (i) Subject to the rights of the holders of any shares of any series of preferred stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of shares of Common Stock and of any other junior stock, shall declare or make any dividend or distribution be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the common stock first day of WabtecMarch, par value $0.01 June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the “Wabtec nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provisions for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock”Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), includingdeclared on the shares of Common Stock since the immediately preceding Quarterly Dividend Payment Date, without limitationor, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any distribution of cash, stock share or other securities, property or rights, options or warrants by way fraction of a dividendshare of Series A Preferred Stock. The multiple of cash and non-cash dividends declared on the shares of Common Stock to which holders of the Series A Preferred Stock are entitled, distributionwhich shall be 1,000 initially but which shall be adjusted from time to time as hereinafter provided, spin-offis hereinafter referred to as the "Dividend Multiple." In the event the Corporation shall at any time after July 23, reclassification 2001 (the "Rights Declaration Date") (i) declare or other similar transaction, but excluding pay any dividend or distribution consisting solely of on the shares of Wabtec Common Stock payable in shares of Common Stock, holders of Wabtec Preferred Stock will be entitled to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock effect a subdivision or (iii) exchange in an exchange offer with holders of GE common stock by GE combination or consolidation of the Wabtec Preferred Stock. Shares (or fractional interests therein) outstanding shares of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned (by GE reclassification or its subsidiaries. Upon the acquisition of beneficial ownership otherwise than by payment of a share (or fractional interests therein) dividend in shares of the Wabtec Preferred Stock by a purchaser, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient of (i) the Preferred Stock Portion, as such term is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such ) into a sale greater or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the lesser number of shares of Wabtec Common Stock Stock, then in each such case the Dividend Multiple thereafter applicable to the determination of the amount of dividends which such purchaser, transferee or recipient shall be entitled. No fractional holders of shares of Wabtec Common Series A Preferred Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise shall be entitled to receive shall be aggregated the Dividend Multiple applicable immediately prior to such event multiplied by a fraction, the exchange agent numerator of which is the number of shares of Common Stock outstanding immediately after such event and the whole denominator of which is the number of shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.

Dividends and Distributions. If Wabtec shall declare (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or make any dividend or distribution on other stock) ranking prior and superior to the common stock Series A Preferred Stock with respect to dividends, the holders of Wabtecshares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $0.01 per share (the “Wabtec "Common Stock”"), includingof the Corporation, without limitationand of any other junior stock, any distribution shall be entitled to receive, when, as and if declared by the Board of cashDirectors out of funds legally available for the purpose, stock quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other securitiesdistributions, property other than a dividend payable in shares of Common Stock or rightsa subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), options declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or warrants by way fraction of a dividendshare of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, distribution, spin-off, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or other similar transaction, but excluding any otherwise than by payment of a dividend in shares of Common Stock) into a greater or distribution consisting solely lesser number of shares of Wabtec Common Stock, then in each such case the amount to which holders of Wabtec shares of Series A Preferred Stock will be were entitled immediately prior to receive such dividend or distribution at the same time as, and on a pro rata, as converted, basis with, holders of the Wabtec Common Stock. Except as set forth in the immediately preceding sentence, no dividends will be paid on the Wabtec Preferred Stock. Conversion Shares event under clause (or fractional interests therein) of Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock upon the (i) sale or other transfer (excluding any bona fide pledge) of such shares (or fractional interests therein) to third parties who are not affiliates of GE, (ii) pro rata distribution to holders of GE common stock or (iii) exchange in an exchange offer with holders of GE common stock by GE of the Wabtec Preferred Stock. Shares (or fractional interests therein) of Wabtec Preferred Stock will not be convertible into Wabtec Common Stock at any time at which they are beneficially owned by GE or its subsidiaries. Upon the acquisition of beneficial ownership of a share (or fractional interests thereinb) of the Wabtec Preferred Stock preceding sentence shall be adjusted by multiplying such amount by a purchaserfraction, transferee or recipient, such Wabtec Preferred Stock will be automatically converted into the right to receive Wabtec Common Stock at a per share conversion rate equal to the quotient numerator of (i) the Preferred Stock Portion, as such term which is defined in the Agreement and Plan of Merger, dated May 20, 2018, by and among Wabtec, GE, SpinCo and Merger Sub, as amended on January 25, 2019 (the “Merger Agreement”), divided by (ii) 10,000. The conversion rate will be proportionally adjusted in the event of any share split or combination in respect of the Wabtec Common Stock or any issuance of Wabtec Common Stock as a dividend or distribution on Wabtec Common Stock. In connection with such a sale or other transfer, pro rata distribution or exchange offer by GE, (i) the Wabtec Preferred Stock may, at the request of the holder thereof, be subdivided, transferred and distributed in fractional amounts specified by such holder, which fractional amounts need not be identical and may be further aggregated or subdivided at such holder’s request, with the per share conversion rate to be subdivided and/or aggregated accordingly and (ii) Wabtec shall immediately upon registration of such transfer issue to the purchaser, transferee or recipient of the Wabtec Preferred Stock the number of shares of Wabtec Common Stock to outstanding immediately after such event and the denominator of which such purchaser, transferee or recipient shall be entitled. No fractional is the number of shares of Wabtec Common Stock will be issued upon the conversion of the Wabtec Preferred Stock, and any such fractional shares to which the purchaser, transferee or recipient would otherwise be entitled to receive shall be aggregated by the exchange agent and the whole shares obtained thereby shall be sold on the open market, with the net proceeds thereof to be made available on a pro rata basis. Registration Rights Registration of the Wabtec Preferred Stock, and the Wabtec Common Stock into which the Wabtec Preferred Stock will convert, will be effected as set forth in the Shareholders Agreement to be entered into as of the closing date of the Merger, between Wabtec and GE (the “Shareholders Agreement”). Priority The Wabtec Preferred Stock will rank senior to the Wabtec Common Stock and to all other classes or series of equity securities of Wabtec with respect to all rights upon a liquidation, dissolution or winding up (a “Liquidation”). Liquidation Preference In the event of a Liquidation of Wabtec, the holders of the Wabtec Preferred Stock would be entitled to receive, for each share of Wabtec Preferred Stock held, an amount of proceeds equal to (x) $100 plus (y) the amount that would be received if the holders of Wabtec Preferred Stock were to receive proceeds on a pro rata, as converted, basis with holders of the Wabtec Common Stock. The holders of the Wabtec Preferred Stock will be entitled to receive the amount described in clause (x) outstanding immediately prior to and in preference to any distribution of proceeds to the holders of the Wabtec Common Stock. Voting Rights The Wabtec Preferred Stock will have no voting rights, except as set forth below or as otherwise required by applicable law. The Wabtec Preferred Stock will have class voting rights for amendments to the Wabtec certificate of incorporation or the certificate of designations for the Wabtec Preferred Stock (including those effected by way of merger of Wabtec with another entity) that adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock; provided that any amendment that affects all Wabtec Common Stock equally and does not affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock except insofar as it so affects the Wabtec Common Stock to be issued on conversion of the Wabtec Preferred Stock will not be deemed to adversely affect the rights, preferences, privileges or powers of the Wabtec Preferred Stock. Optional Redemption The Wabtec Preferred Stock will not be redeemable at the option of Wabtec. No Mandatory Redemption The holders of the Wabtec Preferred Stock will not have a right to require Wabtec to redeem the Wabtec Preferred Stock. Transfer Restrictions The Wabtec Preferred Stock will be transferrable, subject to the requirements and restrictions set forth in the Shareholders Agreementsuch event.