FORM OF TAX MATTERS AGREEMENTTax Matters Agreement • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [●] among General Electric Company (the “Company”), a New York corporation, on behalf of itself and the members of the Company Group, Transportation Systems Holdings Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, Westinghouse Air Brake Technologies Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, and Wabtec US Rail, Inc. (“Direct Sale Purchaser”), a Delaware corporation.
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment
This EMPLOYEE MATTERS AGREEMENT, dated as of [•], 201[•] (this “Agreement”), is entered into by and among General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Direct Sale Purchaser”). “Party” or “Parties” means the Company, SpinCo, Parent or Direct Sale Purchaser, as applicable, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meanings set forth in, as applicable, the Separation, Distribution and Sale Agreement by and among the Company, SpinCo, Parent and Direct Sale Purchaser, dated as of May 20, 2018 (the “Separation Agreement”), or the Agreement and Plan of Merger by and among the Company, SpinCo, Parent and Wabtec US Rail H
AMENDMENT TO SEPARATION, DISTRIBUTION AND SALE AGREEMENTSeparation, Distribution and Sale Agreement • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment
FORM OF SHAREHOLDERS AGREEMENTShareholder Agreement • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment • Delaware
AGREEMENT AND PLAN OF MERGER dated as of May 20, 2018 among GENERAL ELECTRIC COMPANY, TRANSPORTATION SYSTEMS HOLDINGS INC., WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION and WABTEC US RAIL HOLDINGS, INC.Merger Agreement • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 20, 2018 among General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
SEPARATION, DISTRIBUTION AND SALE AGREEMENT dated as of May 20, 2018 among GENERAL ELECTRIC COMPANY, TRANSPORTATION SYSTEMS HOLDINGS INC., WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION and WABTEC US RAIL, INC.Separation, Distribution and Sale Agreement • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment • New York
SEPARATION, DISTRIBUTION AND SALE AGREEMENT (this “Agreement”), dated as of May 20, 2018, is entered into by and among General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Direct Sale Purchaser”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAmendment to Agreement and Plan of Merger • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2019 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 20, 2018 (the “Merger Agreement” and, together with the Separation Agreement, the “Agreements”), is entered into between General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 25th, 2019 • Transportation Systems Holdings Inc. • Railroad equipment • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 20, 2018, by and among General Electric Company, a New York corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
