0001193125-16-747971 Sample Contracts

AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT
Shareholders Agreement • October 26th, 2016 • Westinghouse Air Brake Technologies Corp • Railroad equipment

This AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT (this “Amendment”) dated October 24, 2016, is among Wabtec Corporation, a corporation incorporated under the laws of the State of Delaware, USA (together with its successors and permitted assigns, “Wabtec”) and Mr. Erwan Faiveley, a French citizen born on July 27, 1979 in Chenôve, France, residing at 10 rue du Tribourg, 21700 Nuits Saint-Georges, France, in his capacity as the Sellers’ Representative, on behalf of Fiancière Faiveley, Famille Faiveley Participations, Mr. Francois Faiveley, and Mr. Erwan Faiveley (the “Sellers’ Representative” and, together with Wabtec, the “Parties”).

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AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • October 26th, 2016 • Westinghouse Air Brake Technologies Corp • Railroad equipment

The Sellers’ Representative, the Purchaser and Parent are individually referred to as a “Party” and collectively referred to as the “Parties”

AMENDMENT NO. 1 TO TENDER OFFER AGREEMENT
Tender Offer Agreement • October 26th, 2016 • Westinghouse Air Brake Technologies Corp • Railroad equipment

The Company, the Purchaser and Parent are individually referred to as a “Party” and collectively referred to as the “Parties”.

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